Mandatory Prepayments. (a) Promptly following the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent: (i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization; (ii) a description of the new corporate structure; and (iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control. (b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised. (c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repayment.
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Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of (A) the occurrence of any Change of ControlAggregate Maximum Credit Amounts pursuant to Section 2.06(b) or (B) the Aggregate Elected Commitment pursuant to Section 2.06(c), and in any event no later than one the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (1A) Business Day after prepay the effective Borrowings on the date of such Change termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of Controlthe Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any Scheduled Redetermination or Interim Redetermination or upon any adjustment to the Borrowing Base pursuant to Section 8.13(c), if the total Revolving Credit Exposures exceed the redetermined or adjusted Borrowing Base, then, after receiving notice from the Administrative Agent by means of (x) a New Borrowing Base Notice or (y) written notice of adjustment pursuant to Section 8.13(c), in each case, of such Borrowing Base Deficiency (such date of receipt of notice, the “Deficiency Notification Date”), the Borrower and Gerdau shall notify the Banks shall, within ten (10) Business Days of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in ControlDeficiency Notification Date, the Borrower shall provide deliver an irrevocable written notice to the Banks Administrative Agent indicating the Borrower’s election to take one of the following documentationactions:
(A) within thirty (30) days of the date such election is made, prepaying the Borrowings, and if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, Cash Collateralizing such excess as provided in Section 2.08(j);
(B) within thirty (30) days of the date such election is made (or such longer period as may be acceptable to the Administrative Agent), mortgaging additional Proved Oil and Gas Properties not evaluated in the most recently delivered Reserve Report with value and quality satisfactory to the Administrative Agent:
(i) a description of Agent and the circumstances or transactions that constituted the Change of Control or comparable corporate reorganizationRequired Lenders in their sole discretion;
(iiC) a description of the new corporate structure; and
within thirty (iii30) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date such election is made, electing to make (and thereafter paying in accordance with such election) six equal monthly payments that collectively prepay the documentation listed Borrowings until such excess is reduced to zero (and if any excess remains after prepaying all of the Borrowings as a result of any LC Exposure, Cash Collateralize such excess as provided in Section 2.8(a)(i2.08(j)), (ii) with the first such payment being due and (iii) above, in form payable within such thirty days and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be each subsequent payment being due and payable on the date occurring five same day in each of the subsequent calendar months; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date; or
(51) Business Days following combine the options provided in clauses (A), (B) and (C) above and specify (in the written notice delivered to the Administrative Agent electing such noticeoption) the amount to be prepaid pursuant to clauses (A) and/or (C) and the amount to be provided as additional Mortgaged Property pursuant to clause (B), and (2) make such payments, and deliver such additional Mortgaged Property, within the time periods required under clauses (A), (B) and (C) above, as applicable, provided that, notwithstanding the options set forth above, in all cases, the Borrowing Base Deficiency must be eliminated on or prior to the Termination Date. If, because of LC Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as provided in Section 2.08(j). In the event the Borrower fails to provide written notice to the Administrative Agent of its election under this Section 3.04(c)(ii) within the ten (10) day period referred to above, the Borrower shall fail be deemed to deliver have elected the option set forth in clause (A) above. The failure of the Borrower to comply with any of the options elected (including any deemed election) pursuant to the provisions of Section 3.04(c)(ii) and specified in such notice (or relating to such deemed election) shall constitute an Event of Default.
(iii) Upon any other adjustment to the Borrowing Base (other than with respect to a Scheduled Redetermination or Interim Redetermination or upon any adjustment to the Borrowing Base pursuant to Section 8.13(c)), including without limitation, an adjustment pursuant to Section 2.07(e) or Section 2.07(f), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess and, (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, Cash Collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of Cash Collateral on or prior to the next Business Day after such reduction in the Borrowing Base; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Promptly following the incurrence of any Debt by any Credit Party (other than Debt permitted under Section 9.02), the Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of the Net Proceeds received in respect of such Debt. Nothing in this paragraph is intended to permit any Credit Party to incur Debt other than as permitted under Section 9.02, and any such incurrence of Debt shall be a violation of Section 9.02 and a breach of this Agreement.
(v) Promptly following the receipt of Net Proceeds by any Credit Party in respect of any Casualty Event, the Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of such Net Proceeds; provided, that if no Default or Borrowing Base Deficiency then exists, the Credit Parties may apply the Net Proceeds from such Casualty Event, within 180 days after receipt of such 30Net Proceeds, to purchase assets useful in the business of the Credit Parties and no prepayment shall be required pursuant to this paragraph (v) in respect of such Net Proceeds; provided, further, that to the extent any such Net Proceeds have not been so applied by the end of such 180-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by required in an amount equal to such Net Proceeds; provided Proceeds that this mandatory prepayment obligation shall have not apply with respect to been so applied.
(vi) If, on any Net Proceeds derived from Consolidated Cash Balance Measurement Day, (iA) there are outstanding Borrowings or LC Exposure and (B) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A.Credit Parties have any Excess Cash, (ii) existing bilateral facilities then the Borrower shall, on or any renewals thereofbefore the end of the next Business Day, provided that any such renewal shall not increase prepay the Borrowings in an aggregate principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESequal to such Excess Cash, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or Excess Cash remains after prepaying all of the Subsidiary that issues the bonds) from Borrowings as a result of any bond issuanceLC Exposure, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory pay to the Administrative Agent until on behalf of the Lenders an amount equal to such repaymentExcess Cash to be held as Cash Collateral as provided in Section 2.08(j).
(vii) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Borrowings of Tranche Rate Loans then outstanding, and if more than one Borrowing of Tranche Rate Loans is then outstanding, to each such Borrowing of Tranche Rate Loans in order of priority beginning with the Borrowing of Tranche Rate Loans with the least number of days remaining in the Interest Period applicable thereto and ending with the Borrowing of Tranche Rate Loans with the most number of days remaining in the Interest Period applicable thereto.
(viii) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of (A) the occurrence of any Change of ControlAggregate Maximum Credit Amounts pursuant to Section 2.06(b) or (B) the Aggregate Elected Borrowing Base Commitment pursuant to Section 2.07(g), and in any event no later than one the total Revolving Credit Exposures exceeds the Loan Limit, then the Borrower shall (1) Business Day after prepay the effective Borrowings on the date of such Change termination or reduction in an aggregate principal amount equal to such excess, and (2) if any excess remains after prepaying all of Controlthe Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j).
(ii) Upon any Scheduled Redetermination or Interim Redetermination or adjustment to the amount of the Borrowing Base in accordance with Section 8.12(c), if the total Revolving Credit Exposures exceeds the Loan Limit after giving effect to the redetermined or adjusted Borrowing Base, then after receiving a New Borrowing Base Notice in accordance with Section 2.07(d) or a notice of adjustment pursuant to Section 8.13(c), as the case may be (the date of receipt of any such notice, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control“Deficiency Notification Date”), the Borrower shall provide at its option take one of the following actions: (c) prepay the Borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency (and to the Banks extent that any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j)) within thirty (30) days following documentationthe Deficiency Notification Date; (d) prepay the Borrowings (and to the extent that any deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, satisfactory cash collateralize such excess as provided in Section 2.08(j)) in six consecutive equal monthly installments, the first installment being due and payable on the 30th day after the Deficiency Notification Date and each subsequent installment being due and payable on the same day in each of the subsequent calendar months, with each payment being equal to one-sixth (1/6th) of such Borrowing Base Deficiency, so that the Borrowing Base Deficiency is reduced to zero within six months of the Deficiency Notification Date; (e) grant, within thirty (30) days following the Deficiency Notification Date, to the Administrative Agent:
Agent as security for the Obligations a first-priority Lien on additional Oil and Gas Properties acceptable to the Required Lenders in their sole discretion not evaluated in the most recently delivered Reserve Report (i) and not already subject to a description Lien of the circumstances Security Instruments) pursuant to Security Instruments acceptable to the Administrative Agent with sufficient Borrowing Base value (as determined by the Required Lenders) to cure the Borrowing Base Deficiency; provided that in no event may the Borrower elect the option specified in this clause (C) if fewer than ninety (90) days remain until the Maturity Date; or transactions that constituted (f) deliver, within 10 Business Days after the Change of Control or comparable corporate reorganization;
Deficiency Notification Date, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clauses (A), (B) and/or (C) above, and also indicating the amount to be prepaid and the amount to be provided as additional Collateral, and (ii) make such payment and deliver such additional Collateral within the time required under clauses (A), (B) and/or (C) above; provided that, notwithstanding the options set forth above, in all cases, the Borrowing Base Deficiency must be eliminated on or prior to the Termination Date and provided, further, that (x) in case the Loan Limit equals or exceeds total Revolving Credit Exposures (as a description result of any Scheduled Redetermination or Interim Redetermination or adjustment to the amount of the new corporate structure; and
Borrowing Base in accordance with Section 8.12(c)) after the Deficiency Notification Date, the requirements of clauses (iiiA), (B) updated financial statements and/or (C) above shall cease to apply to the Borrower upon receipt of the Borrower relevant New Borrowing Base Notice in accordance with Section 2.07(d) or a notice of adjustment pursuant to Section 8.13(c), as the case may be and (y) in case the Guarantors and financial information relating amount of the Borrowing Base Deficiency is reduced (as a result of any Scheduled Redetermination or Interim Redetermination or adjustment to the Persons that acquired Voting Stock and/or the power to direct or cause the direction amount of the management Borrowing Base in accordance with Section 8.12(c)) after the Deficiency Notification Date, upon receipt of Gerdau, the Borrower relevant New Borrowing Base Notice in accordance with Section 2.07(d) or a Guarantornotice of adjustment pursuant to Section 8.13(c), as the case may be, that resulted any reference in such Change in Control.
clauses (b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(iA), (iiB) and and/or (iiiC) above, in form and substance satisfactory to the Administrative Agent, has been delivered amount of the Borrowing Base Deficiency shall be deemed to be the reference to the Administrative Agent. Any cancellation amount of the Total Commitment shall be effective Borrowing Base Deficiency reduced as of the date of such notice and any mandatory prepayment required pursuant to set forth in this Section 2.8 shall be due and payable on the date occurring five proviso (5) Business Days following such noticey). In the event the Borrower fails to provide written notice to the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
ten (c) Within five (510) Business Days after the Deficiency Notification Date indicating which of receipt the options specified in clauses (A), (B) or (C) the Borrower elects to take in order to eliminate the Borrowing Base Deficiency (including, for the avoidance of any Net Proceeds by the Borrowerdoubt, any Guarantor or any of their respective Subsidiariesa written notice delivered pursuant to clause (D) above), the Borrower shall repay be deemed to have irrevocably elected the Loans by option set forth in clause (A) above. The failure of the Borrower to comply with any of the options elected (including any deemed election) pursuant to the provisions of this Section 3.04(c)(ii) and specified in such notice (or relating to such deemed election) shall constitute an Event of Default.
(iii) Upon any adjustment to the Borrowing Base pursuant to Section 2.07(e) or Section 2.07(f), if the total Revolving Credit Exposures exceeds Loan Limit after giving effect to the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such Net Proceedsexcess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the second (2nd) Business Day after such adjustment to the Borrowing Base; provided that all payments required to be made pursuant to this mandatory prepayment obligation shall not apply with respect Section 3.04(c)(iii) must be made on or prior to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and Termination Date.
(iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any borrowings under the Amended and Restated Credit Agreement dated as of October 28Swingline Loans then outstanding, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiariessecond, various financial institutions named thereinratably to any ABR Borrowings then outstanding, as lendersand, Bank of Americathird, N.A., as administrative agentto any Eurodollar Borrowings then outstanding, and Bank if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of America, N.A. priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up v) Each prepayment of Borrowings pursuant to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bondsthis Section 3.04(c) from any bond issuance, the Borrower shall not be required applied ratably to repay the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory accrued interest to the Administrative Agent until such repaymentextent required by Section 3.02.
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Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), or any reduction of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of ControlAggregate Elected Commitment Amounts pursuant to Section 2.06(c), the Borrower and Gerdau shall notify total Revolving Credit Exposures exceeds the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controltotal Commitments, then the Borrower shall provide to (A) prepay the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of Borrowings on the date of such notice termination or reduction in an aggregate principal amount equal to such excess, and (B) if any mandatory prepayment required pursuant excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right on behalf of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net Proceeds; excess to be held as cash collateral as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., in Section 2.08(j).
(ii) existing bilateral facilities Upon any redetermination of or any renewals thereofadjustment to the amount of the Borrowing Base in accordance with Section 2.07 or Section 8.13(c), provided that any such renewal if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall not increase (A) prepay the Borrowings in an aggregate principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESequal to such excess, and (ivB) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or excess remains after prepaying all of the Subsidiary that issues the bonds) from any bond issuanceBorrowings as a result of an LC Exposure, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory pay to the Administrative Agent until on behalf of the Lenders an amount equal to such repaymentexcess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within ninety days (90) following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 9.12(d), Section 9.12(f) or Section 9.12(g), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of a disposition in accordance with Section 9.12(d), Section 9.12(f) or Section 9.12(g); provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral, if required, on the date it issues such Senior Notes; provided that all payments required to be made pursuant to this Section 3.04(c)(iv) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Mandatory Prepayments. (a) Promptly following If at any time the occurrence sum of any Change of Controlthe Loan Balance and the L/C Exposure exceeds the Maximum Facility Amount then in effect, and in any event no later than one (1) Business Day after the effective date Borrowers shall immediately prepay the amount of such Change of Controlexcess for application on the Loan Balance and, if the Borrower and Gerdau shall notify Loan Balance has been paid in full, Cash Collateralize the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide L/C Exposure to the Banks the following documentation, satisfactory extent necessary to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in eliminate such Change in Controlexcess.
(b) If a Change of Control occursIf, the Majority Banks will have the right immediately after giving effect to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all any automatic reduction of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable Borrowing Base pursuant to Section 4.4. The Majority Banks 2.11(e) or (f), the sum of the Loan Balance and the L/C Exposure exceeds the Borrowing Base then in effect, the Borrowers shall be entitled to exercise immediately prepay the amount of such rights to cancel excess for application on the Total Commitment and require mandatory prepayment of outstanding Loans by having Loan Balance and, if the Administrative Agent deliver notice thereof Loan Balance has been paid in full, Cash Collateralize the L/C Exposure to the Borrower within 30 days extent necessary to eliminate such excess.
(c) If at any time the sum of the date Loan Balance and the documentation listed L/C Exposure exceeds the Borrowing Base then in effect (except as a result of an automatic reduction of the Borrowing Base pursuant to Section 2.8(a)(i2.11(e) or (f)), the Borrowers shall, within ten (ii10) and days after being notified of such excess, indicate by written notice (iiithe "Election Notice") above, in form and substance satisfactory to the Administrative Agent, has been delivered its decision and plan to the Administrative Agent. Any cancellation do one of the Total Commitment shall be effective as of following: (i) within thirty (30) days following the date of such notice the Election Notice is delivered or required to be delivered, execute and any mandatory prepayment required pursuant to this Section 2.8 shall be due deliver Mortgages encumbering additional Oil and payable on the date occurring five (5) Business Days following such notice. In the event Gas Properties that are sufficient in loan value, as determined by the Administrative Agent shall fail and the Required Lenders in accordance with their customary Borrowing Base determination procedures, to deliver eliminate such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A.excess, (ii) existing bilateral facilities within thirty (30) days following the date the Election Notice is delivered or any renewals thereofrequired to be delivered, provided that any repay the Loan Balance and, if the Loan Balance has been paid in full, Cash Collateralize the L/C Exposure to the extent necessary to eliminate such renewal shall not increase the principal amount outstanding thereunderexcess, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESeliminate such excess by making four (4) consecutive mandatory prepayments of the Loan Balance and, if the Loan Balance has been paid in full, Cash Collateralizing L/C Exposure to the extent necessary to eliminate such excess, each such payment shall be in the amount of 1/4th of the amount of such excess, commencing on the first Monthly Date (as defined below) following the date the Election Notice is delivered or required to be delivered, and continuing on each Monthly Date thereafter, or (iv) any borrowings under within thirty (30) days following the Amended date the Election Notice is delivered or required to be delivered, eliminate such excess through a combination of clauses (i) and Restated Credit Agreement dated as (ii) above. As used in this Section, "Monthly Date" means the last day of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuanceeach calendar month. If an Election Notice is not timely delivered, the Borrower Borrowers shall not be required deemed to repay have selected clause (iii) above. Any failure of the Loans by Borrowers to comply with such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (election on or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory prior to the Administrative Agent until required date(s) shall constitute an immediate Event of Default.
(d) If at any time the L/C Exposure exceeds the Letter of Credit Sublimit then in effect, the Borrowers shall immediately Cash Collateralize the L/C Exposure to the extent necessary to eliminate such repaymentexcess.
Appears in 1 contract
Samples: Credit Agreement (Swift Energy Co)
Mandatory Prepayments. (a) Promptly following the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description After giving effect to any termination or reduction of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable Commitments pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i2.06(b) or 2.06(c), the Borrowers shall (iiA) and (iii) above, in form and substance satisfactory to prepay the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of Borrowings on the date of such notice termination or reduction in an aggregate principal amount equal to the difference between the new Commitments and the total Credit Exposure, and (B) if any mandatory prepayment required pursuant excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right on behalf of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net Proceeds; excess to be held as cash collateral as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., in Section 2.08(j).
(ii) existing bilateral facilities or any renewals thereofIn connection with a Casualty Event, provided that any if after such renewal Casualty Event (x) the fair market value of the Vessel Collateral is less than two hundred percent (200%) of the outstanding Credit Exposures of all Lenders and (y) the Borrowers shall not increase substitute any Vessel Collateral involved in any Casualty Event with one or more Vessels of equivalent or greater comparable value so that the principal amount value of the Vessel Collateral is equal to or greater than two hundred percent (200%) of the outstanding thereunderCredit Exposures of all Lenders within sixty (60) days of such Casualty Event, or if prior to the beginning of, or prior to the expiration of, such 60-day period an Event of Default has occurred and is continuing, then the Borrowers shall prepay the Loans with the insurance proceeds from such Casualty Event or in the alternative, the Administrative Agent will apply such insurance proceeds as a mandatory prepayment.
(iii) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(iv) any borrowings under the Amended and Restated Credit Agreement dated as Each prepayment of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up Borrowings pursuant to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bondsthis Section 3.04(c) from any bond issuance, the Borrower shall not be required applied ratably to repay the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory accrued interest to the extent required by Section 3.02.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be accompanied by a Notice of Prepayment executed by a Responsible Officer of the Borrowers detailing the reason for such prepayment as reasonably requested by the Administrative Agent until such repaymentAgent.
Appears in 1 contract
Samples: Credit Agreement (Hornbeck Offshore Services Inc /La)
Mandatory Prepayments. (a) Promptly following If on any date the occurrence Aggregate Usage exceeds the then applicable Borrowing Base (including if due to the exclusion of any Change a Watched Loan from the calculation of Controlthe Borrowing Base, and reductions in any event no later than one (1) Business Day after Applicable Valuation Percentages, reductions in Modeled Ground Lease Rents or a Collateral Release, in each case, pursuant to Section 8.1), Borrowers shall prepay the effective date of such Change of Control, Loans in an amount sufficient to reduce the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide Aggregate Usage to the Banks then applicable Borrowing Base amount as follows: If on any date the following documentation, satisfactory to the Administrative AgentAggregate Usage:
(i) a description is greater than 105% of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating current Borrowing Base amount as determined by reference to the Persons that acquired Voting Stock and/or most recently delivered Borrowing Base Certificate (the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i“Initial Borrowing Base Certificate”), then Borrowers shall, no later than the earlier of (iiA) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following from either the Administrative Agent’s written approval of the Initial Borrowing Base Certificate pursuant to Section 8.1.3 or its delivery of a revised certificate in response to the Initial Borrowing Base Certificate and (B) the first Business Day of the calendar month that immediately succeeds the month in which the Initial Borrowing Base Certificate was delivered to the Administrative Agent (the “Prepay Period”) prepay the outstanding principal amount of the Loans in an amount necessary to reduce the Aggregate Usage to an amount less than or equal to 100% of such noticeBorrowing Base amount; provided that Borrowers may request that an Approved Financing, Cash, and/or Cash Equivalents, in each case, not previously included within the Initial Borrowing Base Certificate calculation, be added to the Borrowing Base as Eligible Collateral prior to the expiration of the Prepay Period. In the event that such Approved Financing if added to the Borrowing Base using an agreed BB Nominal Value and BB Adjusted Value (together with any Cash and Cash Equivalents added to the Borrowing Base as permitted hereunder), would cause the Borrowing Base to equal or exceed the Aggregate Usage, as evidenced by a new Borrowing Base Certificate that has been approved by Administrative Agent shall fail (the “Supplemental Borrowing Base Certificate”), and such new Approved Financing, Cash and/or Cash Equivalents is subsequently added to deliver the Borrowing Base (following the satisfaction of conditions precedent set forth in this Agreement including, without limitation Section 6.2 with respect to Approved Financings) as an Approved Additional Collateral Event prior to the expiration of the Prepay Period, Borrowers will no longer be obligated to prepay the Loans as a result of the original over-advance; provided that if, following the approval of the Supplemental Borrowing Base Certificate and addition to the Borrowing Base of such notice within such 30-day periodnew Approved Financing, Cash and/or Cash Equivalents, the right Aggregate Usage would still exceed the Borrowing Base amount as determined pursuant to the Supplemental Borrowing Base Certificate, Administrative Agent may, and at the request of Borrower Agent (so long as no Event of Default has occurred and is then continuing) shall, immediately thereafter apply any and all funds in Borrower Collateral Accounts to prepay the Loans until such time (but in no event later than the expiration of the Majority Banks Prepay Period) as the Aggregate Usage is equal to require a prepayment or less than the Borrowing Base amount; provided further that, nothing herein shall relieve the Borrowers of their obligation to repay the Loans no later than the expiration of the Loans Prepay Period if the inclusion of an Approved Financing, Cash, Cash Equivalents and/or sweeping of the Borrower Collateral Accounts do not otherwise reduce the Aggregate Usage to an amount less than or equal to the Borrowing Base as determined by reference to the Initial Borrowing Base Certificate or the Supplemental Borrowing Base Certificate if an Approved Financing, Cash and/or Cash Equivalents was added to the Borrowing Base prior to the end of the Prepay Period. To the extent the provisions of this Section 5.2.1(a)(i) are applicable, Borrowers shall lapse and may not be exercised.indicate to Administrative Agent on each date a Borrowing Base Certificate is delivered whether Borrowers will elect to provide new Approved Financings, Cash or Cash Equivalents or otherwise prepay the Loans; or
(cii) Within is greater than 100% but equal to or less than 105% of the then current Borrowing Base amount as determined by reference to the most recently delivered Borrowing Base Certificate, then, Borrowers shall cause all amounts on deposit in Borrower Collateral Accounts to be applied on (I) the earlier of the (x) Payment Date immediately following the delivery of such Borrowing Base Certificate and (y) the date that is five (5) Business Days of receipt of any Net Proceeds after the approval by the Borrower, any Guarantor Administrative Agent of such Borrowing Base Certificate or any Administrative Agents delivery of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal a revised certificate in response to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect Borrowing Base Certificate and (II) on each Payment Date thereafter, in each case, to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase prepay the principal amount outstanding thereunderof the Loan Facility in accordance with the terms of the Depositary Agreement until such time as the Aggregate Usage is equal to or less than 100% of the then current Borrowing Base amount,
(b) If on any date, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated Interest Service Coverage Ratio as of October 28the end of the most recent Interest Coverage Calculation Period is less than the Interest Service Coverage Ratio Threshold for such Interest Coverage Calculation Period, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiariesBorrowers shall, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the no later than five (5) Business Day timeframe specified aboveDays after the last day of such period, but shall instead repay prepay the outstanding principal amount of the Loans in an amount sufficient to cause such Interest Service Coverage Ratio to be at least equal to such Interest Service Coverage Ratio Threshold, as evidenced by such amount no later than November 15, 2007, provided a new Borrowing Base Certificate that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory has been delivered by Borrowers to the Administrative Agent until following such repaymentpayment, and subsequently approved by Administrative Agent.
(c) All of the Loans shall become due and payable in full and Borrowers shall repay all Loans in full immediately upon the consummation of a merger or consolidation of any Obligor not permitted under Section 15(b)(ix) of the Guaranty or an acquisition by any Obligor not permitted under Section 15(b)(x) of the Guaranty.
(d) Any such Mandatory Prepayment shall be applied as specified in Section 5.5.
Appears in 1 contract
Samples: Loan Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of ControlAggregate Maximum Credit Amounts pursuant to Section 2.06(b), the Borrower and Gerdau shall notify total Revolving Credit Exposures exceeds the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controltotal Commitments, then the Borrower shall provide to (A) prepay the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of Borrowings on the date of such notice termination or reduction in an aggregate principal amount equal to such excess, and (B) if any mandatory prepayment required pursuant excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right on behalf of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net Proceeds; excess to be held as cash collateral as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., in Section 2.08(i).
(ii) existing bilateral facilities Upon any redetermination of or any renewals thereofadjustment to the amount of the Borrowing Base in accordance with Section 2.07 or Section 8.13(c), provided that any such renewal if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall not increase (A) prepay the Borrowings in an aggregate principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESequal to such excess, and (ivB) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or excess remains after prepaying all of the Subsidiary that issues the bonds) from any bond issuanceBorrowings as a result of an LC Exposure, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory pay to the Administrative Agent until on behalf of the Lenders an amount equal to such repaymentexcess to be held as cash collateral as provided in Section 2.08(i). The Borrower shall be obligated to make such prepayments in six equal monthly installments, the first of which shall be due on the thirtieth day following receipt of the New Borrowing Base Notice in accordance with Section 2.07(d); provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(f), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of such termination, creation of offsetting positions or disposition, as applicable; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Upon any adjustment to the Borrowing Base pursuant to Section 2.07(e) or Section 9.12, if the total Revolving Credit Exposures exceeds the Borrowing Base as
Appears in 1 contract
Samples: Credit Agreement (Cimarex Energy Co)
Mandatory Prepayments. (a) Promptly following In the occurrence event of any Change termination of Controlall the Revolving Credit Commitments, and in the Borrower shall repay or prepay all the outstanding Revolving Credit Borrowings on the date of such termination. In the event of any event no later than one partial reduction of the Revolving Credit Commitments, then (1i) Business Day after at or prior to the effective date of such Change reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of Controlthe Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Total Revolving Credit Commitment after giving effect to such reduction or termination would be less than the Aggregate Revolving Credit Exposure at the time, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings in an amount sufficient to eliminate such deficiency.
(b) In the event that the Borrower shall be required to offer to apply the Excess Proceeds or Excess Harvest Proceeds pursuant to Section 6.10(b) or 6.11 to the prepayment of Term Loans (other than pursuant to the penultimate sentence of Section 6.10(b) or 6.11), the Borrower will give prompt written notice (a "Borrower Notice") of such election to all Term Lenders, with a copy to the Administrative Agent. The Borrower Notice shall (i) describe in reasonable detail the facts and Gerdau circumstances giving rise to such Borrower Notice, (ii) set forth the aggregate amount of such Excess Proceeds which it intends to offer to apply to the prepayment of Term Loans, (iii) contain an offer by the Borrower to prepay on a stated date (the "Prepayment Date"), which shall be a Business Day not more than 60 days and not less than 45 days after such Borrower Notice, a principal amount of the Term Loans, ratably in proportion to the unpaid principal amounts thereof held by each such Term Lender which bears the same relationship to the aggregate amount of such Excess Proceeds available to prepay the Term Loans as the aggregate principal amount of all Term Loans held by such Term Lender bears to the aggregate principal amount of all then outstanding Term Loans, together with interest on the principal amount of Term Loans to be prepaid to the Prepayment Date (showing in such offer the amount of interest which would be paid on such Prepayment Date), and (iv) request each Term Lender to notify the Banks Borrower in writing by a stated date, which date shall be not less than 30 days after such Term Lender's receipt of the occurrence Borrower Notice, of its acceptance or rejection of such Change prepayment offer, it being understood that such prepayment offer may be accepted in Controlpart and rejected in part. No later than fifteen If a Term Lender does not notify the Borrower as provided in clause (15iv) calendar days after above, then such holder shall be deemed to have rejected such offer. The Borrower shall prepay on the effective date specified in the Borrower Notice an amount equal to the lesser of (i) the amount of the Excess Proceeds or Excess Harvest Proceeds required to be offered to the Lenders and (ii) the aggregate amount of the outstanding Term Loans of the Term Lenders as to which such offer shall have been accepted. In the event that the Borrower shall be required to offer to apply any of such Change Excess Proceeds or Excess Harvest Proceeds pursuant to the penultimate sentence of Section 6.10(b) or 6.11, the Borrower will give prompt written notice (a "Subsequent Borrower Notice") of such election to all Term Lenders that have accepted the initial prepayment offer made with respect to the applicable Excess Proceeds or Excess Harvest Proceeds (with a copy of such Subsequent Borrower Notice to the Administrative Agent), and will promptly prepay the Term Loans of each such Lender that shall have accepted within 10 days of the Subsequent Borrower Notice the offer contained therein in Controlan amount equal to the lesser of (i) the amount of the Excess Proceeds or Excess Harvest Proceeds required to be offered to such Lenders pursuant to such penultimate sentence of Section 6.10(b) or 6.11 and (ii) the aggregate amount of the outstanding Term Loans of such Lenders as to which such offer shall have been accepted. The Borrower shall be required to provide the Administrative Agent with written copies of all information received from Term Lenders pursuant to this paragraph (b) as such information is received.
(c) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment made under this Section 2.12, a certificate signed by a Financial Officer of the Borrower or the Managing General Partner setting forth in reasonable detail the calculation of the amount of such prepayment. Each notice of prepayment shall specify the prepayment date and the Type and principal amount of each Loan (or portion thereof) to be prepaid. All prepayments under this Section 2.12 shall be subject to Section 2.15, but shall otherwise be without premium or penalty.
(d) Amounts to be applied pursuant to this Section 2.12 to the prepayment of Term Loans of any Lender shall be applied first to reduce outstanding ABR Term Loans of such Lender and then to prepay Eurodollar Term Loans of such Lender. 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 Term Loans outstanding (the amount of any such excess being called the "Excess Amount"), the Borrower shall provide have the right, in lieu of making such prepayment in full, to prepay all the outstanding applicable ABR Loans of the applicable class and to deposit an amount equal to the Banks Excess Amount with the following documentation, Administrative Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent:
(i) a description by and in the sole dominion and control of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment amounts so deposited shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event held by the Administrative Agent shall fail as collateral for the Obligations and applied to deliver such notice within such 30-day period, the right of the Majority Banks to require a 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 lapse be invested by the Administrative 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 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 made with the deposited amounts may not be exercisedreduced.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repayment.
Appears in 1 contract
Samples: Credit Agreement (Rayonier Inc)
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), or any reduction of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of ControlAggregate Elected Commitment Amounts pursuant to Section 2.06(c), the Borrower and Gerdau shall notify total Revolving Credit Exposures exceeds the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controltotal Commitments, then the Borrower shall provide to (A) prepay the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of Borrowings on the date of such notice termination or reduction in an aggregate principal amount equal to such excess, and (B) if any mandatory prepayment required pursuant excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right on behalf of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net Proceeds; excess to be held as cash collateral as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., in Section 2.08(j).
(ii) existing bilateral facilities Upon any redetermination of or any renewals thereofadjustment to the amount of the Borrowing Base in accordance with Section 2.07 or Section 8.13(c), provided that any such renewal if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall not increase (A) prepay the Borrowings in an aggregate principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESequal to such excess, and (ivB) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or excess remains after prepaying all of the Subsidiary that issues the bonds) from any bond issuanceBorrowings as a result of an LC Exposure, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory pay to the Administrative Agent until on behalf of the Lenders an amount equal to such repaymentexcess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within ninety days (90) following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 9.12(d), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of a disposition in accordance with Section 9.12(d); provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral, if required, on the date it issues such Senior Notes; provided that all payments required to be made pursuant to this Section 3.04(c)(iv) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence Maximum Credit Amount pursuant to Section 2.04(c) or as a result of any Change of Controla Monthly Commitment Reduction, and in any event no later than one (1) Business Day after the effective Credit Exposure exceeds the Commitment, then the Borrowers shall prepay the Borrowings on the date of such Change termination or reduction in an aggregate principal amount equal to such excess.
(ii) Upon any redetermination of Control, or adjustment to the Borrower and Gerdau shall notify the Banks amount of the occurrence of such Change Borrowing Base in Control. No later than accordance with Section 2.05 or Section 8.13(c), if there is a Borrowing Base Deficiency, then the Borrowers shall, within fifteen (15) calendar days after following receipt of the effective New Borrowing Base Notice in accordance with Section 2.05(d) or the date the adjustment occurs, provide written notice (the “Election Notice”) to the Lender stating the action which the Borrowers propose to take to remedy such excess, and the Borrowers shall thereafter, at its option, either (A) within thirty (30) days following the delivery of the Election Notice, prepay the Borrowings in an aggregate principal amount equal to such excess, (B) eliminate such excess by making six (6) consecutive mandatory prepayments of principal on the Loan, each of which shall be in the amount of 1/6th of the amount of such Change excess, commencing on the first Monthly Date following the delivery of the Election Notice, and continuing on each Monthly Date thereafter, (C) within ninety (90) days following the delivery of the Election Notice, submit (and pledge as collateral) additional Oil and Gas Properties owned by the Borrowers for consideration in Controlconnection with the determination of the Borrowing Base which the Lender deems sufficient in its sole discretion to eliminate such excess, or (D) within ninety (90) days following the Borrower delivery of the Election Notice, eliminate such excess through a combination of prepayments and submission of additional Oil and Gas Properties as set forth in subclauses (A) and (C) above. The Borrowers shall provide be obligated to deposit any such cash collateral amount within five (5) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.05(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.03(c)(ii) must be made on or prior to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; andTermination Date.
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating Upon any adjustments to the Persons that acquired Voting Stock and/or the power Borrowing Base pursuant to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment orSection 9.12, if Loans have been advancedthere is a Borrowing Base Deficiency, then the Borrowers shall (A) prepay the Borrowings in an aggregate principal amount equal to require the Borrower to repay such excess, and (B) if any excess remains after prepaying all of the outstanding Loans plus accrued interest thereonBorrowings as a result of an LC Exposure, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof pay to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lender an amount equal to such Net Proceedsexcess to be held as cash collateral as provided in this Agreement. The Borrowers shall be obligated to make such prepayment and/or deposit of cash collateral on the date it receives cash proceeds as a result of such disposition or such incurrence of Debt; provided that all payments required to be made pursuant to this mandatory prepayment obligation shall not apply with respect Section 3.03(c)(iii) must be made on or prior to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and Termination Date.
(iv) any borrowings under the Amended and Restated Credit Agreement dated as Each prepayment of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up Borrowings pursuant to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bondsthis Section 3.03(c) from any bond issuance, the Borrower shall not be required applied ratably to repay the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.03(c) shall be accompanied by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory accrued interest to the Administrative Agent until such repaymentextent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (ai) Promptly following If, after giving effect to (A) any termination or reduction of the occurrence Aggregate Maximum Credit Amounts pursuant to Section 2.03(b) or (B) any termination or reduction of any Change the Aggregate Elected Revolving Commitment Amount, the outstanding aggregate principal amount of Controlthe Revolving Loans plus the LC Exposure and the Swingline Exposure exceeds the Aggregate Maximum Credit Amounts or the Aggregate Elected Revolving Commitment Amount, and in any event no later than one then the Borrower shall (1) Business Day prepay the Loans on the date of such termination or reduction in an aggregate principal amount equal to the excess, and (2) if any excess remains after prepaying all of the Loans, pay to the Administrative Agent on behalf of the Revolving Lenders an amount equal to the excess to be held as cash collateral as provided in Section 2.10(b).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.08 (other than Section 2.08(e) and (f)), if a Deficiency exists, then the Borrower shall, within thirty (30) days of the effective date of such Change of Controlnew Borrowing Base, elect to: (A) prepay the Revolving Loans in an aggregate principal amount equal to such Deficiency, (B) pay such Deficiency in six (6) equal installments, the Borrower first such installment being due and Gerdau shall notify payable by the Banks of first Business Day after such election has been made and the occurrence of remaining installments due monthly thereafter until such Change Deficiency is paid in Control. No later than fifteen full, (15C) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory and pledge as Mortgaged Properties additional Oil and Gas Properties acceptable to the Administrative Agent:
Agent and the Lenders in their sole discretion (itogether with the status of title information with respect thereto) a description to increase the Borrowing Base by an amount at least equal to such Deficiency, or (D) effect any combination of the circumstances foregoing clauses (A), (B) and (C) in amounts necessary to eliminate such Deficiency; provided that all payments required to be made pursuant to this Section 2.07(b)(ii) must be made on or transactions that constituted prior to the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; andTermination Date.
(iii) updated financial statements Upon any adjustment to the amount of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct Borrowing Base in accordance with Section 2.08(e) or cause the direction of the management of Gerdau(f), Section 8.08 or Section 9.13, if a Deficiency exists, then the Borrower or shall: (A) prepay the Revolving Loans in an aggregate principal amount equal to such Deficiency, and (B) if a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay Deficiency remains after prepaying all of the outstanding Revolving Loans plus accrued interest thereonand Swingline Loans as a result of an LC Exposure, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant provide to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days on behalf of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net ProceedsDeficiency to be held as cash collateral as provided in Section 2.10(b). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral upon the effectuation of such termination or sale in accordance with Section 2.08(e), removal of Oil and Gas Properties in accordance with Section 8.08 or of such sale made in accordance with Section 9.13; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereofas applicable, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be all payments required to repay the Loans by such amount within the five (5be made pursuant to this Section 2.07(b)(iii) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (must be made on or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory prior to the Administrative Agent until such repaymentTermination Date.
Appears in 1 contract
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of ControlAggregate Maximum Revolving Credit Amounts pursuant to Section 2.06(b), the Borrower and Gerdau shall notify total Revolving Credit Exposures exceeds the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in ControlAggregate Revolving Credit Commitments, then the Borrower shall provide to (A) prepay the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of Revolving Borrowings on the date of such notice termination or reduction in an aggregate principal amount equal to such excess, and (B) if any mandatory prepayment required pursuant excess remains after prepaying all of the Revolving Borrowings as a result of an LC Exposure, pay to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right on behalf of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net Proceedsexcess to be held as cash collateral as provided in Section 2.08(j).
(ii) If, after giving effect to any change in the then effective Borrowing Base as the result of monthly amortization established pursuant Section 2.07(e), the total Revolving Credit Exposures exceeds the Borrowing Base, as reduced, then the Borrower shall (A) prepay the Revolving Borrowings three (3) Business Days following the date of such amortization in an aggregate principal amount equal to such excess and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(iii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Revolving Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Revolving Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Revolving Credit Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within ninety days (90) following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this mandatory prepayment obligation Section 3.04(c)(iii) must be made on or prior to the Revolving Credit Termination Date.
(iv) Upon any adjustments to the Borrowing Base pursuant to Section 9.12(d), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall not apply with respect to any Net Proceeds derived from (iA) prepay the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the Revolving Borrowings in an aggregate principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESequal to such excess, and (ivB) if any borrowings under excess remains after prepaying all of the Amended and Restated Revolving Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Revolving Credit Agreement dated Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of October 28cash collateral on the date it receives cash proceeds as a result of such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iv) must be made on or prior to the Revolving Credit Termination Date.
(v) Each prepayment of Revolving Borrowings pursuant to this Section 3.04(c) shall be applied, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiariesfirst, various financial institutions named thereinratably to any ABR Revolving Borrowings then outstanding, as lendersand, Bank of Americasecond, N.A., as administrative agentto any Eurodollar Revolving Borrowings then outstanding, and Bank if more than one Eurodollar Revolving Borrowing is then outstanding, to each such Eurodollar Revolving Borrowing in order of Americapriority beginning with the Eurodollar Revolving Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Revolving Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(vi) Each prepayment of Revolving Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Revolving Credit Loans of each Revolving Credit Lender included in the prepaid Revolving Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
(vii) The Borrower shall, N.A. to the extent such Net Cash Proceeds are not required as prepayments by Section 3.04(c)(i) through (acting through its Canada branch)vi) above, as Canadian administrative agent; prepay the Term Loan Notes and accrued and unpaid interest thereon in amounts equal to:
(A) 100% of the Net Cash Proceeds of any sale or disposition of Properties permitted by Section 9.12, provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay make such prepayment of the Loans Term Loan Notes for the Xxxxxxxx Disposition.
(B) 100% of the Net Cash Proceeds of any Debt incurrence of the Borrower or any of its Subsidiaries or of the sale or issuance of any Equity Interests of the Borrower, excluding Debt permitted by such amount within the five (5) Business Day timeframe specified above, but Section 9.02. Such prepayment shall instead repay the Loans by such amount be made no later than November 15, 2007, provided that Gerdau the next Business Day after the receipt of such proceeds.
(or C) 100% of the Subsidiary that issues the bonds) holds all such Net Cash Proceeds in escrow in a manner satisfactory of any Casualty Event related to the Administrative Agent until Borrower or any of its Subsidiaries.
(D) Notwithstanding anything herein to the contrary, if the amount of any Net Cash Proceeds referred to in Section 3.04(c)(vii)(A) through (C) would otherwise be payable under Section 3.04(c)(i) through (vi) but such repaymentpayment is waived, such amount shall be payable to the Borrower pursuant to this Section 3.04(c)(vii).
Appears in 1 contract
Mandatory Prepayments. (ai) Promptly If, after giving effect to any termination or reduction in the Total Commitment pursuant to Section 2.06(c), the total Revolving Credit Exposures exceed the Loan Limit, then the Borrower shall prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, Cash Collateralize such excess as provided in Section 2.08(j).
(ii) Other than as provided for pursuant to Sections 3.04(c)(i) and 3.04(c)(iii), upon the occurrence of a Borrowing Base Deficiency, the Borrower shall eliminate such Borrowing Base Deficiency in its entirety by electing (with written notice to the Administrative Agent) within ten (10) Business Days following the occurrence of any Change of Control, and in any event no later than such Borrowing Base Deficiency to take one (1) Business Day after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks or more of the occurrence of such Change in Control. No later than fifteen following actions:
(15A) calendar within thirty days after the effective date of such Change in Controlnotice given pursuant to this Section 3.04(c), prepaying the Borrower shall provide to the Banks the following documentationBorrowings, satisfactory to the Administrative Agent:
(i) a description and if any excess remains after prepaying all of the circumstances or transactions that constituted the Change Borrowings as a result of Control or comparable corporate reorganizationan LC Exposure, Cash Collateralizing such excess as provided in Section 2.08(j);
(iiB) a description of within thirty days after the new corporate structure; and
(iii) updated financial statements notice given pursuant to this Section 3.04(c), adding additional Oil and Gas Properties of the Borrower and the Guarantors and financial information relating other Credit Parties to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
Reserve Report (b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment orand, if Loans have been advancedrequired under Section 8.14, mortgaging additional Oil and Gas Properties in compliance with the requirements of Section 8.14) that, in each case, are acceptable to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof and the Lenders and would result in an increase to the Borrower Borrowing Base; or
(C) within 30 thirty days of after the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required given pursuant to this Section 2.8 shall be 3.04(c), electing to make (and thereafter paying in accordance with such election) six equal monthly payments that collectively prepay the Borrowings until such excess is reduced to zero (and if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, Cash Collateralize such excess as provided in Section 2.08(j)), with the first such payment being due and payable within such thirty days and each subsequent payment being due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-same day period, the right in each of the Majority Banks subsequent calendar months; 50 provided that all payments required to require a prepayment of be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Loans shall lapse and may not be exercisedTermination Date.
(ciii) Within five (5Upon any adjustment to the Borrowing Base pursuant to Section 2.07(e) Business Days of receipt of any Net Proceeds by or Section 9.11, if the BorrowerTotal Exposure exceeds the Borrowing Base as adjusted, any Guarantor or any of their respective Subsidiaries, then the Borrower shall repay prepay the Loans by Borrowings in an aggregate principal amount equal to such Net Proceedsexcess and if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, Cash Collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or Cash Collateralize such excess on the third (3rd) Business Day after it receives the applicable New Borrowing Base Notice in accordance with Section 2.07(d); provided that all payments required to be made pursuant to this mandatory prepayment obligation shall not apply with respect Section 3.04(c)(iii) must be made on or prior to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and Termination Date.
(iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any borrowings under the Amended and Restated Credit Agreement dated as of October 28ABR Borrowings then outstanding, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiariesand, various financial institutions named thereinsecond, as lenders, Bank of America, N.A., as administrative agentto any Eurodollar Borrowings then outstanding, and Bank if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of America, N.A. priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up v) Each prepayment of Borrowings pursuant to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bondsthis Section 3.04(c) from any bond issuance, the Borrower shall not be required applied ratably to repay the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory accrued interest to the Administrative Agent until such repaymentextent required by Section 3.02.
Appears in 1 contract
Samples: Credit Agreement
Mandatory Prepayments. The Borrower shall from time to time --------------------- prepay the Revolving Loans and Swingline Loans (aand/or provide cover for LC Exposure as specified in Section 2.05(j)) Promptly following in such amounts as shall be necessary so that at all times the occurrence sum of any Change the aggregate outstanding amount of Control, and Revolving Credit Exposure plus the aggregate principal amount of Pari Passu Debt then ---- outstanding plus the aggregate principal amount (as defined in any event no later than one (1the definition of ---- "Material Indebtedness" herein) Business Day after of the effective date obligations of such Change of Control, the Borrower and Gerdau its Subsidiaries under Hedging Agreements shall notify not exceed the Banks of the occurrence of Borrowing Base, such Change in Controlamounts to be applied, first, to Swingline Loans outstanding, second, to Revolving Loans outstanding and, third, as cover for LC Exposure outstanding. No later than fifteen (15) calendar days after the effective On each date of such Change in Controlon which a Borrowing Base Certificate is delivered pursuant to Section 5.01(f), the Borrower shall (as provided in Section 5.01(f)) determine the aggregate Revolving Credit Exposure (taking into account the Dollar Equivalent of the aggregate amount of Revolving Credit Loans denominated in any Approved Foreign Currency), and shall provide to the Banks Administrative Agent with a copy of such determination. In addition, promptly upon the following documentationreceipt by the Administrative Agent of a Currency Valuation Notice (as defined below), satisfactory to the Administrative Agent shall (and at any time at the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau's option, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice may) similarly determine the aggregate Revolving Credit Exposure. Upon receipt of any such determination from the Borrower, and upon its making any such determination, the Administrative Agent shall promptly notify the Lenders thereof to (and in the Borrower within 30 days case of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to any such determination by the Administrative Agent, has been delivered to the Borrower). If on the date of any such determination the aggregate Revolving Credit Exposure exceeds 105% of the aggregate amount of the Commitments as then in effect, the Borrower shall, if requested by the Required Lenders (through the Administrative Agent), prepay the Revolving Loans and Swingline Loans (and/or provide cover for LC Exposure as specified in Section 2.05(j)) in such amounts as shall be necessary so that after giving effect thereto, the aggregate Revolving Credit Exposure does not exceed the Commitments. Any cancellation For purposes hereof, "Currency Valuation Notice" ------------------------- means a notice given by the Required Lenders stating that such notice is a "Currency Valuation Notice" and requesting that the Administrative Agent determine the Dollar Equivalent of the Total Commitment aggregate Revolving Credit Exposure. The Administrative Agent shall not be required to make more than one valuation determination pursuant to a Currency Valuation Notice during any rolling three- month period. For the purpose of the determinations in this paragraph (b), the outstanding principal amount of any Loan that is denominated in an Approved Foreign Currency shall be effective deemed to be the Dollar Equivalent of the amount in the Currency of such Loan, determined as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on determination or, in the date occurring five (5) Business Days following such notice. In the event case of a Currency Valuation Notice received by the Administrative Agent shall fail prior to deliver 11:00 a.m., New York City time, on a Business Day, on such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified aboveor, but shall instead repay in the Loans by case of a Currency Valuation Notice otherwise received, on the first Business Day after such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repaymentCurrency Valuation Notice is received.
Appears in 1 contract
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of ControlAggregate Maximum Credit Amounts pursuant to Section 2.06, and in any event no later than one the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (1A) Business Day after prepay the effective Borrowings on the date of such Change of Controltermination or reduction in an aggregate principal amount equal to such excess, the Borrower and Gerdau shall notify the Banks (B) if any excess remains after prepaying all of the occurrence Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such Change excess to be held as cash collateral as provided in Control. No later Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 (other than fifteen (15Section 2.07(e)) calendar days after the effective date of such Change in Controlor Section 8.13(c), if there exists a Borrowing Base Deficiency, then the Borrower shall provide within twenty (20) days following receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs (or such longer period, not to the Banks the following documentationexceed thirty (30) days, satisfactory acceptable to the Administrative Agent), provide written notice (the “Election Notice”) to the Administrative Agent stating the action which the Borrower proposes to take to eliminate such Borrowing Base Deficiency, and the Borrower shall thereafter, at its option, either:
(iA) a description within ten (10) days following its delivery of the circumstances Election Notice (or transactions that constituted the Change of Control or comparable corporate reorganization;
such longer period, not to exceed one hundred eighty (ii180) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating days, acceptable to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(iAgent), (ii) and (iii) above, by instruments reasonably satisfactory in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event provide the Administrative Agent shall fail to deliver such notice within such 30-day period, the right with additional security consisting of the Majority Banks to require a prepayment of the Loans shall lapse Oil and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply Gas Properties with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, value and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner quality satisfactory to the Administrative Agent until and the Required Lenders in their sole discretion to eliminate such repaymentBorrowing Base Deficiency,
(B) within ten (10) days following its delivery of the Election Notice, prepay without premium or penalty, the Borrowings in an amount sufficient to eliminate such Borrowing Base Deficiency and, if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount necessary to eliminate such remaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j),
(C) elect to prepay (and thereafter pay), without premium or penalty, the principal amount of Loans necessary to eliminate such Borrowing Base Deficiency in not more than six (6) equal monthly installments plus accrued interest thereon with the first such monthly payment being due within ten (10) days following its delivery of the Election Notice (and, if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount necessary to eliminate such remaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j)), or
(D) by any combination of prepayment and additional security as provided in the preceding clause (A), clause (B) or clause (C), eliminate such Borrowing Base Deficiency; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any reduction of the Borrowing Base pursuant to Section 2.07(e) in connection with issuance of Permitted Senior Unsecured Notes or pursuant to Section 9.12(e)(v), then if there exists a Borrowing Base Deficiency, the Borrower shall prepay the Borrowings in an amount sufficient to eliminate such Borrowing Base Deficiency and, if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount necessary to eliminate such remaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date of the issuance or incurrence of such Permitted Senior Unsecured Notes or, with respect to any Transfer or Swap Monetization pursuant to Section 9.12(e)(v), on the date when it receives proceeds from such Transfer or Swap Monetization; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) If, as of the last Business Day of any month, commencing with the Effective Date, the Credit Parties have Excess Cash as of the end of such Business Day, the Borrower shall prepay Borrowings on the immediately following Business Day, which prepayment shall be in an amount equal to the amount of such Excess Cash as of the end of such immediately preceding Business Day.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied (A) first, ratably to any ABR Borrowings then outstanding, (B) second, to any RFR Borrowings then outstanding, and if more than one RFR Borrowing is then outstanding, to each such RFR Borrowing in order of priority beginning with the RFR Borrowing with the least number of days remaining prior to the Interest Payment Date applicable thereto and ending with the RFR Borrowing with the most number of days remaining prior to the Interest Payment Date applicable thereto, and (C) third, to any Term Benchmark Borrowings then outstanding, and if more than one Term Benchmark Borrowing is then outstanding, to each such Term Benchmark Borrowing in order of priority beginning with the Term Benchmark Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Term Benchmark Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Samples: Credit Agreement (Centennial Resource Development, Inc.)
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of ControlAggregate Maximum Credit Amounts pursuant to Section 2.06(b), the Borrower and Gerdau shall notify total Credit Exposures exceeds the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controltotal Commitments, then the Borrower shall provide to (A) prepay the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of Borrowings on the date of such notice termination or reduction in an aggregate principal amount equal to such excess, and (B) if any mandatory prepayment required pursuant excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right on behalf of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net Proceeds; excess to be held as cash collateral as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., in Section 2.08(j).
(ii) existing bilateral facilities Upon any redetermination of or any renewals thereofadjustment to the amount of the Borrowing Base in accordance with Section 2.07 or Section 8.13(c), provided if the total Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall, within ten (10) days after written notice that any such renewal shall not increase the total Credit Exposure exceeds the redetermined or adjusted Borrowing Base, notify Administrative Agent of its decision to either (A) prepay the Borrowings in an aggregate principal amount outstanding thereunder, equal to such excess within ninety (iii0) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESdays of such decision, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or excess remains after prepaying all of the Subsidiary that issues the bonds) from any bond issuanceBorrowings as a result of an LC Exposure, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory pay to the Administrative Agent until on behalf of the Lenders an amount equal to such repaymentexcess to be held as cash collateral as provided in Section 2.08(j) or (B) within ninety (90) days pledge additional Collateral to the Administrative Agent for the benefit of the Lenders, which Collateral shall be sufficient in Administrative Agent’s opinion to increase the Borrowing Base and eliminate any excess over the total Credit Exposure.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 9.11, if the total Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it receives cash proceeds as a result of such disposition or such incurrence of Debt; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied to outstanding Borrowings first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (a) Promptly following Upon any redetermination of or any other adjustment to the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks amount of the occurrence of such Change Borrowing Base in Control. No later accordance with Section 2.4 (other than fifteen (15in accordance with Section 2.4(e)) calendar days after or otherwise pursuant to this Agreement, if the effective date of such Change in Controltotal Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall provide (i) at its election (A) prepay the Loans in an aggregate principal amount equal to such Borrowing Base Deficiency, (B) execute documentation reasonably acceptable to the Banks the following documentation, Administrative Agent to create a first priority perfected Lien in additional Oil and Gas Properties with value and quality satisfactory to the Administrative Agent:
(i) Agent and the Required Lenders in their sole discretion not currently subject to a description mortgage Lien in favor of the circumstances Administrative Agent pursuant to the Collateral Documents of equal or transactions that constituted greater value to such Borrowing Base Deficiency, (C) prepay the Change Loans in five (5) equal monthly installments each equal to one-fifth of Control such Borrowing Base Deficiency, the first of which shall be due on the thirtieth (30th) day following its receipt of the New Borrowing Base Notice in accordance with Section 2.4(d) or comparable corporate reorganization;
the date the adjustment occurs; or (D) any combination of the foregoing and (ii) a description if any excess remains after prepaying all of the new corporate structure; and
(iii) updated financial statements Loans as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.21(g). The Borrower and shall be obligated to (1) within ten (10) days following its receipt of the Guarantors and financial information relating New Borrowing Base Notice in accordance with Section 2.4(d) or the date the adjustment occurs, give written notice to the Persons that acquired Voting Stock Administrative Agent of its election to cure such Borrowing Base Deficiency pursuant to the applicable subclause (A) – (D) of Section 2.11(a)(i) and (2) make such prepayment, execute such documentation, make all such installment payments and/or deposit of cash collateral on the power date which is thirty (30) days (with regards to direct or cause the direction clauses (i)(A) and (i)(B) of the management immediately preceding sentence) or on the date which is one-hundred fifty (150) days (with regards to clauses (i)(C) and (i)(D) in the immediately preceding sentence) following its receipt of Gerdau, the Borrower New Borrowing Base Notice in accordance with Section 2.4(d) or a Guarantor, as the case may be, date the adjustment occurs; provided that resulted in such Change in Controlall payments required to be made pursuant to this Section 2.11(a) must be made on or prior to the Commitment Termination Date.
(b) If Upon each redetermination of the Borrowing Base under Section 2.4(e) from the occurrence of a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment orTriggering Event, if Loans have been advanceda Borrowing Base Deficiency then exists or results therefrom, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereonthen, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of on the date of such notice redetermination, Borrower shall prepay the Loans in an aggregate principal amount equal to such Borrowing Base Deficiency, and if any mandatory prepayment required pursuant Borrowing Base Deficiency remains after prepaying all of the Loans as a result of an LC Exposure, pay to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right on behalf of the Majority Banks Lenders an amount equal to require a prepayment of the Loans shall lapse and may not such Borrowing Base Deficiency to be exercisedheld as cash collateral as provided in Section 2.21(g).
(c) Within five (5) Business Days of receipt of any Net Proceeds Any prepayments made by the BorrowerBorrower pursuant to subsection (a) or (b) of this Section shall be applied as follows: first, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, to the principal balance of the Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Commitments; and fifth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such repaymentdate plus any accrued and unpaid fees thereon.
Appears in 1 contract
Samples: Credit Agreement (Ring Energy, Inc.)
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), or any reduction of any Change of Controlthe Aggregate Elected Commitment Amounts pursuant to Section 2.06(c), and in any event no later than one the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (1A) Business Day after prepay the effective Borrowings on the date of such Change of Controltermination or reduction in an aggregate principal amount equal to such excess, the Borrower and Gerdau shall notify the Banks (B) if any excess remains after prepaying all of the occurrence Borrowings as a result of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controlan LC Exposure, the Borrower shall provide to the Banks the following documentation, satisfactory pay to the Administrative Agent:
(i) a description Agent on behalf of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.08(j).
(ii) a description Upon any redetermination of or adjustment to the amount of the new corporate structure; and
Borrowing Base in accordance with Section 2.07 (iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable than pursuant to Section 4.4. The Majority Banks 2.07(e)) or Section 8.13(c), if there exists a Borrowing Base Deficiency, then the Borrower shall be entitled within ten (10) Business Days following receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs, provide written notice (the “Election Notice”) to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to stating the action which the Borrower proposes to take to eliminate such Borrowing Base Deficiency, and the Borrower shall thereafter, at its option, either
(A) within 30 thirty (30) days following its delivery of the date the documentation listed in Section 2.8(a)(i)Election Notice, (ii) and (iii) above, by instruments reasonably satisfactory in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event provide the Administrative Agent shall fail to deliver such notice within such 30-day period, the right with additional security consisting of the Majority Banks to require a prepayment of the Loans shall lapse Oil and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply Gas Properties with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, value and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner quality satisfactory to the Administrative Agent until and the Required Lenders in their sole discretion to eliminate such repaymentBorrowing Base Deficiency,
(B) within thirty (30) days following its delivery of the Election Notice, prepay the Borrowings in an amount sufficient to eliminate such Borrowing Base Deficiency and, if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount necessary to eliminate such remaining Borrowing Base Deficiency to be held as Cash Collateral as provided in Section 2.08(j),
(C) elect to prepay (and thereafter pay) the principal amount necessary to eliminate such Borrowing Base Deficiency in not more than three (3) equal monthly installments plus accrued interest thereon with the first such monthly payment being due within thirty (30) days following its delivery of the Election Notice (and, if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount necessary to eliminate such remaining Borrowing Base Deficiency to be held as Cash Collateral as provided in Section 2.08(j)), or
(D) by any combination of prepayment and additional security as provided in the preceding clauses (A), (B) or (C), eliminate such Borrowing Base Deficiency; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), if there is a Borrowing Base Deficiency, then the Borrower shall (A) prepay any Borrowings or (B) Cash Collateralize any LC Exposure as provided in Section 2.08(j), in an aggregate amount equal to such Borrowing Base Deficiency. The Borrower shall be obligated to make such prepayment and/or deposit of Cash Collateral within one Business Day of the date it receives proceeds of such issuance of Permitted Unsecured Debt; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Promptly following any sale, lease, conveyance, disposition or other transfer by any Credit Party of any of its Proved Reserves, without duplication, or any termination or other monetization by any Credit Party of any Swap Agreement in respect of commodities, other than as permitted by Section 9.12, and immediately after giving effect thereto there exists a Borrowing Base Deficiency, then the Borrower shall, within thirty (30) days following such occurrence, eliminate such Borrowing Base Deficiency from the Net Proceeds of such sale, lease, conveyance, disposition, transfer, termination or monetization. Nothing in this paragraph is intended to permit any Credit Party to sell Property other than pursuant to Section 9.12, and any such non-permitted sale will constitute a breach of this Agreement.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence Aggregate Maximum Credit Amounts pursuant to Section 2.05(b) or reduction of any Change the Elected Loan Limit pursuant to Section 2.01(b)(i), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall prepay the Revolving Credit Borrowings on the date of Controlsuch termination or reduction in an aggregate principal amount equal to such excess, and if any excess remains after prepaying all of the Revolving Credit Borrowings as a result of Letter of Credit Obligations, Cash Collateralize such excess in an amount equal to the greater of (A) the amount of such Letter of Credit Obligations and (B) the maximum amount that may be available to be drawn at any event no later than one time prior to the stated expiry of all outstanding Letters of Credit.
(ii) (A) Upon any Scheduled Redetermination or Interim Redetermination or other adjustment of the Borrowing Base pursuant to Section 8.13(c) if the total Revolving Credit Exposures plus the principal balance of Permitted Pari Term Loan Debt then outstanding exceeds the redetermined Borrowing Base and the Administrative Agent sends a New Borrowing Base Notice to the Borrower indicating such Borrowing Base Deficiency (each, a “Borrowing Base Deficiency Notice”), then the Borrower shall within ten (10) Business Days following receipt of such Borrowing Base Deficiency Notice elect whether to (1) prepay the Revolving Credit Borrowings an amount which would, if prepaid immediately, eliminate the Borrowing Base Deficiency, (2) execute one or more Security Instruments (or cause a Subsidiary to execute one or more Security Instruments) covering such other Oil and Gas Properties as are reasonably acceptable to the Majority Lenders having present values which, in the reasonable opinion of the Majority Lenders, based upon the Majority Lenders’ good-faith evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount sufficient to eliminate the Borrowing Base Deficiency, or (3) do any combination of the foregoing. If the Borrower fails to make an election within such ten (10) Business Day period after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks Borrower’s receipt of the occurrence Borrowing Base Deficiency Notice, then Borrower shall be deemed to have selected the prepayment option specified in clause (1) above. To the extent any prepayment of such Change in Control. No later than fifteen (15) calendar days Revolving Credit Borrowings is required hereunder, if a Borrowing Base Deficiency remains after the effective date prepaying all Revolving Credit Borrowings as a result of such Change in ControlLetter of Credit Obligations, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted Cash Collateralize such excess in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from the greater of (ix) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any amount of such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, Letter of Credit Obligations and (ivy) the maximum amount that may be available to be drawn at any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory time prior to the Administrative Agent until such repaymentstated expiry of all outstanding Letters of Credit.
Appears in 1 contract
Mandatory Prepayments. (a) Promptly Subject to the provisions of this Section 2.8, if and to the extent at the end of any fiscal quarter following the occurrence of any Change a Mandatory Prepayment and Leverage Ratio Event:
(a) the sum of, in each case without duplication, (i) the Indebtedness of Control, and in any event no later than one (1) Business Day after the effective date of such Change of Control, the Borrower and Gerdau shall notify each Restricted Subsidiary secured by a Lien on assets of Borrower or a Restricted Subsidiary that does not constitute a Permitted Lien, plus (ii) the Banks Outstanding Amount (excluding the amount of the occurrence L/C Obligations under Performance Letters of such Change in Control. No later than fifteen Credit) under this Agreement, exceeds
(15b) calendar days after the effective date 20% of such Change in ControlTotal Consolidated Stockholders Equity (excluding non-controlling interests), the Borrower shall provide to reduce the Banks Outstanding Amount by the following documentation, satisfactory to the Administrative Agent:
(i) a description amount of such excess. For purposes of the circumstances or transactions that constituted foregoing, Indebtedness, Restricted Subsidiary, Lien, Permitted Lien and Total Consolidated Stockholders Equity shall have the Change of Control or comparable corporate reorganization;
(ii) a description meanings given to such terms in the most restrictive outstanding indenture for Borrower’s senior notes. Commencing with the end of the new corporate structure; and
(iii) updated financial statements fiscal quarter following satisfaction of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of GerdauInterest Coverage Trigger for two consecutive quarters, the Borrower or provisions of this Section 2.8 shall no longer be applicable, unless and until a Guarantor, as the case may be, that resulted Mandatory Prepayment and Leverage Ratio Event thereafter occurs. Amounts to be applied in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required connection with prepayments made pursuant to this Section 2.8 shall be due applied, first, to the prepayment of Revolving Loans, and payable on second, if the date occurring five aggregate principal amount of Revolving Loans then-outstanding is less than the amount of such prepayments (5) Business Days following because L/C Obligations constitute a portion of the Outstanding Amount), Borrower shall, to the extent of the balance, deposit an amount in cash equal to 100% of such notice. In the event L/C Obligations in a cash collateral account established with the Administrative Agent shall fail to deliver such notice within such 30-day period, for the right benefit of the Majority Banks Lenders on terms and conditions satisfactory to require a the Administrative Agent. The application of any prepayment of Revolving Loans pursuant to this Section 2.8 shall be made, first, to ABR Loans, second, to Term Benchmark Loans, and third, to RFR Loans, and in each case, shall be made pro rata between the Class A Revolving Loans and the Class B Revolving Loans based on each Lender’s Percentage Interest. Each prepayment of the Loans under this Section 2.8 shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds accompanied by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory accrued interest to the Administrative Agent until date of such repaymentprepayment on the amount prepaid.
Appears in 1 contract
Samples: Credit Agreement (Lennar Corp /New/)
Mandatory Prepayments. (a) Promptly following Except for Protective Advances permitted under Section 2.18 (Protective Advances), if at any time, the occurrence aggregate principal amount of any Change Revolving Credit Outstandings exceeds the Maximum Credit at such time, the Borrowers shall forthwith prepay the Swing Loans then outstanding first, to the extent of Controlsuch excess, and then, if the Revolving Credit Outstandings still exceed the Maximum Credit, the Borrowers shall prepay the Revolving Loans then outstanding in an amount equal to such excess. If any event no later than one such excess remains after repayment in full of the aggregate outstanding Swing Loans and Revolving Loans, the Borrowers shall provide Cash Collateral for Letter of Credit Undrawn Amounts in the manner set forth in Section 9.3 (1Actions in Respect of Letters of Credit) Business Day after the effective date in an amount equal to 103% of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Controlexcess.
(b) If a Change of Subject to Section 7.12(e) (Control occursAccounts; Approved Deposit Accounts), the Majority Banks will have Borrowers hereby waive the right to cancel direct the Total Commitment orapplication of all funds in the Agent Collection Account and agree that, if Loans have been advancedsolely during a Cash Dominion Period, the Collateral Agent shall (i) deliver a notice of exclusive control to each Deposit Account Bank for each Approved Deposit Account and to each Approved Securities Intermediary for each Control Account and (ii) except as provided in Section 2.13(h) (Payments and Computations), apply all payments in respect of any Obligations and all available funds in the Agent Collection Account, such Approved Deposit Accounts and such Control Accounts on a daily basis as follows: first, to require the Borrower to repay all payment of the outstanding Loans plus accrued interest thereonfees, plus any amounts indemnities, expenses and other amounts payable hereunder including(other than principal, without limitationinterest and fees under Section 2.12(b) (Letter of Credit Fees), any amounts payable pursuant but including fees, charges and disbursements of counsel to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(iand amounts payable under Sections 2.14(c) (Increased Costs; Capital Adequacy), 2.16 (iiTaxes), Article X, Section 11.3 (Costs and Expenses), Section 11.4 (Indemnities) and Section 11.5 (iiiLimitations of Liability)) above, in form and substance satisfactory payable to the Administrative Agent; second, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the outstanding principal amount of the Swing Loans by until such amount within the five (5) Business Day timeframe specified aboveSwing Loans have been repaid in full; third, but shall instead to repay the outstanding principal balance of the Revolving Loans by until such amount no later than November 15Revolving Loans shall have been repaid in full; and then to any other Obligation then due and payable; provided that, 2007notwithstanding the foregoing, provided on any day during such Cash Dominion Period that Gerdau (an Event of Default is not continuing, the Collateral Agent may, in its Permitted Discretion, elect to sweep on a daily basis only that portion of the funds on deposit in the Approved Deposit Accounts or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory credited to the Administrative Control Accounts into the Agent until Collection Account as shall be necessary to pay in full the Obligations payable on such repayment.day pursuant to the waterfall in this Section 2.9(b)
Appears in 1 contract
Samples: Credit Agreement (UTi WORLDWIDE INC)
Mandatory Prepayments. (ai) Promptly If, after giving effect to any termination or reduction of (A) the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b) or (B) the Aggregate Elected Borrowing Base Commitment pursuant to Section 2.07(h), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (1) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (2) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j).
(ii) Upon any Scheduled Redetermination or Interim Redetermination or adjustment to the amount of the Borrowing Base in accordance with Section 8.12(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one-hundred eighty (180) days following the occurrence date it receives the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs pursuant to Section 8.12(c), in six (6) consecutive equal monthly installments, the first installment being due and payable on the date that is thirty (30) days after the date the Borrower receives the New Borrowing Base Notice and each subsequent installment being due and payable on the same day in each of the subsequent calendar months; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustment to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f) or Section 2.07(g), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the second (2nd) Business Day after it receives the applicable New Borrowing Base Notice in accordance with Section 2.07(d); provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Upon the Disposition (including Casualty Events) of any Change Oil and Gas Property or any interest therein or any Restricted Subsidiary owning Oil and Gas Properties pursuant to Section 9.12(b), (d) or (e), which Disposition does not result in the total Revolving Credit Exposures exceeding the Borrowing Base, as the same may be adjusted pursuant to Section 2.07(e) or Section 2.07(g) upon any such Disposition, then the Borrower shall prepay the Borrowings (and if any excess remains after prepaying Borrowings as a result of Controlan LC Exposure, cash collateralize such excess as provided in Section 2.08(j)), together with accrued and unpaid interest thereon, in an amount equal to 100% of the Net Cash Proceeds (which Net Cash Proceeds, for the avoidance of doubt, shall not be calculated giving effect to the payment of any event no later than Debt) received from such Disposition. Such payment shall be due one (1) Business Day after the effective prior to any date of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, on which the Borrower or any Restricted Subsidiary would be required to make a Guarantormandatory prepayment of Senior Notes permitted by Section 9.02(f) or Permitted Refinancing Debt permitted by Section 9.02(g), as the case may be, with the Net Cash Proceeds from such Disposition; provided that resulted in such Change in Control.
(b) If a Change payment shall be reduced by the amount of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require such Net Cash Proceeds expended by the Borrower to repay all of and the outstanding Loans plus accrued interest thereonSubsidiary Guarantors, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel during the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of period from the date of such notice Disposition to the due date of such prepayment, to make a Qualified Investment (other than inventory and any mandatory prepayment working capital) in the businesses permitted pursuant to Section 9.06. Notwithstanding the foregoing, all payments required to be made pursuant to this Section 2.8 shall 3.04(c)(iv) must be due and payable made on or prior to the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercisedTermination Date.
(cv) Within five Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(5vi) Business Days Each prepayment of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower Borrowings pursuant to this Section 3.04(c) shall repay be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory accrued interest to the Administrative Agent until such repaymentextent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence Aggregate Maximum Credit Amounts pursuant to Section 2.03(b), the outstanding aggregate principal amount of any Change of Controlthe Loans, and in any event no later than one plus the LC Exposure, plus the Acceptance Exposure exceeds the Aggregate Maximum Credit Amounts, the Obligors shall (1i) Business Day after prepay their Loans on the effective date of such Change of Controltermination or reduction in an aggregate principal amount equal to the excess, together with interest on the Borrower principal amount paid accrued and Gerdau shall notify unpaid to the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controlprepayment, the Borrower shall provide and (ii) if any excess remains after prepaying all of their Loans because of LC Exposure or Acceptance Exposure, pay to the Banks applicable Agent on behalf of the following documentation, satisfactory Lenders an amount equal to the Administrative Agent:
excess to be held as cash collateral (ifor either LC Exposure or Acceptance Exposure or both, as the Agents shall elect) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;as provided in Sections 2.10(b) and 2.15 hereof.
(ii) a description Upon any redetermination or reduction of the new corporate structure; and
(iii) updated financial statements amount of the Borrower and Borrowing Base in accordance with Section 2.08, if the Guarantors and financial information relating redetermined or reduced Borrowing Base results in a Borrowing Base Deficiency, then the Obligors shall within thirty (30) days of receipt of written notice thereof from the U.S. Agent either: (A) prepay their Loans in an aggregate principal amount equal to the Persons that acquired Voting Stock and/or Borrowing Base Deficiency, together with interest on the power principal amount paid accrued and unpaid to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such prepayment and if a Borrowing Base Deficiency remains thereafter, because of LC Exposure or Acceptance Exposure, pay to the U.S. Agent on behalf of the Lenders an amount equal to such remaining Borrowing Base Deficiency to be held as cash collateral (for either LC Exposure or Acceptance Exposure or both, as the Agents shall elect) as provided in Sections 2.10(b) and 2.15 hereof; or (B) the U.S. Borrower shall notify the U.S. Agent (which will promptly notify the Lenders) in writing of the Obligors' election to initiate a Deficiency Period during which it will eliminate such Borrowing Base Deficiency by making three (3) consecutive monthly Deficiency Payments, the first of such payments being due and payable with the delivery to the U.S. Agent of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be each of the remaining payments due and payable on the date occurring five (5) Business Days following such notice. In same day of each month thereafter during the Deficiency Period; provided however, in the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of an acceleration of the Majority Banks to require a prepayment maturity of the Loans Notes pursuant to Section 10.01 hereof, such acceleration shall lapse also accelerate the maturity of all outstanding and may not be exercisedunpaid Deficiency Payments.
(ciii) Within five (5) Business Days of receipt of any Net Proceeds If the U.S. Borrower obtains funds by the Borrower, any Guarantor sale of capital stock or any other equity offering or by the issuance of their respective SubsidiariesSubordinated Debt to the extent permitted by the terms of this Agreement, and if at such time there exists a Borrowing Base Deficiency, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans proceeds obtained by such amount within the five (5) Business Day timeframe specified above, but capital stock or other equity offering or issuance of Subordinated Debt shall instead repay the Loans by first be used to pay such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repaymentBorrowing Base Deficiency.
Appears in 1 contract
Samples: Credit Agreement (Petrocorp Inc)
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of ControlAggregate Commitment pursuant to Section 2.06(b), and in any event no later than one the total Revolving Credit Exposures exceeds the Loan Limit (1as so reduced), then the Borrower shall (A) Business Day after prepay the effective Borrowings on the date of such Change termination or reduction in an aggregate principal amount equal to such excess, and (B) if as a result of Control, the Borrower and Gerdau shall notify the Banks an LC Exposure any excess remains after prepaying all of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in ControlBorrowings, the Borrower shall provide to the Banks the following documentation, satisfactory pay to the Administrative Agent:
(i) a description Agent on behalf of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 (other than pursuant to Section 2.07(e) or Section 2.07(f)) or Section 8.12(c), if a description Borrowing Base Deficiency shall result therefrom, then the Borrower shall eliminate such Borrowing Base Deficiency by electing to (w) make such prepayment and/or deposit of cash collateral in an aggregate principal amount equal to such Borrowing Base Deficiency within thirty (30) days after such redetermination or adjustment, (x) repay such Borrowing Base Deficiency in six (6) equal and consecutive monthly installments, the first installment being due and payable 30 days after receipt of Administrative Agent’s notice of the new corporate structure; and
(iii) updated financial statements of the Borrower Borrowing Base and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be each subsequent installment being due and payable on the date occurring five same day in each of the 5 subsequent calendar months, (5y) Business Days following provide additional Oil and Gas Properties or other collateral acceptable to the Borrowing Base Increase Lenders (together with title information with respect thereto acceptable to the Administrative Agent) to increase the Borrowing Base by an amount at least equal to such noticeBorrowing Base Deficiency; or (z) effect any combination of the foregoing clauses (w), (x) and (y) in amounts necessary to eliminate such Borrowing Base Deficiency; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. In the event The Borrower shall make such election in writing to the Administrative Agent shall fail to deliver such notice within such thirty (30-day period, the right ) days after Borrower’s receipt of the Majority Banks to require a prepayment Administrative Agent’s notice of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days new Borrowing Base. If a Borrowing Base Deficiency remains after prepaying all of receipt the Borrowings as a result of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiariesan LC Exposure, the Borrower shall repay pay to the Loans by Administrative Agent on behalf of the Lenders an amount equal to such Net Proceeds; Borrowing Base Deficiency to be held as cash collateral as provided that this in Section 2.08(j). Notwithstanding the foregoing, no mandatory prepayment obligation under this Section 3.04(c)(ii) shall not apply with respect to be required during any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, Investment Grade Period.
(iii) Upon any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESadjustments to the Borrowing Base pursuant to Section 2.07(f), if a Borrowing Base Deficiency shall result therefrom, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency, and (B) if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make the foregoing prepayment and/or deposit of cash collateral prior to or contemporaneously with the closing date of the applicable disposition or Liquidation. Notwithstanding the foregoing, no mandatory prepayment under this Section 3.04(c)(iii) shall be required during any Investment Grade Period.
(iv) Upon any borrowings under adjustments to the Amended and Restated Credit Agreement dated as of October 28Borrowing Base pursuant to Section 2.07(e), 2005 among Gerdau Ameristeel Corporation and certain of its subsidiariesif a Borrowing Base Deficiency shall result therefrom, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agentthen the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that B) if any Net Proceeds up excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to U.S.$1,000,000,000 are received the Administrative Agent on behalf of the Lenders an amount equal to such Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral required by Gerdau this Section 3.04(c)(iv) on the date it issues such Senior Notes. Notwithstanding the foregoing, no mandatory prepayment under this Section 3.04(c)(iv) shall be required during any Investment Grade Period.
(or v) If for any reason the Subsidiary that issues aggregate outstanding principal amount of all Swingline Loans at any time exceeds the bonds) from any bond issuanceSwingline Commitment, the Borrower shall not immediately prepay Swingline Loans in an aggregate amount equal to such excess.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be required applied, first, ratably to repay any Swingline Loans then outstanding, second, ratably to any ABR Borrowings then outstanding, and, third, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(vii) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory accrued interest to the Administrative Agent until such repaymentextent required by Section 3.02.
Appears in 1 contract
Samples: Credit Agreement (Energen Corp)
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of (A) the occurrence of any Change of ControlAggregate Maximum Credit Amounts pursuant to Section 2.06(b) or (B) the Aggregate Elected Commitment pursuant to Section 2.06(c), and in any event no later than one the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (1A) Business Day after prepay the effective Borrowings on the date of such Change termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of Controlthe Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any Scheduled Redetermination or Interim Redetermination or upon any adjustment to the Borrowing Base pursuant to Section 8.13(c), if the total Revolving Credit Exposures exceed the redetermined or adjusted Borrowing Base, then, after receiving notice from the Administrative Agent by means of (x) a New Borrowing Base Notice or (y) written notice of adjustment pursuant to Section 8.13(c), in each case, of such Borrowing Base Deficiency (such date of receipt of notice, the "Deficiency Notification Date"), the Borrower and Gerdau shall notify the Banks shall, within ten (10) Business Days of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in ControlDeficiency Notification Date, the Borrower shall provide deliver an irrevocable written notice to the Banks Administrative Agent indicating the Borrower's election to take one of the following documentationactions:
(A) within thirty (30) days of the date such election is made, prepaying the Borrowings, and if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, Cash Collateralizing such excess as provided in Section 2.08(j);
(B) within thirty (30) days of the date such election is made (or such longer period as may be acceptable to the Administrative Agent), mortgaging additional Proved Oil and Gas Properties not evaluated in the most recently delivered Reserve Report with value and quality satisfactory to the Administrative Agent:
(i) a description of Agent and the circumstances or transactions that constituted the Change of Control or comparable corporate reorganizationRequired Lenders in their sole discretion;
(iiC) a description of the new corporate structure; and
within thirty (iii30) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date such election is made, electing to make (and thereafter paying in accordance with such election) six equal monthly payments that collectively prepay the documentation listed Borrowings until such excess is reduced to zero (and if any excess remains after prepaying all of the Borrowings as a result of any LC Exposure, Cash Collateralize such excess as provided in Section 2.8(a)(i2.08(j)), (ii) with the first such payment being due and (iii) above, in form payable within such thirty days and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be each subsequent payment being due and payable on the date occurring five same day in each of the subsequent calendar months; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date; or
(51) Business Days following combine the options provided in clauses (A), (B) and (C) above and specify (in the written notice delivered to the Administrative Agent electing such noticeoption) the amount to be prepaid pursuant to clauses (A) and/or (C) and the amount to be provided as additional Mortgaged Property pursuant to clause (B), and (2) make such payments, and deliver such additional Mortgaged Property, within the time periods required under clauses (A), (B) and (C) above, as applicable, provided that, notwithstanding the options set forth above, in all cases, the Borrowing Base Deficiency must be eliminated on or prior to the Termination Date. If, because of LC Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as provided in Section 2.08(j). In the event the Borrower fails to provide written notice to the Administrative Agent of its election under this Section 3.04(c)(ii) within the ten (10) day period referred to above, the Borrower shall fail be deemed to deliver have elected the option set forth in clause (A) above. The failure of the Borrower to comply with any of the options elected (including any deemed election) pursuant to the provisions of Section 3.04(c)(ii) and specified in such notice (or relating to such deemed election) shall constitute an Event of Default.
(iii) Upon any other adjustment to the Borrowing Base (other than with respect to a Scheduled Redetermination or Interim Redetermination or upon any adjustment to the Borrowing Base pursuant to Section 8.13(c)), including without limitation, an adjustment pursuant to Section 2.07(e) or Section 2.07(f), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess and, (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, Cash Collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of Cash Collateral on or prior to the next Business Day after such reduction in the Borrowing Base; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Promptly following the incurrence of any Debt by any Credit Party (other than Debt permitted under Section 9.02), the Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of the Net Proceeds received in respect of such Debt. Nothing in this paragraph is intended to permit any Credit Party to incur Debt other than as permitted under Section 9.02, and any such incurrence of Debt shall be a violation of Section 9.02 and a breach of this Agreement.
(v) Promptly following the receipt of Net Proceeds by any Credit Party in respect of any Casualty Event, the Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of such Net Proceeds; provided, that if no Default or Borrowing Base Deficiency then exists, the Credit Parties may apply the Net Proceeds from such Casualty Event, within 180 days after receipt of such 30Net Proceeds, to purchase assets useful in the business of the Credit Parties and no prepayment shall be required pursuant to this paragraph (v) in respect of such Net Proceeds; provided, further, that to the extent any such Net Proceeds have not been so applied by the end of such 180-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by required in an amount equal to such Net Proceeds; provided Proceeds that this mandatory prepayment obligation shall have not apply with respect to been so applied.
(vi) If, on any Net Proceeds derived from Consolidated Cash Balance Measurement Day, (iA) there are outstanding Borrowings or LC Exposure and (B) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A.Credit Parties have any Excess Cash, (ii) existing bilateral facilities then the Borrower shall, on or any renewals thereofbefore the end of the next Business Day, provided that any such renewal shall not increase prepay the Borrowings in an aggregate principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESequal to such Excess Cash, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or Excess Cash remains after prepaying all of the Subsidiary that issues the bonds) from Borrowings as a result of any bond issuanceLC Exposure, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory pay to the Administrative Agent until on behalf of the Lenders an amount equal to such repaymentExcess Cash to be held as Cash Collateral as provided in Section 2.08(j).
(vii) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Borrowings of Tranche Rate Loans then outstanding, and if more than one Borrowing of Tranche Rate Loans is then outstanding, to each such Borrowing of Tranche Rate Loans in order of priority beginning with the Borrowing of Tranche Rate Loans with the least number of days remaining in the Interest Period applicable thereto and ending with the Borrowing of Tranche Rate Loans with the most number of days remaining in the Interest Period applicable thereto.
(viii) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of ControlAggregate Maximum Credit Amounts pursuant to Section 2.06(b), and in any event no later than one the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (1) Business Day after prepay the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of Borrowings on the date of such notice termination or reduction in an aggregate principal amount equal to such excess, and (2) if any mandatory prepayment required pursuant excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right on behalf of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net Proceeds; excess to be held as cash collateral as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., in Section 2.08(j).
(ii) existing bilateral facilities Upon any redetermination of or any renewals thereofadjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c), provided that any such renewal if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall not increase (3) prepay the Borrowings in an aggregate principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESequal to such excess, and (iv4) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or excess remains after prepaying all of the Subsidiary that issues the bonds) from any bond issuanceBorrowings as a result of an LC Exposure, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory pay to the Administrative Agent until on behalf of the Lenders an amount equal to such repaymentexcess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f) or Section 9.12(d), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of such termination, creation of offsetting positions, issuance of Senior Notes or disposition, as applicable; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of ControlAggregate Maximum Credit Amounts pursuant to Section 2.06(b), the Borrower and Gerdau shall notify total Revolving Credit Exposures exceeds the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controltotal Commitments, then the Borrower shall provide to (A) prepay the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of Borrowings on the date of such notice termination or reduction in an aggregate principal amount equal to such excess, and (B) if any mandatory prepayment required pursuant excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right on behalf of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net Proceeds; excess to be held as cash collateral as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., in Section 2.08(j).
(ii) existing bilateral facilities or If, after giving effect to any renewals thereofchange in the then effective Borrowing Base as the result of monthly amortization established pursuant Section 2.07(e), provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under total Revolving Credit Exposures exceeds the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named thereinBorrowing Base, as lendersreduced, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, then the Borrower shall not be required to repay (A) prepay the Loans by such amount within the five Borrowings three (53) Business Day timeframe specified aboveDays following the date of such amortization in an aggregate principal amount equal to such excess and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory pay to the Administrative Agent until on behalf of the Lenders an amount equal to such repaymentexcess to be held as cash collateral as provided in Section 2.08(j).
(iii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within ninety days (90) following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Upon any adjustments to the Borrowing Base pursuant to Section 9.12(d), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it receives cash proceeds as a result of such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iv) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of ControlAggregate Maximum Credit Amounts pursuant to Section 2.06(b), and in any event no later than one the total Revolving Credit Exposures exceed the total Commitments, then the Borrower shall (1A) Business Day after prepay the effective Borrowings on the date of such Change of Controltermination or reduction in an aggregate principal amount equal to such excess, the Borrower and Gerdau shall notify the Banks (B) if any excess remains after prepaying all of the occurrence Borrowings as a result of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controlan LC Exposure, the Borrower shall provide to the Banks the following documentation, satisfactory pay to the Administrative Agent:
(i) a description Agent on behalf of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(i).
(ii) a description Upon any scheduled or interim redetermination of the new corporate structure; and
(iiiBorrowing Base in accordance with Section 2.07(b) updated financial statements of or any adjustment under Section 8.12(d), if the total Revolving Credit Exposures exceed the redetermined or adjusted Borrowing Base, then the Borrower and shall, within 30 days (or 60 days in the Guarantors and financial information relating case of clause (C) of this Section 3.04(c)(ii)) after its receipt of a New Borrowing Base Notice or notice pursuant to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a GuarantorSection 8.12(d), as the case may be, that resulted : (A) prepay the Loans in such Change in Control.
(b) If a Change of Control occurs, an amount equal to the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all full amount of the outstanding deficiency, (B) prepay the Loans plus accrued interest thereonin an amount equal to the deficiency in four equal monthly installments, plus any amounts other amounts payable hereunder includingcommencing on the 30th day following its receipt of such New Borrowing Base Notice or notice, without limitationas the case may be (provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date), any amounts payable (C) (1) provide to the Administrative Agent not later than 60 days after its receipt of a New Borrowing Base Notice or notice pursuant to Section 4.4. The Majority Banks shall 8.12(d) a reserve report (in substantially the form of a Reserve Report and which may prepared by either (i) one or more Approved Petroleum Engineers or (ii) by the chief engineer of the Borrower or another engineer under the supervision of the chief engineer and audited or reviewed by one or more Approved Petroleum Engineers) on proved Oil and Gas Properties owned or leased (as lessee) by the Loan Parties not evaluated in the most recently delivered Reserve Report that have a Borrowing Base value equal to or greater than the deficiency, such Borrowing Base value to be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans determined by having the Administrative Agent deliver in good faith and in its reasonable discretion and in a manner consistent with its normal oil and gas lending criteria in effect at the time of determination and approved or deemed approved by all Lenders in accordance with Section 2.07(c)(iii), and (2) not later than 60 days after the later of (x) Borrower’s receipt of a notice thereof to from the Borrower within 30 days Administrative Agent of the date Administrative Agent’s determination of the documentation listed Borrowing Base value of such proved Oil and Gas Properties and (y) the approval or deemed approval by the Lenders of such determination in accordance with Section 2.8(a)(i2.07(c)(iii), furnish a Mortgage on such Oil and Gas Properties whose value, as determined in the most recent Reserve Report, when aggregated with the value of all Oil and Gas Properties then subject to a Mortgage as evaluated in the most recent Reserve Report or any subsequent evaluation made in connection with the determination of the Borrowing Base then in effect, will cause the aggregate value of all Oil and Gas Properties subject to a Mortgage to equal or exceed the Required Mortgage Value, or (iiD) undertake a combination of the actions specified in clauses (B) and (iiiC) above, in form and substance of this Section 3.04(c)(ii) satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation Agent and all of the Total Commitment shall be effective as Lenders. If, because of LC Exposure, a Borrowing Base deficiency remains after prepaying all of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective SubsidiariesLoans, the Borrower shall repay pay to the Loans by Administrative Agent on behalf of the Lenders an amount equal to such Net Proceeds; remaining Borrowing Base deficiency to be held as cash collateral as provided in Section 2.08(i). No later than the end of that 30 day period referred to in the first sentence of this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branchSection 3.04(c)(ii), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required notify the Administrative Agent of the action described in the first sentence of this Section 3.04(c)(ii) which it has elected to repay take.
(iii) Upon any adjustments to the Loans Borrowing Base pursuant to Section 2.07(f), Section 2.07(g) or Section 9.11(d), the Borrower shall (A) prepay Borrowings in an aggregate principal amount equal to the positive amount, if any, by such amount within which the five aggregate Revolving Credit Exposures exceed the Borrowing Base as so adjusted, and (5B) Business Day timeframe specified aboveif any excess remains after prepaying all Borrowings as a result of an LC Exposure, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory pay to the Administrative Agent until on behalf of the Lenders an amount equal to such repaymentexcess to be held as cash collateral as provided in Section 2.08(i). The Borrower shall make such prepayment on the date the Borrower or such other Person receives cash proceeds as a result of such disposition or such incurrence of Debt.
(iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding as the Borrower may direct.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Mandatory Prepayments. (a) Promptly following the occurrence of If at any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
time (i) a description the sum of the circumstances aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the lesser of (x) Total Revolving Credit Commitment, or transactions that constituted (y) the Change Borrowing Base Availability minus the principal amount of Control the Outstanding Term Loans, or comparable corporate reorganization;
(ii) a description the sum of the new corporate structure; and
(iii) updated financial statements aggregate outstanding principal amount of the Borrower Revolving Credit Loans, the Term Loans, the Swing Loans and the Guarantors and financial information relating to Letter of Credit Liabilities exceeds the Persons that acquired Voting Stock and/or the power to direct or cause the direction lesser of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(bx) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having (y) the Administrative Agent deliver notice thereof to Borrowing Base Availability, then the Borrower shall, within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)(x)) or all of the Lenders (in the case of clauses (i)(y) and (ii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to the Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Net Proceeds Swing Loans shall be paid solely to the Swing Loan Lender.
(b) Upon the occurrence of any and all capital events by REIT, the Borrower, any Guarantor Borrower or any of their respective Subsidiaries, including, without limitation, all asset sales, refinancings and financings (secured, unsecured or otherwise), recapitalizations, equity issuances and other similar capital transactions consummated by REIT, the Borrower shall repay or any Subsidiary thereof (for the avoidance of doubt, excluding the borrowing or issuance of any Loan or Letter of Credit or other capital event occurring under the Loan Documents), during the period commencing on the Second Amendment Date and ending on the first (1st) day of the Distributions Covenant Commencement Quarter (provided, for the avoidance of doubt, that the Distribution Trigger Conditions have been satisfied with respect to such fiscal quarter), the Borrower shall, within two (2) Business Days after the receipt of net cash proceeds by REIT, the Borrower or any Subsidiary thereof from such capital event, prepay the outstanding principal amount of Revolving Credit Loans by in an amount equal to the lesser of (x) one hundred percent (100%) of the net cash proceeds of each such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from capital event and (iy) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any outstanding principal balance of Revolving Credit Loans outstanding on the date of such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agentprepayment; and provided, further, that if any Net Proceeds up Borrower shall, to U.S.$1,000,000,000 are received by Gerdau the extent feasible, give at least one (or 1) Business Days’ prior written notice to Agent of the Subsidiary that issues expected date of each such capital event. For the bonds) from any bond issuancepurposes of this §3.2(b), net cash proceeds shall be an amount equal to the Borrower shall not be gross cash proceeds of such capital event, less the amount of all usual and customary closing costs and other out of pocket costs, fees and expenses incurred in connection with such capital event, all amounts required to repay the Loans by in full in cash any Indebtedness (if any) being repaid or refinanced in connection with such amount within the five (5) Business Day timeframe specified abovecapital event, but shall instead repay the Loans by such amount no later than November 15all taxes paid or reasonably expected to be paid in connection therewith, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory and any amounts attributable to Unconsolidated Affiliates. Notwithstanding anything to the Administrative Agent until such repaymentcontrary contained herein, prepayments made by Borrower pursuant to this §3.2(b) shall be applied first, pro rata to the principal of any Outstanding Swing Loans, second, pro rata to the principal of any Outstanding Revolving Credit Loans (and with respect to each category of Revolving Credit Loans, first, pro rata to the principal of Revolving Credit Base Rate Loans, and then second, pro rata to the principal of LIBOR Rate Revolving Credit Loans), and third, to cash collateralize any outstanding Letter of Credit Liabilities on a pro rata basis, in each case without any reduction in Revolving Credit Commitments.”;
(i) By deleting the words and figures “§3.2(a)(ii) or §3.2(b)” appearing in §3.4 of the Credit Agreement and inserting in lieu thereof the words and figures: “§3.2(a)(i)(y) or §3.2(a)(ii)”;
(j) By deleting the word “In” appearing at the beginning of §4.5, and inserting in lieu thereof the words: “Subject to §4.16, in”;
(k) By deleting in its entirety §4.16 of the Credit Agreement, and inserting in lieu thereof the following new §4.16:
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Healthcare Trust, Inc.)
Mandatory Prepayments. (a) Promptly following If at any time the occurrence Facility Usage is in excess of any Change of Controlthe Borrowing Base (such excess being herein called a "Borrowing Base Deficiency"), and in any event no later than one (1) Business Day Borrower shall, within ten days after the effective date Agent gives notice of such Change of Controlfact to Borrower, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agenteither:
(i) a description prepay the principal amount of the circumstances or transactions that constituted Loans in an aggregate amount at least equal to such Borrowing Base Deficiency(or, if the Change of Control or comparable corporate reorganization;Loans have been paid in full, pay to LC issuer LC Collateral as required under Section 2.16(a)), or
(ii) a description give notice to Agent that Borrower is electing to prepay the principal of the new corporate structure; andLoans in up to six monthly installments in an aggregate amount at least equal to such Borrowing Base Deficiency, with each such installment equal to or in excess of one-sixth of such Borrowing Base Deficiency, and with the first such installment to be paid one month after the date of such notice by Agent and the subsequent installments to be due and payable at one month intervals thereafter until such Borrowing Base Deficiency has been eliminated,
(iii) updated financial give notice to Agent that Borrower desires to provide Agent with deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other security documents in form and substance reasonably satisfactory to Agent, granting, confirming, and perfecting first and prior liens or security interests in collateral acceptable to Majority Lenders, to the extent needed to allow Majority Lenders to increase the Borrowing Base to an amount which eliminates such Borrowing Base Deficiency, and then provide such security documents within thirty days after date of such notice by Agent. If, at any time Majority Lenders determine that the giving of such security documents will not serve to eliminate such Borrowing Base Deficiency, then, within five Business Days after receiving notice of such determination, Borrower will elect to make, and thereafter make, the prepayments specified in either of the preceding subsections (i) or (ii) of this subsection (a), or
(iv) if Majority Lenders determine to accept such a guaranty in their sole and absolute discretion, Borrower may deliver to Agent for the benefit of Lenders a guaranty duly executed and delivered by NV Nuon or one of its wholly-owned Subsidiaries in the Guarantors and financial information relating to amount of such Borrowing Base Deficiency; if Majority Lenders do not accept such guaranty, Borrower shall before the Persons that acquired Voting Stock and/or the power to direct or cause the direction end of the management ten (10) day period referred to in the first sentence of Gerdauthis Section 2.7(a) comply with the requirements of paragraphs (i), the Borrower (ii), or a Guarantor, as the case may be, that resulted in such Change in Control(iii) of this Section 2.7(a).
(b) If a Change Each prepayment of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to principal under this Section 4.4. The Majority Banks 2.7 shall be entitled to exercise such rights to cancel accompanied by all interest then accrued and unpaid on the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agentprincipal so prepaid. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required principal or interest prepaid pursuant to this Section 2.8 2.7 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESin addition to, and (iv) any borrowings not in lieu of, all payments otherwise required to be paid under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (Note or the Subsidiary that issues other Loan Documents at the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by time of such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repaymentprepayment.
Appears in 1 contract
Mandatory Prepayments. (a) Promptly following the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective On each date of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controlon which a certificate is --------------------- delivered pursuant to Section 5.01(f), the Borrower shall (as provided in Section 5.01(f)) determine the aggregate Revolving Credit Exposure (taking into account the Dollar Equivalent of the aggregate amount of Revolving Credit Loans denominated in any Approved Foreign Currency), and shall provide to the Banks Administrative Agent with a copy of such determination. In addition, promptly upon the following documentationreceipt by the Administrative Agent of a Currency Valuation Notice (as defined below), satisfactory to the Administrative Agent shall (and at any time at the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau's option, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice may) similarly determine the aggregate Revolving Credit Exposure. Upon receipt of any such determination from the Borrower, and upon its making any such determination, the Administrative Agent shall promptly notify the Lenders thereof to (and in the Borrower within 30 days case of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to any such determination by the Administrative Agent, has been delivered to the Borrower). If on the date of any such determination the aggregate Revolving Credit Exposure exceeds 105% of the aggregate amount of the Commitments as then in effect, the Borrower shall, if requested by the Required Lenders (through the Administrative Agent), prepay the Revolving Loans and Swingline Loans (and/or provide cover for LC Exposure as specified in Section 2.05(j)) in such amounts as shall be necessary so that after giving effect thereto, the aggregate Revolving Credit Exposure does not exceed the Commitments. Any cancellation For purposes hereof, "Currency Valuation ------------------ Notice" means a notice given by the Required Lenders stating that such notice is ------ a "Currency Valuation Notice" and requesting that the Administrative Agent determine the Dollar Equivalent of the Total Commitment aggregate Revolving Credit Exposure. The Administrative Agent shall not be required to make more than one valuation determination pursuant to a Currency Valuation Notice during any rolling three- month period. For the purpose of the determinations in this paragraph (b), the outstanding principal amount of any Loan that is denominated in an Approved Foreign Currency shall be effective deemed to be the Dollar Equivalent of the amount in the Currency of such Loan, determined as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on determination or, in the date occurring five (5) Business Days following such notice. In the event case of a Currency Valuation Notice received by the Administrative Agent shall fail prior to deliver 11:00 a.m., New York City time, on a Business Day, on such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified aboveor, but shall instead repay in the Loans by case of a Currency Valuation Notice otherwise received, on the first Business Day after such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repaymentCurrency Valuation Notice is received.
Appears in 1 contract
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of ControlAggregate Maximum Credit Amounts pursuant to Section 2.06(b), and in any event no later than one the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (1A) Business Day after prepay the effective Borrowings on the date of such Change of Controltermination or reduction in an aggregate principal amount equal to such excess, the Borrower and Gerdau shall notify the Banks (B) if any excess remains after prepaying all of the occurrence Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such Change excess to be held as cash collateral as provided in Control. No later Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 (other than fifteen (15Section 2.07(e)) calendar days after the effective date of such Change in Controlor Section 8.13(c), if there exists a Borrowing Base Deficiency, then the Borrower shall provide within twenty (20) days following receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs (or such longer period, not to the Banks the following documentationexceed thirty (30) days, satisfactory acceptable to the Administrative Agent:
), provide written notice (ithe “Election Notice”) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof stating the action which the Borrower proposes to take to eliminate such Borrowing Base Deficiency, and the Borrower shall thereafter, at its option, either: (A) within ten (10) days following its delivery of the Election Notice (or such longer period, not to exceed 180 days, acceptable to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(iAdministrative Agent), (ii) and (iii) above, by instruments reasonably satisfactory in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event provide the Administrative Agent shall fail to deliver such notice within such 30-day period, the right with additional security consisting of the Majority Banks to require a prepayment of the Loans shall lapse Oil and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply Gas Properties with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, value and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner quality satisfactory to the Administrative Agent until and the Required Lenders in their sole discretion to eliminate such repayment.Borrowing Base Deficiency, (B) within ten (10) days following its delivery of the Election Notice, prepay without premium or penalty, the Borrowings in an amount sufficient to eliminate such Borrowing Base Deficiency and, if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount necessary to eliminate such remaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j), (C) elect to prepay (and thereafter pay), without premium or penalty, the principal amount of Loans necessary to eliminate such Borrowing Base Deficiency in not more than six (6) equal monthly installments plus accrued interest thereon with the first such monthly payment being due within ten (10) days following its delivery of the Election Notice (and, if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount necessary to eliminate such remaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j)), or 54
Appears in 1 contract
Samples: Credit Agreement (Centennial Resource Development, Inc.)
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of ControlAggregate Maximum Credit Amounts pursuant to Section 2.06(b), and in any event no later than one a Borrowing Base Deficiency exists, then the Borrower shall (1A) Business Day after prepay the effective Borrowings on the date of such Change of Controltermination or reduction in an aggregate principal amount sufficient to fully eliminate such Borrowing Base Deficiency, the Borrower and Gerdau shall notify the Banks (B) if any Borrowing Base Deficiency remains after prepaying all of the occurrence Borrowings as a result of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controlan LC Exposure, the Borrower shall provide to the Banks the following documentation, satisfactory pay to the Administrative Agent:
(i) a description Agent on behalf of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;Lenders an amount equal to such Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(i).
(ii) a description Upon any Scheduled Redetermination or Interim Redetermination of the new corporate structure; and
(iiiBorrowing Base in accordance with Section 2.07(b) updated financial statements or any adjustment to the Borrowing Base under Section 8.12(d), if a Borrowing Base Deficiency results therefrom, then the Borrower shall, within 30 days following receipt of the New Borrowing Base Notice or notice pursuant to Section 8.12(d), as applicable, provide written notice to the Administrative Agent stating the action which the Borrower proposes to take to eliminate such Borrowing Base Deficiency, and the Guarantors and financial information relating Borrower shall, within 30 days (or 60 days in the case of clause (C) of this Section 3.04(c)(ii)) after its receipt of a New Borrowing Base Notice or notice pursuant to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a GuarantorSection 8.12(d), as the case may be, that resulted : (A) prepay the Loans in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof an amount equal to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i)full amount sufficient to eliminate such Borrowing Base Deficiency, (iiB) and (iii) aboveprepay the Loans in an amount sufficient to fully eliminate such Borrowing Base Deficiency in four equal monthly installments, in form and substance satisfactory to commencing on the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date 30th day following its receipt of such notice and any mandatory prepayment New Borrowing Base Notice or notice, as the case may be (provided that all payments required to be made pursuant to this Section 2.8 shall 3.04(c)(ii) must be due made on or prior to the Termination Date), (C) submit (and payable on the date occurring five (5pledge as Mortgaged Properties pursuant to a Mortgage) Business Days following such notice. In the event to the Administrative Agent shall fail not later than 60 days after its receipt of a New Borrowing Base Notice or notice pursuant to deliver such notice within such 30-day periodSection 8.12(d), additional Oil and Gas Properties directly owned (whether in fee or by leasehold) by a Loan Party for consideration in connection with the right determination of the Majority Banks Borrowing Base which the Administrative Agent and the Lenders in good xxxxx xxxx sufficient in their sole discretion and consistent with their normal oil and gas lending criteria as they exist at the time of determination to require fully eliminate such Borrowing Base Deficiency or (D) undertake a prepayment combination of the Loans shall lapse actions specified in clauses (B) and may not be exercised.
(cC) Within five (5of this Section 3.04(c)(ii) Business Days to fully eliminate such Borrowing Base Deficiency. If, because of receipt LC Exposure, a Borrowing Base Deficiency remains after prepaying all of any Net Proceeds by the Borrower, any Guarantor or any of their respective SubsidiariesLoans, the Borrower shall repay pay to the Loans by Administrative Agent on behalf of the Lenders an amount equal to such Net Proceeds; remaining Borrowing Base Deficiency to be held as cash collateral as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, in Section 2.08(i).
(iii) Upon any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESadjustment to the Borrowing Base pursuant Section 2.07(f) or Section 2.07(h) the Borrower shall (A) prepay Borrowings in an aggregate principal amount, if any, necessary to fully eliminate such Borrowing Base Deficiency, and (ivB) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuanceBorrowing Base Deficiency remains after prepaying all Borrowings as a result of an LC Exposure, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory pay to the Administrative Agent until on behalf of the Lenders an amount equal to such repaymentremaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(i). The Borrower shall make such prepayment and/or deposit of cash collateral on or prior to the second Business Day immediately following the date it receives notice from the Administrative Agent of such reduction of the Borrowing Base and resulting Borrowing Base Deficiency.
(iv) [Intentionally Deleted.]
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding as the Borrower may direct.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (a) Promptly following Upon any redetermination of or any other adjustment to the occurrence amount of any Change of Controlthe Borrowing Base in accordance with Section 2.4 (other than in accordance with Section 2.4(e)) or otherwise pursuant to this Agreement, and in any event no later than one (1) Business Day after the effective date of such Change of Controlif a Borrowing Base Deficiency exists, then the Borrower and Gerdau shall notify shall: (i) at its election (A) prepay the Banks of the occurrence of Loans in an aggregate principal amount equal to such Change in Control. No later than fifteen Borrowing Base Deficiency, (15B) calendar days after the effective date of such Change in Control, the Borrower shall provide execute documentation reasonably acceptable to the Banks the following documentation, Administrative Agent to create a first priority perfected Lien in additional Oil and Gas Properties with value and quality satisfactory to the Administrative Agent:
(i) Agent and the Required Lenders in their sole discretion not currently subject to a description mortgage Lien in favor of the circumstances Administrative Agent pursuant to the Collateral Documents of equal or transactions that constituted greater value to such Borrowing Base Deficiency, (C) prepay the Change Loans in five (5) equal monthly installments each equal to one-fifth (1/5) of Control such Borrowing Base Deficiency, the first of which shall be due on the thirtieth (30th) day following its receipt of the New Borrowing Base Notice in accordance with Section 2.4(d) or comparable corporate reorganization;
the date the adjustment occurs; or (D) exercise any combination of the foregoing and (ii) a description if any Borrowing Base Deficiency remains after prepaying all of the new corporate structure; and
(iii) updated financial statements Loans as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.21(g). The Borrower and shall be obligated to (1) within ten (10) days following its receipt of the Guarantors and financial information relating New Borrowing Base Notice in accordance with Section 2.4(d) or the date the adjustment occurs, give written notice to the Persons that acquired Voting Stock Administrative Agent of its election to cure such Borrowing Base Deficiency pursuant to the applicable subclause (A) – (D) of Section 2.11(a)(i) and (2) make such prepayment, execute such documentation, make all such installment payments and/or deposit of cash collateral on the power date which is thirty (30) days (with regards to direct or cause the direction clauses (i)(A) and (i)(B) of the management immediately preceding sentence) or on the date which is one hundred fifty (150) days (with regards to clauses (i)(C) and (i)(D) in the immediately preceding sentence) following its receipt of Gerdau, the Borrower New Borrowing Base Notice in accordance with Section 2.4(d) or a Guarantor, as the case may be, date the adjustment occurs; provided that resulted in such Change in Controlall payments required to be made pursuant to this Section 2.11(a) must be made on or prior to the Commitment Termination Date.
(b) If Upon each automatic reduction of the Borrowing Base under Section 2.4(e) from the occurrence of a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment orTriggering Event, if Loans have been advanceda Borrowing Base Deficiency then exists or results therefrom, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereonthen, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of on the date of such notice reduction, Borrower shall prepay the Loans in an aggregate principal amount equal to such Borrowing Base Deficiency, and if any mandatory prepayment required pursuant Borrowing Base Deficiency remains after prepaying all of the Loans as a result of an LC Exposure, pay to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right on behalf of the Majority Banks Lenders an amount equal to require a prepayment of the Loans shall lapse and may not such Borrowing Base Deficiency to be exercisedheld as cash collateral as provided in Section 2.21(g).
(c) Within five Any prepayments made by the Borrower pursuant to subsection (5a) or (b) of this Section shall be applied as follows: first, to the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Banks then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Banks based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, to the principal balance of the Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Commitments; and fifth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon.
(d) If the Consolidated Cash Balance exceeds the Consolidated Cash Balance Limit for ten (10) consecutive Business Days (the amount of such excess on such tenth (10th) Business Days Day being “Excess Cash”), then the Borrower shall, on such tenth (10th) Business Day, prepay the Loans (other than any Letters of receipt Credit) in an amount not less than the Excess Cash. Any prepayments made by the Borrower pursuant to this Section 2.11(d) shall be without premium, minimum payment amount or penalty and shall be applied to the principal balance of any Net Proceeds Borrowing specified by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repayment.
Appears in 1 contract
Samples: Credit Agreement (Ring Energy, Inc.)
Mandatory Prepayments. (ai) Promptly following If the occurrence of Borrower or any Change of Control, Guarantor Transfers Oil and Gas Properties (or any Equity Interests in any event no later Guarantor owning such Oil and Gas Properties) or Liquidates any Swap Agreement (in each case, other than one Transfers permitted under Section 9.12(a), Section 9.12(c), Section 9.12(e), Section 9.12(f) or Section 9.12(h)), then the Borrower shall either prepay the Loans together with interest on the amount so prepaid, in an amount equal to 100% of the Net Cash Proceeds of all such Transfers and Liquidations of Swap Agreements or notify the Administrative Agent that it intends to reinvest such Net Cash Proceeds, each within three (13) Business Day Days after such Transfer or Liquidation; provided that if no Default or Event of Default exists and the Borrower notifies the Administrative Agent that it plans to reinvest such Net Cash Proceeds in the acquisition or development of Oil and Gas Properties constituting Proved Reserves, then it shall do so within ninety (90) days after the effective date of such Change Transfer or Liquidation (provided that the execution of Controla binding AFE during such period shall be deemed to be a reinvestment so long as the amounts owed under such AFE are funded within 180 days after the date such AFE is executed); provided further, that (A) if the Borrower fails to make such reinvestment in such period, it shall prepay the Loans together with interest on the amount so prepaid, in amount equal to 100% of such Net Cash Proceeds within three (3) Business Days after the expiration of such 90-day period (or, as applicable, after the expiration of the 180-day period following the execution of a binding AFE) and (B) in no event shall the aggregate amount of Net Cash Proceeds permitted to be reinvested exceed $50,000,000 during the term of this Agreement.
(ii) If the Borrower or any Guarantor issues any Debt for borrowed money not permitted hereunder then the Borrower shall prepay the Loans in amount equal to 100% of the Net Cash Proceeds of such issuance within three (3) Business Days after such issuance.
(iii) If the Borrower issues any Equity Interests (other than in connection with customary stock option plans or other benefit plans entered into in the ordinary course of business for management or employees of the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controlits Subsidiaries), the Borrower shall provide either prepay the Loans together with interest on the amount so prepaid, in amount equal to 100% of the Banks the following documentation, satisfactory to Net Cash Proceeds of such issuance or notify the Administrative AgentAgent that it intends to reinvest such Net Cash Proceeds, each within three (3) Business Days after such issuance; provided that:
(iA) the Borrower shall not be required to make such prepayment if:
(1) such issuance is in connection with a description cashless exchange of the circumstances Existing Notes for Equity Interests in the Borrower; or
(2) no Default or transactions Event of Default exists, and such proceeds are used within 90 days after such issuance to reinvest such Net Cash Proceeds in the acquisition or development of Oil and Gas Properties constituting Proved Reserves; provided that constituted the Change execution of Control or comparable corporate reorganizationa binding AFE during such period shall be deemed to be a reinvestment so long as the amounts owed under such AFE are funded within 180 days after the date such AFE is executed;
(iiB) a description if the Borrower fails to make such reinvestment within the 90-day period set forth in Section 3.04(b)(iii)(A)(2) (or, as applicable, after the expiration of the new corporate structure; and180-day period following the execution of a binding AFE), it shall prepay the Loans together with interest on the amount so prepaid, in amount equal to 100% of such Net Cash Proceeds within three (3) Business Days after the expiration of such applicable period.
(iiiiv) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, If the Borrower or any Guarantor receives any insurance proceeds (other than proceeds of business interruption insurance) or other recoveries for a GuarantorCasualty Event, in each case, in excess of $5,000,000 per event and $10,000,000 in the aggregate for all events since the Effective Date (collectively, the “Recoveries”), then the Borrower shall either prepay the Loans together with interest on the amount so prepaid, in amount equal to 100% of such excess recoveries or notify the Administrative Agent that it intends to reinvest such Recoveries, each within three (3) Business Days after such receipt of such Recoveries; provided that:
(A) if the Borrower notifies the Administrative Agent it intends to reinvest such Recoveries, it may reinvest such Recoveries in the acquisition or development of Oil and Gas Properties constituting Proved Reserves within 90 days after its receipt of such Recoveries; provided that the execution of a binding AFE during such period shall be deemed to be a reinvestment so long as the amounts owed under such AFE are funded within 180 days after the date such AFE is executed;
(B) if the Borrower fails to make such reinvestment within the 90-day period set forth in Section 3.04(b)(iv)(A) (or, as applicable, after the case may beexpiration of the 180-day period following the execution of a binding AFE), that resulted it shall prepay the Loans together with interest on the amount so prepaid, in amount equal to 100% of such Change in ControlRecoveries within three (3) Business Days after the expiration of such applicable period.
(bv) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereonor any Guarantor receives any Extraordinary Receipts, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to then the Borrower within 30 days of shall prepay the date Loans together with interest on the documentation listed in Section 2.8(a)(i), (ii) and (iii) aboveamount so prepaid, in form and substance satisfactory amount equal to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date 100% of such notice and any Extraordinary Receipts within three (3) Business Days of receipt of such Extraordinary Receipts.
(vi) All mandatory prepayment required payments made pursuant to this Section 2.8 3.04(b), or any refinancing, substitution or replacement of any Loans (including pursuant to any amendment or waiver of this Agreement) that effectuates a mandatory payment pursuant to this Section 3.04(b), shall be accompanied by accrued interest on the Loans at such time and, to the extent applicable, the Yield Maintenance Amount and the Call Protection Amount, all of which amounts shall be due and payable on the date occurring five (5) Business Days following of the effectiveness of such noticepayment, refinancing, substitution or replacement. In For the event the Administrative Agent shall fail to deliver such notice within such 30-day periodavoidance of doubt, the right terms of this Section 3.04(b) shall apply to any payments made prior to the Majority Banks to require a prepayment Maturity Date, irrespective of whether the Loans shall lapse and may not be exercisedhave been accelerated pursuant to Section 10.02(a) prior to the date of such payment.
(cvii) Within five (5) Business Days Each notice of receipt of any Net Proceeds by prepayment or reinvestment as described above shall specify the Borrowerprepayment date, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunderof each Loan (or portion thereof) to be prepaid or the amount to be reinvested, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESas applicable, and (iv) any borrowings under the Amended and Restated Credit Section, subsection or clause of this Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named thereinpursuant to which such prepayment or reinvestment, as lendersapplicable, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repaymentis being made.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Northern Oil & Gas, Inc.)
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of ControlAggregate Maximum Credit Amounts pursuant to Section 2.06(b), and in any event no later than one the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (1A) Business Day after prepay the effective Borrowings on the date of such Change termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of Controlthe Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07, Section 8.12(c) or Section 9.10 (solely as a result of a Casualty Event), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower and Gerdau shall notify the Banks shall, at its option, either (A) make (or cause to be made) a single payment of principal in an amount equal to such Borrowing Base Deficiency and, if any Borrowing Base Deficiency remains after prepaying all of the occurrence Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such remaining excess to be held as cash collateral as provided in Section 2.08(j), in each case, within thirty (30) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs (the “Deficiency Notification Date”), (B) make (or cause to be made) six payments of principal each of which shall be in an amount equal to one-sixth (1/6th) of such Change Borrowing Base Deficiency commencing on the 15th day of a calendar month that is at least thirty (30) days following the Deficiency Notification Date and on the 15th day of each of the five calendar months thereafter, (C) within forty-five (45) days following the Deficiency Notification Date, submit (and pledge as Collateral) additional Oil and Gas Properties owned by the Borrower or any of its Domestic Subsidiaries which are or shall become a Guarantor contemporaneously with such submission pursuant to Section 8.13 for consideration in Controlconnection with the determination of the Borrowing Base which the Administrative Agent and the Required Lenders deem satisfactory, in their sole discretion, to eliminate such Borrowing Base Deficiency or (D) within thirty (30) or forty-five (45) days following the Deficiency Notification Date, as applicable, eliminate such Borrowing Base Deficiency through a combination of a payment and submission of additional Oil and Gas Properties as set forth in clauses (A) and (C) above; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. No Not later than fifteen (15) calendar 15 days after following the effective date of such Change in ControlDeficiency Notification Date, the Borrower shall provide to the Banks the following documentation, satisfactory written notice to the Administrative Agent:
(i) a description of Agent setting forth its election pursuant to the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; andimmediately preceding sentence.
(iii) updated financial statements of Upon any adjustments to the Borrowing Base pursuant to Section 9.02(n) or Section 9.10 (other than adjustments resulting directly from Casualty Events), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency, and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(bB) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay any excess remains after prepaying all of the outstanding Loans plus accrued interest thereonBorrowings as a result of an LC Exposure, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant pay to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days on behalf of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net Proceedsexcess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral (x) within thirty (30) days following the effective date of any such adjustment to the Borrowing Base under Section 9.02(n) or (y) prior to or contemporaneously with such adjustment to the Borrowing Base under Section 9.10 (other than adjustments resulting directly from Casualty Events); provided that all payments required to be made pursuant to this mandatory prepayment obligation shall not apply with respect Section 3.04(c)(iii) must be made on or prior to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and Termination Date.
(iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any borrowings under the Amended and Restated Credit Agreement dated as of October 28ABR Borrowings then outstanding, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiariesand, various financial institutions named thereinsecond, as lenders, Bank of America, N.A., as administrative agentto any Eurodollar Borrowings then outstanding, and Bank if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of America, N.A. priority beginning with the Eurodollar Borrowing with the highest interest rate applicable thereto and ending with the Eurodollar Borrowing with the lowest interest rate applicable thereto.
(acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up v) Each prepayment of Borrowings pursuant to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bondsthis Section 3.04(c) from any bond issuance, the Borrower shall not be required applied ratably to repay the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory accrued interest to the Administrative Agent until such repaymentextent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (a) Promptly following If at any time the occurrence Facility Usage is in excess of any Change of Controlthe Borrowing Base (such excess being herein called a "Borrowing Base Deficiency"), and in any event no later than one (1) Business Day Borrower shall, after the effective date Agent gives notice of such Change of Control, the fact to Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:a "Deficiency Notice"):
(i) a description within thirty (30) days after the Deficiency Notice give notice to Agent electing to prepay the principal of the circumstances Loans in a single payment, in which event Borrower shall prepay the principal of the Loans in an aggregate amount at least equal to such Borrowing Base Deficiency (or, if the Loans have been paid in full, pay to LC Issuer LC Collateral as required under Section 2.16(a)) on or transactions that constituted before the Change of Control or comparable corporate reorganization;date which is sixty (60) days after the Deficiency Notice, or
(ii) a description within 30 days after the Deficiency Notice give notice to Agent electing to prepay the principal of the new corporate structure; andLoans in installments, in which event Borrower shall prepay the principal of the Loans in six consecutive monthly installments, in an aggregate amount at least equal to such Borrowing Base Deficiency (or, if the Loans have been paid in full, pay to LC Issuer LC Collateral as required under Section 2.16(a)), with the first such installment due 30 days after the Deficiency Notice, the next five such installments due on the same day of each consecutive month, each such installment being in the amount of one-sixth of such Borrowing Base Deficiency, or
(iii) updated financial statements within 30 days after the Deficiency Notice, certify to Agent that Borrower has marketable title, free of any Liens, to oil and gas properties not included in such existing Borrowing Base, which properties were not acquired with Indebtedness, in an amount which eliminates such Borrowing Base Deficiency, and provide to each Lender the same information regarding such property as would be required for an evaluation by Required Lenders under Section 2.9. If Required Lenders determine that such properties will not serve to eliminate such Borrowing Base Deficiency, then, within five Business Days after receiving notice of such determination, Borrower will elect to make, and thereafter make, the prepayments specified in either of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct preceding subsections (i) or cause the direction (ii) of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Controlthis subsection (a).
(b) If a Change Each prepayment of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks principal under this section shall be entitled to exercise such rights to cancel accompanied by all interest then accrued and unpaid on the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agentprincipal so prepaid. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required principal or interest prepaid pursuant to this Section 2.8 section shall be due in addition to, and payable on not in lieu of, all payments otherwise required to be paid under the date occurring five (5) Business Days following Loan Documents at the time of such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercisedprepayment.
(c) Within five (5) Business Days During the pendency of receipt a Borrowing Base Deficiency, or at any time after the occurrence and during the continuance of an Event of Default, all net proceeds of any Net Proceeds securities issued by any Restricted Person or of any asset sale shall be applied to prepay the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repaymentobligations.
Appears in 1 contract
Mandatory Prepayments. (a) Promptly following If, as a result of a scheduled or interim redetermination of the occurrence Borrowing Base or an adjustment to the Borrowing Base in respect of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of Controltitle defects, the Borrower sum of outstanding Loans and Gerdau shall notify Letters of Credit exceeds the Banks of the occurrence of such Change in Control. No later than fifteen Borrowing Base (15) calendar days after the effective date of such Change in Controla “Borrowing Base Deficiency”), then the Borrower shall provide to the Banks the following documentationshall, satisfactory within ten (10) business days (or such longer period as may be acceptable to the Administrative Agent:
(i) a description following receipt of written notice of the circumstances redetermination or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantorsuch adjustment, as applicable, deliver written notice (the case may be, that resulted in such Change in Control.
(b“Election Notice”) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to stating the action which the Borrower proposes to take to eliminate such Borrowing Base Deficiency, and the Borrower shall thereafter, at its option:(a) prepay the borrowings and/or deposit cash collateral in an aggregate principal amount equal to such Borrowing Base Deficiency within 30 thirty (30) days after the Borrower’s delivery of the date Election Notice;(b) repay such Borrowing Base Deficiency in six (6) equal and consecutive monthly installments, the documentation listed in Section 2.8(a)(i), first installment being due and payable thirty (ii30) and (iii) above, in form and substance satisfactory to days after the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation Borrower’s receipt of notice of the Total Commitment shall be effective as of the date of such notice redetermined or adjusted Borrowing Base, and any mandatory prepayment required pursuant to this Section 2.8 shall be each subsequent installment being due and payable on the date occurring same day in each of the five (5) Business Days following such notice. In subsequent calendar months;(c) provide additional proved oil and gas properties not evaluated in the event most recently delivered reserve report acceptable to the Administrative Agent shall fail in its sole discretion (together with title information with respect thereto acceptable to deliver the Administrative Agent in its sole discretion) sufficient to increase the Borrowing Base by an amount at least equal to such notice Borrowing Base Deficiency within such thirty (30-day period, the right ) days after its delivery of the Majority Banks to require a prepayment Election Notice; or(d) effect any combination of the Loans shall lapse foregoing clauses (a), (b) and may not be exercised.
(c) Within five in amounts necessary to eliminate such Borrowing Base Deficiency; provided that (5x) Business Days if the Borrower fails to provide a timely Election Notice, it shall be deemed to have selected the option described in clause (b) above and (y) all payments required to be made pursuant to this clause (d) must be made on or prior to the Termination Date. If a Borrowing Base Deficiency remains after prepaying all of receipt the borrowings as a result of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiariesan LC Exposure, the Borrower shall repay deposit with the Loans by Administrative Agent on behalf of the Revolving Lenders an amount equal to such Net ProceedsBorrowing Base Deficiency to be held as cash collateral as provided in the Facility Documentation.If a Borrowing Base Deficiency occurs as the result of an asset disposition, unwind or termination of hedge arrangements, or in connection with the incurrence of Unsecured Debt, then the Borrower shall (A) prepay the borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency (i) within one (1) business day after the receipt of proceeds from such disposition, unwind or termination or (ii) on the date of such incurrence of debt, and (B) if a Borrowing Base Deficiency remains after prepaying all of the borrowings as a result of LC Exposure, deposit with the Administrative Agent on behalf of the Revolving Lenders an amount equal to such Borrowing Base Deficiency to be held as cash collateral as provided in the Facility Documentation. The Borrower shall be obligated to make such deposit of cash collateral on or prior to the first business day succeeding the date it or any Credit Party receives cash proceeds as a result of the applicable asset disposition, unwind or termination of hedge arrangements or debt incurrence; provided that this mandatory prepayment obligation shall not apply with respect in all cases, the Borrowing Base Deficiency must be eliminated on or prior to any Net Proceeds derived from the Termination Date.If a Borrowing Base Deficiency occurs as a result of the application of the Initial Hedge Reduction Amount as described below, then, within one (i1) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any business day of such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuanceBorrowing Base reduction, the Borrower shall not be required (A) prepay the borrowings in an aggregate principal amount equal to repay such Borrowing Base Deficiency, and (B) if a Borrowing Base Deficiency remains after prepaying all of the Loans by such amount within the five (5) Business Day timeframe specified aboveborrowings as a result of LC Exposure, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to deposit with the Administrative Agent until on behalf of the Revolving Lenders an amount equal to such repaymentBorrowing Base Deficiency to be held as cash collateral as provided in the Facility Documentation.
Appears in 1 contract
Samples: Restructuring Support Agreement (Oasis Petroleum Inc.)
Mandatory Prepayments. The Borrower will prepay the Loans, and/or the Commitments shall be subject to automatic reduction, (ai) Promptly following if (x) an Event of Loss shall occur and the occurrence of any Change of ControlBorrower has either (A) determined that the Affected Property cannot be rebuilt, repaired or restored or (B) decided not to rebuild, repair or restore the Affected Property and in any event no later than one (1y) Business Day after the effective date of such Change of ControlLoss Proceeds exceed $10,000,000; provided that, the Borrower and Gerdau shall notify the Banks delivers an Officer's Certificate of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
Agents that certifies that such repair, rebuild or repair will not have a Material Adverse Effect. (i"Restoration Certificate"). The Loans will be prepaid in an amount equal to amount allocated to the Lenders as its pro rata share of Loss Proceeds pursuant to Section 7(d) a description of the circumstances Collateral Agency and Intercreditor Agreement. The prepayment of Loans shall occur on any date during the 90-day period following the date of the Borrower's determination (x) that the Affected Property cannot be rebuilt, repaired or transactions that constituted restored or (y) not to rebuild, repair or restore the Change of Control or comparable corporate reorganization;
Affected Property, as the case may be (taking into account the notice requirements set forth in Section 8.4) and (ii) a description if an Event of Loss shall occur and it has been determined that the Affected Property be rebuilt, repaired or restored and the amount of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a GuarantorLoss Proceeds, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, remaining after the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all payment of the outstanding actual total cost of such rebuilding, repair or restoration exceeds $5,000,000. The Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable will be prepaid in an amount equal to amount allocated to the Lenders as its pro rata share of Loss Proceeds pursuant to Section 4.47(e) of the Collateral Agency and Intercreditor Agreement. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days occur on any date during the 90-day period following the date of receipt the delivery of any Net Proceeds by the Borrower, any Guarantor or any an Officer's Certificate of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repayment.Agents certifying completion of the WORKING CAPITAL AGREEMENT -------------------------
Appears in 1 contract
Mandatory Prepayments. If for any reason (aincluding a redetermination of the Borrowing Base) Promptly following the occurrence of any Change of Controla Borrowing Base Deficiency exists, and in any event no later than one Borrower shall within ten (110) Business Day days after the effective date being notified of such Change of Control, Borrowing Base Deficiency by the Borrower Administrative Agent indicate in writing Borrower’s decision and Gerdau shall notify the Banks plan to do one or more of the occurrence of following to eliminate such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative AgentBorrowing Base Deficiency:
(i) a description prepay Revolving Loans in an aggregate amount equal to such Borrowing Base Deficiency within thirty (30) days after being notified of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;Borrowing Base Deficiency; or
(ii) a description prepay Revolving Loans in an aggregate amount equal to such Borrowing Base Deficiency in two equal monthly installments beginning on or before the 30th day after being notified of the new corporate structure; and
Borrowing Base Deficiency. Provided, however, on any date on which Borrower or another Loan Party sells any of its Borrowing Base Oil and Gas Properties in a Material Disposition, the Borrowing Base shall be automatically reduced to the loan value (iiidetermined in accordance with the procedures for determining the Borrowing Base) updated financial statements of the remaining Borrowing Base Oil and Gas Properties and with respect to a Borrowing Base Deficiency resulting from such Material Disposition, such Borrowing Base Deficiency shall be repaid immediately by the Borrower and with the Guarantors and financial information relating net cash proceeds of such Material Disposition to the Persons that acquired Voting Stock and/or the power extent received (and any remaining Borrowing Base Deficiency shall be repaid pursuant to direct or cause the direction this Section 2.04(b)). Following any payment of the management of GerdauBorrowing Base Deficiency, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will shall have the right to cancel request a Borrowing Base redetermination (which right shall be in addition to the Total Commitment or, if Loans have been advanced, Borrower’s right to require the Borrower to repay all request a redetermination of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable Borrowing Base pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i2.02(e), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised).
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repayment.”
Appears in 1 contract
Mandatory Prepayments. (a) Promptly following If at any time the occurrence of any Change of ControlFacility Usage exceeds the Maximum Credit Amount (whether due to a reduction in the Maximum Credit Amount in accordance with this Agreement, and in any event no later than one (1) Business Day after or otherwise), Borrower shall immediately prepay the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks principal of the occurrence of Loans (and after all Loans are repaid in full, if there remains an excess, Cash Collateralize the LC Obligations in accordance with Section 2.16(a)) in an amount at least equal to such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Controlexcess.
(b) If a Change of Control occurs, at any time the Majority Banks will have Facility Usage is less than the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all Maximum Credit Amount but in excess of the outstanding Loans plus accrued interest thereonBorrowing Base (such excess being herein called a “Borrowing Base Deficiency”), plus any amounts other amounts payable hereunder includingBorrower shall, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the within thirty (30) days after Administrative Agent deliver gives notice thereof of such fact to Borrower, give notice to Administrative Agent electing to eliminate the Borrower within 30 days of the date the documentation listed Borrowing Base Deficiency as provided in Section 2.8(a)(iclause (i), (ii), or (iii) below, or in any combination of clauses (i), (ii), and (iii); whereupon Borrower shall be obligated to eliminate such Borrowing Base Deficiency in such manner:
(i) aboveon or before the date 60 days after Borrower’s receipt of notice of the Borrowing Base Deficiency, prepay the principal of the Loans in an aggregate amount at least equal to such Borrowing Base Deficiency (or, if the Loans have been paid in full, Cash Collateralize the LC Obligations as required under Section 2.16(a)), such prepayment to be made in full within thirty (30) days after the date that such notice of Borrowing Base Deficiency is received by Borrower from Administrative Agent, or
(ii) on or before the date 60 days after Borrower’s receipt of notice of the Borrowing Base Deficiency, prepay the principal of the Loans (and after all Loans are repaid in full, Cash Collateralize the LC Obligations in accordance with Section 2.16(a)) in up to five (5) monthly installments in an aggregate amount at least equal to such Borrowing Base Deficiency, with each such installment equal to or in excess of one-fifth of such Borrowing Base Deficiency, and with the first such installment to be paid one month after the giving of such notice and the subsequent installments to be due and payable at one month intervals thereafter until such Borrowing Base Deficiency has been eliminated; provided, however, Borrower shall have demonstrated to the satisfaction of Administrative Agent on or before the date of the first such payment that Borrower has sufficient available monthly cash from its Projected Oil and Gas Production to make such payments, or
(iii) provide Administrative Agent and/or Collateral Agent with deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other security documents in form and substance similar to the Security Documents previously delivered to Administrative Agent and otherwise satisfactory to Administrative Agent and/or Collateral Agent, granting, confirming, and perfecting first and prior liens or security interests in collateral acceptable to the Lenders, to the extent needed to allow Lenders to increase the Borrowing Base to an amount which eliminates such Borrowing Base Deficiency, and such Security Documents shall be executed and delivered to Administrative Agent and/or Collateral Agent within thirty (30) days after Administrative Agent confirms to Borrower what Collateral will be required. If, prior to any such specification by Administrative Agent, has been delivered to Lenders determine that the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date giving of such notice and any mandatory prepayment required pursuant security documents will not serve to this Section 2.8 shall be due and payable on the date occurring eliminate such Borrowing Base Deficiency, then, within five (5) Business Days following after receiving notice of such notice. In the event the determination from Administrative Agent shall fail Agent, Borrower will elect to deliver such notice within such 30-day periodmake, and thereafter make, the right prepayments specified in either of the Majority Banks to require a prepayment preceding subsections (i) or (ii) of the Loans shall lapse and may not be exercisedthis subsection (b).
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans deliver to Administrative Agent a Repayment Notice in connection with any amounts prepaid pursuant to this Section 2.7. Each prepayment of principal under this Section 2.7 shall be accompanied by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase all interest then accrued and unpaid on the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESso prepaid. Any principal or interest prepaid pursuant to this Section 2.7 shall be in addition to, and (iv) any borrowings not in lieu of, all payments otherwise required to be paid under the Amended and Restated Credit Agreement dated as Loan Documents at the time of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repaymentprepayment.
Appears in 1 contract
Mandatory Prepayments. (a) Promptly following the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) On any date that a description Deficiency exists as reflected in the Borrowing Base Certificate delivered pursuant to Section 5.2(d)(i) or as notified to Borrower by Administrative Agent (with such calculation set forth in reasonable detail which shall be conclusive absent manifest error), Borrower shall, within three Business Days, to the extent of such Deficiency, first prepay to Swingline Lender the outstanding principal amount of the circumstances or transactions that constituted Swingline Advances, second prepay to the Change Lenders on a pro rata basis the outstanding principal amount of Control or comparable corporate reorganization;the Revolving Advances (other than Swingline Advances); and third make deposits into the Cash Collateral Account to provide cash collateral in the amount of such excess for the aggregate Letter of Credit Exposure (which deposits may be subsequently released to the extent provided in Section 2.3(h)).
(ii) On any date during a description Term Advance Reporting Period that the outstanding principal balance of the new corporate structureTerm Advance on such date exceeds the Term Advance Borrowing Base as reflected in the most recent Term Advance Borrowing Base Certificate delivered pursuant to Section 5.2(d)(ii) or as determined by an updated appraisal conducted on behalf of the Administrative Agent and Lenders (upon written notification thereof to Borrower by Administrative Agent) or conducted at the option of Borrower, as applicable (each a “Term Deficiency”), Borrower shall, within three (3) Business Days (or such later date that the Administrative Agent may reasonably agree during the pendency of any such appraisal), to the extent of such Term Deficiency, prepay the Term Advances in accordance with Section 2.7(e) below; andprovided, that, unless an Event of Default has occurred and is continuing, any such appraisal on behalf of the Administrative Agent and Lenders shall not be conducted more frequently than (x) once during in any Term Advance Reporting Period or (y) once every twelve (12) months for any Term Advance Collateral.
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating Prior to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of GerdauTerm Advance Payoff Date, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
within three (b3) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as Business Days of the date of such notice and receipt by any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor Credit Party or any of their respective Subsidiariesits Restricted Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary Disposition (including Net Cash Proceeds of insurance arising from casualty or other insured losses or condemnations and payments in lieu thereof, but excluding Net Cash Proceeds from Dispositions under Sections 6.8(a), (b), (c), (d), (e), (f), (g), (h), (m), (o), (p) and (r)), in each case, consisting of any assets of any Credit Party that constitute Term Advance Priority Collateral in excess of $15,000,000 in the aggregate during any calendar year (the “Annual Cap”), Borrower shall repay prepay the Loans by Term Advances in accordance with Section 2.7(e) below in an amount equal to 100% of such Net ProceedsCash Proceeds received by such Person in connection with such Disposition; provided provided, that this mandatory prepayment obligation so long as (A) no Event of Default shall not have occurred and be continuing or would result therefrom, (B) Borrower shall have given Administrative Agent prior or concurrent written notice of Borrower’s intention to apply such Net Cash Proceeds to the costs of replacement or repair of the properties or assets that are the subject of such Disposition or the cost of purchase or construction of other assets useful in the business of such Credit Party or its Restricted Subsidiaries (each, a “Reinvestment”), (C) the Net Cash Proceeds are held in a Deposit Account in which Administrative Agent has a perfected first-priority security interest, and (D) such Credit Party or its Restricted Subsidiary, as applicable, completes such replacement, purchase, or construction within 180 days after the initial receipt of such Net Cash Proceeds (or, with respect to any such Net Cash Proceeds derived from (i) contractually committed to be so reinvested within 180 days after the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A.initial receipt thereof, (ii) existing bilateral facilities within 360 days after the initial receipt of such Net Cash Proceeds), then any Credit Party or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiariesRestricted Subsidiaries shall have the option to apply such Net Cash Proceeds to one or more Reinvestments unless and to the extent that such applicable period shall have expired without such Reinvestment being made or completed, various financial institutions named thereinin which case, as lendersany amounts remaining in the Deposit Account referred to in clause (C) above shall be applied to prepay the Term Advances (to be applied to installments of the Term Advances in direct order of maturity); provided further that, Bank irrespective of Americathe Annual Cap, N.A., as administrative agent, to the extent the aggregate Net Cash Proceeds received in respect of a single or series of related applicable Dispositions (including any applicable Net Cash Proceeds of insurance arising from casualty or other insured losses or condemnations and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bondspayments in lieu thereof) from any bond issuanceis less than $250,000, the Borrower shall not be required to repay make a prepayment under this clause (c) until the Loans by such amount within the five date that is three (53) Business Day timeframe specified above, but shall instead repay Days after the Loans by such date on which the amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all of such Net Cash Proceeds, together with the amount of any other applicable Net Cash Proceeds received thereafter, is equal to or greater than $250,000 in escrow the aggregate. Nothing contained in a manner satisfactory this Section 2.7(c)(iii) shall permit any Credit Party or any of its Restricted Subsidiaries to the Administrative Agent until such repaymentDispose of any assets other than in accordance with Section 6.8.
Appears in 1 contract
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of ControlAggregate Maximum Credit Amounts pursuant to Section 2.06(b), the Borrower and Gerdau shall notify total Revolving Credit Exposures exceeds the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controltotal Commitments, then the Borrower shall provide to (A) prepay the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of Borrowings on the date of such notice termination or reduction in an aggregate principal amount equal to such excess, and (B) if any mandatory prepayment required pursuant excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right on behalf of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net Proceeds; excess to be held as cash collateral as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., in Section 2.08(j).
(ii) existing bilateral facilities Upon any redetermination of the Borrowing Base pursuant to Section 2.07 or adjustment to the amount of the Borrowing Base in accordance with Section 8.13(c), if the aggregate Revolving Credit Exposures of all Lenders exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall, within 10 Business Days after its receipt of a New Borrowing Base Notice inform the Administrative Agent of the Borrower’s election to: (A) within 30 days following its receipt of such New Borrowing Base Notice (1) prepay the Loans in an aggregate principal amount equal to such excess and (2) if any renewals thereofexcess remains after prepaying all of the Loans as a result of any Letter of Credit Exposure, cash collateralize such excess as provided in Section 2.08(j) (provided that all payments required to be made pursuant to this Section 4.02(c) must be made on or prior to the Termination Date), (B) prepay the Loans in four equal monthly installments, commencing on the 30th day following its receipt of such New Borrowing Base Notice with each payment being equal to 1/4th of the aggregate principal amount of such excess (provided that all payments required to be made pursuant to this Section 4.02(c) must be made on or prior to the Termination Date), (C) within 30 days following its receipt of such New Borrowing Base Notice, provide additional collateral in the form of additional Oil and Gas Properties not evaluated in the most recently delivered Reserve Report or other collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value (as proposed by the Administrative Agent and approved by the Required Lenders) sufficient, after giving effect to any other actions taken pursuant to this Section 4.02(c) to eliminate any such renewal shall not increase the principal amount outstanding thereunderexcess or (D) undertake a combination of clauses (A), (iiiB) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under C). If, because of Letter of Credit Exposure, a Borrowing Base Deficiency remains after prepaying all of the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuanceLoans, the Borrower shall not be required cash collateralize such remaining Borrowing Base Deficiency as provided in Section 2.08(j).
(iii) Upon any adjustments to repay the Loans by Borrowing Base pursuant to Section 2.07(e) or Section 9.12, if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such amount within excess, and (B) if any excess remains after prepaying all of the five (5) Business Day timeframe specified aboveBorrowings as a result of an LC Exposure, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory pay to the Administrative Agent until on behalf of the Lenders an amount equal to such repaymentexcess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of such termination of a Swap Agreement or disposition; provided that all payments required to be made pursuant to this Section 3.04(c) must be made on or prior to the Termination Date.
(iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Samples: Credit Agreement (Dune Energy Inc)
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence Aggregate Maximum Credit Amount pursuant to Section 2.06(b), the total Credit Exposures of any Change all of Controlthe Lenders exceeds the total Commitments of all of the Lenders, and in any event no later than one then the Borrowers shall (1A) Business Day after prepay the effective Borrowings on the date of such Change of Controltermination or reduction in an aggregate principal amount equal to such excess, the Borrower and Gerdau shall notify the Banks (B) if any excess remains after prepaying all of the occurrence Borrowings as a result of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controlan LC Exposure, the Borrower shall provide to the Banks the following documentation, satisfactory pay to the Administrative Agent:
(i) a description Agent on behalf of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) a description Upon any redetermination of or adjustment to the amount of the new corporate structure; and
Borrowing Base in accordance with Section 2.07 (iiiother than Section 2.07(d)) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment orSection 8.13(c), if Loans have been advanced, to require the Borrower to repay total Credit Exposures of all of the outstanding Loans plus accrued interest thereonLenders exceeds the redetermined or adjusted Borrowing Base, plus any amounts other amounts payable hereunder includingthen the Borrowers (or Borrower Representative) shall, without limitationwithin 10 days following receipt of the New Borrowing Base Notice in accordance with Section 2.07(e) or the date the adjustment occurs, any amounts payable pursuant provide written notice (the “Election Notice”) to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof stating the action which the Borrowers propose to take to remedy such excess, and the Borrower Borrowers shall thereafter, at their option, either (A) within 30 days following the delivery of the date Election Notice, prepay the documentation listed Borrowings in Section 2.8(a)(i)an aggregate principal amount equal to such excess, (iiB) eliminate such excess by making six (6) consecutive mandatory prepayments of principal on the Loan, each of which shall be in the amount of 1/6th of the amount of such excess, commencing on the first Monthly Date following the delivery of the Election Notice, and continuing on each Monthly Date thereafter, (C) within 30 days following the delivery of the Election Notice, submit (and pledge as Collateral) additional Oil and Gas Properties owned by the Borrowers for consideration in connection with the determination of the Borrowing Base which the Administrative Agent and the Lenders deem sufficient in their sole discretion to eliminate such excess, or (D) within 30 days following the delivery of the Election Notice, eliminate such excess through a combination of prepayments and submission of additional Oil and Gas Properties as set forth in subclauses (A) and (iiiC) above. If any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, in form and substance satisfactory then the Borrowers shall pay to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation Agent on behalf of the Total Commitment Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrowers shall be effective as of the date of jointly and severally obligated to deposit such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring cash collateral amount within five (5) Business Days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(e) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. CHAPARRAL ENERGY, L.L.C. EIGHTH RESTATED CREDIT AGREEMENT
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(d), if the total Credit Exposures of all of the Lenders exceeds the Borrowing Base as adjusted, then the Borrowers shall immediately (A) prepay the Borrowings in an aggregate principal amount equal to such notice. In excess, and (B) if any excess remains after prepaying all of the event Borrowings as a result of an LC Exposure, pay to the Administrative Agent shall fail to deliver such notice within such 30-day period, the right on behalf of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net Proceedsexcess to be held as cash collateral as provided in Section 2.08(j). The Borrowers shall be jointly and severally obligated to make such prepayment and/or deposit of cash collateral on any Debt Issuance Date; provided that all payments required to be made pursuant to this mandatory prepayment obligation shall not apply with respect Section 3.04(c)(iii) must be made on or prior to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and Termination Date.
(iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any borrowings under the Amended and Restated Credit Agreement dated as of October 28ABR Borrowings then outstanding, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiariesand, various financial institutions named thereinsecond, as lenders, Bank of America, N.A., as administrative agentto any Eurodollar Borrowings then outstanding, and Bank if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of Americapriority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(v) Subject to Section 4.03, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up each prepayment of Borrowings pursuant to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bondsthis Section 3.04(c) from any bond issuance, the Borrower shall not be required applied ratably to repay the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory accrued interest to the Administrative Agent until such repaymentextent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of ControlAggregate Maximum Credit Amounts pursuant to Section 2.06(b), and in any event no later than one (1) Business Day after the effective total Revolving Credit Exposures exceed the total Commitments, then the Borrower shall prepay the Borrowings on the date of such Change of Controltermination or reduction in an aggregate principal amount equal to such excess, the Borrower and Gerdau shall notify the Banks if any excess remains after prepaying all of the occurrence Borrowings as a result of an LC Exposure, Cash Collateralize such Change excess as provided in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;Section 2.08(j).
(ii) a description Upon any Scheduled Redetermination or Interim Redetermination, if the total Revolving Credit Exposures exceed the redetermined or adjusted Borrowing Base, then the Borrower will reduce such excess to zero by taking one or more of the new corporate structure; andfollowing actions:
(iiiA) updated financial statements of within thirty days thereafter, prepaying the Borrower Borrowings, and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay any excess remains after prepaying all of the outstanding Loans plus accrued interest thereonBorrowings as a result of an LC Exposure, plus any amounts other amounts payable hereunder includingCash Collateralizing such excess as provided in Section 2.08(j);
(B) within thirty days thereafter, without limitation, any amounts payable pursuant mortgaging additional Oil and Gas Properties (or adding additional Oil and Gas Properties to Section 4.4. The Majority Banks shall be entitled the Reserve Report) that are acceptable to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof and the Lenders and increase the Borrowing Base; or
(C) within thirty days thereafter, electing to make (and thereafter paying in accordance with such election) six equal monthly payments that collectively prepay the Borrower within 30 days Borrowings until such excess is reduced to zero (and if any excess remains after prepaying all of the date the documentation listed Borrowings as a result of an LC Exposure, Cash Collateralize such excess as provided in Section 2.8(a)(i2.08(j)), (ii) with the first such payment being due and (iii) above, in form payable within such thirty days and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be each subsequent payment being due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-same day period, the right in each of the Majority Banks subsequent calendar months; provided that all payments required to require a prepayment of be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Loans shall lapse and may not be exercisedTermination Date.
(ciii) Within five (5) Business Days of receipt of Upon any Net Proceeds by adjustment to the BorrowerBorrowing Base pursuant to Section 9.11(d), any Guarantor or any of their respective Subsidiariesif the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall repay prepay the Loans by Borrowings in an aggregate principal amount equal to such Net Proceedsexcess and if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, Cash Collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or Cash Collateralize such excess on the third (3rd) Business Day after it receives the applicable New Borrowing Base Notice in accordance with Section 2.07(d); provided that all payments required to be made pursuant to this mandatory prepayment obligation shall not apply with respect Section 3.04(c)(iii) must be made on or prior to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and Termination Date.
(iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any borrowings under the Amended and Restated Credit Agreement dated as of October 28ABR Borrowings then outstanding, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiariesand, various financial institutions named thereinsecond, as lenders, Bank of America, N.A., as administrative agentto any Eurodollar Borrowings then outstanding, and Bank if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of America, N.A. priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up v) Each prepayment of Borrowings pursuant to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bondsthis Section 3.04(c) from any bond issuance, the Borrower shall not be required applied ratably to repay the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory accrued interest to the Administrative Agent until such repaymentextent required by Section 3.02.
Appears in 1 contract
Samples: Credit Agreement (Rice Energy Inc.)
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence Aggregate Maximum Revolving Credit Amounts pursuant to Section 2.03(b), the outstanding aggregate principal amount of any Change of Controlthe Loans plus the LC Exposure exceeds the Aggregate Maximum Revolving Credit Amounts, and in any event no later than one the Borrower shall (1A) Business Day after prepay the effective Loans on the date of such Change termination or reduction in an aggregate principal amount equal to the excess, together with interest on the principal amount paid accrued to the date of Controlsuch prepayment and (B) if any excess remains after prepaying all of the Loans because of LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to the excess to be held as cash collateral as provided in Section 2.10(b) hereof.
(ii) Upon any redetermination of the amount of the Borrowing Base in accordance with Section 2.08, if the redetermined Working Capital Borrowing Base is less than the aggregate outstanding principal amount of the Working Capital Loans plus the LC Exposure then the Borrower and Gerdau shall notify the Banks of the occurrence of shall, with respect to any such Change in Control. No later deficiency that is (A) equal to or less than $10,000,000, within fifteen (15) calendar days after the effective date of such Change in Controldays, the Borrower shall provide to the Banks the following documentationor (B) greater than $10,000,000, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following Days, either (1) prepay the Working Capital Loans in an aggregate principal amount equal to such notice. In deficiency, together with interest on the event principal amount paid accrued to the date of such prepayment or (2) grant or cause to be granted to the Administrative Agent shall fail a first priority Lien (subject only to deliver such notice within such 30-day period, the right Excepted Liens) in gas compression equipment of the Majority Banks Borrower or its Subsidiaries having a fair market value (as determined by Schedule 1.01) equal to require a prepayment or greater than -27- 33 the amount of such Working Capital Borrowing Base deficiency, which pledge of Eligible Equipment shall (x) increase the amount of the Equipment Borrowing Base by and amount equal to the fair market value (as determined by Schedule 1.01) of such Eligible Equipment and (y) automatically convert Working Capital Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days in an aggregate amount equal to such fair market value of receipt of any Net Proceeds Equipment Loans; provided that if there remains a Working Capital Borrowing Base deficiency after prepaying Working Capital Loans or converting such Working Capital Loans to Equipment Loans by pledging gas compression equipment because the BorrowerLC Exposure continues to exceed the Working Capital Borrowing Base, any Guarantor or any of their respective Subsidiaries, then the Borrower shall repay pay to the Loans by Administrative Agent on behalf of the Lenders an amount equal to such Net Proceeds; remaining Working Capital Borrowing Base deficiency to be held as cash collateral for the Letters of Credit as provided that this mandatory prepayment obligation in Section 2.10(b).
(iii) Upon any redetermination of the amount of the Borrowing Base in accordance with Section 2.08, if the redetermined Equipment Borrowing Base is less than the aggregate outstanding principal amount of the Equipment Loans then the Borrower shall not apply either (A) prepay the Equipment Loans in an aggregate principal amount equal to such deficiency, together with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase interest on the principal amount outstanding thereunder, paid accrued to the date of such prepayment or (iiiB) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and give written notice to the Administrative Agent to convert Equipment Loans equal to the aggregate principal amount of such deficiency to Working Capital Loans.
(iv) Upon any borrowings under the Amended and Restated Credit Agreement dated as release of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branchEligible Equipment pursuant to Section 8.09(b), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required simultaneously prepay the Equipment Loans in an aggregate principal amount equal to repay the fair market value of such Eligible Equipment at the time the applicable Lien was created, together with interest on the principal amount paid accrued to the date of prepayment.
(v) Upon any overadvance pursuant to Section 2.01(a)(iv), the Borrower shall prepay the Working Capital Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or pledge assets) as required by said Section 2.01(a)(iv).
(vi) Upon any disposition pursuant to Section 9.14(c), the Subsidiary that issues the bonds) holds all Borrower shall prepay Equipment Loans as provided in such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repaymentsection.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (BRL Universal Equipment Corp)
Mandatory Prepayments. (ai) Promptly following If, after giving effect to (A) any termination or reduction of the occurrence Aggregate Maximum Credit Amounts pursuant to Section 2.03(b) or (B) any termination or reduction of any Change the Aggregate Elected Revolving Commitment Amount, the outstanding aggregate principal amount of Controlthe Revolving Loans plus the LC Exposure and the Swingline Exposure exceeds the Aggregate Maximum Credit Amounts or the Aggregate Elected Revolving Commitment Amount, and in any event no later than one then the Borrower shall (1) Business Day prepay the Loans on the date of such termination or reduction in an aggregate principal amount equal to the excess, and (2) if any excess remains after prepaying all of the Loans, pay to the Administrative Agent on behalf of the Revolving Lenders an amount equal to the excess to be held as cash collateral as provided in Section 2.10(b).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.08 (other than Section 2.08(e) and (f)), if a Deficiency exists, then the Borrower shall, within thirty (30) days of the effective date of such Change of Controlnew Borrowing Base, elect to: (A) prepay the Revolving Loans in an aggregate principal amount equal to such Deficiency, (B) pay such Deficiency in six (6) equal installments, the Borrower first such installment being due and Gerdau shall notify payable by the Banks of first Business Day after such election has been made and the occurrence of remaining installments due monthly thereafter until such Change Deficiency is paid in Control. No later than fifteen full, (15C) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory and pledge as Mortgaged Properties additional Oil and Gas Properties acceptable to the Administrative Agent:
Agent and the Lenders in their sole discretion (itogether with the status of title information with respect thereto) a description to increase the Borrowing Base by an amount at least equal to such Deficiency, or (D) effect any combination of the circumstances foregoing clauses (A), (B) and (C) in amounts necessary to eliminate such Deficiency; provided that all payments required to be made pursuant to this Section 2.07(b)(ii) must be made on or transactions that constituted prior to the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; andTermination Date.
(iii) updated financial statements Upon any adjustment to the amount of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct Borrowing Base in accordance with Section 2.08(e) or cause the direction of the management of Gerdau(f), Section 8.08 or Section 9.13, if a Deficiency exists, then the Borrower or shall: (A) prepay the Revolving Loans in an aggregate principal amount equal to such Deficiency, and (B) if a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay Deficiency remains after prepaying all of the outstanding Revolving Loans plus accrued interest thereonand Swingline Loans as a result of an LC Exposure, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant provide to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days on behalf of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net ProceedsDeficiency to be held as cash collateral as provided in Section 2.10(b). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral upon the effectuation of such termination or sale in accordance with Section 2.08(e), removal of Oil and Gas Properties in accordance with Section 8.08 or of such sale made in accordance with Section 9.13; as applicable, provided that all payments required to be made pursuant to this Section 2.07(b)(iii) must be made on or prior to the Termination Date.
(iv) If, at the end of any Excess Cash Test Day, (A) there is any outstanding Revolving Loans or LC Exposure and (B) there is any Excess Cash, then the Borrower shall, on the next Business Day, (1) prepay the Revolving Loans in an aggregate principal amount equal to the lesser of the aggregate outstanding principal amount of all such Revolving Loans and the amount of such Excess Cash, and (2) if after prepaying all of the Revolving Loans there is both LC Exposure and Excess Cash, pay to the Administrative Agent on behalf of the Lenders an amount equal to the lesser of such LC Exposure and the remaining amount of Excess Cash to be held as cash collateral as provided in Section 2.10(b); provided that no such prepayment need be made under this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (iSection 2.07(b)(iv) if the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agentthereof would be less than $500,000; and provided, further, that if all payments required to be made pursuant to this Section 2.07(b)(iv) must be made on or prior to the Termination Date. To the extent that there are funds on deposit in, or credited to, any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau Deposit Account or other account maintained with the Administrative Agent (or any Affiliate thereof) or any Lender (or any Affiliate thereof) on any date that the Subsidiary that issues the bondsBorrower is required to prepay Revolving Loans (and/or cash collateralize LC Exposure, as applicable) from any bond issuancepursuant to this Section 2.07(b)(iv), the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to hereby irrevocably authorizes and instructs the Administrative Agent until or such repaymentLender to apply such funds to the prepayment of Revolving Loans (and/or cash collateralization of LC Exposure, as applicable).
Appears in 1 contract
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of ControlAggregate Maximum Credit Amounts pursuant to Section 2.06(b), the Borrower and Gerdau shall notify total Credit Exposures exceeds the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controltotal Commitments, then the Borrower shall provide to (A) prepay the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of Borrowings on the date of such notice termination or reduction in an aggregate principal amount equal to such excess, and (B) if any mandatory prepayment required pursuant excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right on behalf of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net Proceeds; excess to be held as cash collateral as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., in Section 2.08(j).
(ii) existing bilateral facilities Upon any redetermination of or any renewals thereofadjustment to the amount of the Borrowing Base in accordance with Section 2.07 or Section 8.13(c), provided that any if the total Credit Exposures exceed the redetermined or adjusted Borrowing Base, then the Borrower shall, within thirty (30) days of such renewal shall not increase redetermination or adjustment of the Borrowing Base, elect: (A) (1) to prepay the Loans in an aggregate principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, equal to such excess and (iv2) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up excess remains after prepaying all of the Borrowings as a result of LC Exposure, to U.S.$1,000,000,000 are received by Gerdau pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j); (or B) to prepay the Subsidiary that issues the bondsLoans in an aggregate principal amount equal to such excess in four (4) from any bond issuanceequal installments, the Borrower shall not be required to repay first (1st) such installment being due and payable by the Loans by such amount within the five first (51st) Business Day timeframe specified above, but shall instead repay after such election has been made by the Loans by Borrower and the three (3) remaining installments due monthly thereafter until such amount no later than November 15, 2007, provided excess is paid in full; (C) to grant first-priority Liens in favor of the Administrative Agent in accordance with Section 8.14(a) on additional proved Oil and Gas Properties of the Loan Parties not previously evaluated in determining the Borrowing Base that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner are satisfactory to the Administrative Agent until and are determined by the Administrative Agent to have a value equal to or greater than the amount of such repaymentexcess; or (D) to make partial payments under the preceding clauses (A) or (B) and also to provide Collateral under the preceding clause (C) that together are effective to deal with such excess. In the case of an election by the Borrower of the option set forth in clause (A) above, the Borrower shall be obligated to pay such prepayment and/or deposit of cash collateral amount within forty-five (45) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date; provided further that if a sale of Property containing proved reserves constituting a portion of the Borrowing Base occurs pursuant to Section 9.12 during such period when the total Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the proceeds of such sale of Property, to the extent thereof and after deducting taxes and costs of sale, shall be used first to prepay the Borrowings in an aggregate principal amount equal to such excess.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 9.02(f), Section 9.12 or Section 9.19, if the total Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on or before the first (1st) Business Day after it receives cash proceeds as a result of such Debt incurrence, disposition or Unwind; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, to any Swingline Loans then outstanding, second, ratably to any ABR Borrowings then outstanding, and third, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of ControlAggregate Maximum Credit Amount pursuant to Section 2.8, and in any event no later than one the total Credit Exposures exceeds the total Commitments, then the Borrower shall (1A) Business Day after prepay the effective Borrowings on the date of such Change of Controltermination or reduction in an aggregate principal amount equal to such excess, the Borrower and Gerdau shall notify the Banks (B) if any excess remains after prepaying all of the occurrence Borrowings as a result of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controlan LC Exposure, the Borrower shall provide to the Banks the following documentation, satisfactory pay to the Administrative Agent:
(i) a description Agent on behalf of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.5(j).
(ii) a description Upon any redetermination of or adjustment to the amount of the new corporate structure; and
(iiiBorrowing Base in accordance with Section 2.4(b) updated financial statements at any time, if the total Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then Borrower must, at Borrower’s election, take one of the Borrower following actions and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction notify Administrative Agent of the management such election within ten (10) Business Days of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having written notice from the Administrative Agent deliver that a Borrowing Base Deficiency then exists: (A) make four (4) consecutive equal monthly installment mandatory prepayments, each in an amount equal to one quarter (1/4) of the Borrowing Base Deficiency, with such payments commencing thirty (30) days from and after receipt by the Borrower of notice thereof of the Borrowing Base Deficiency, (B) execute and deliver, or cause one or more Loan Parties to execute and deliver, to the Administrative Agent within thirty (30) days from and after receipt by the Borrower within 30 days of notice of the date the documentation listed in Section 2.8(a)(i)Borrowing Base Deficiency, (ii) and (iii) abovesupplemental or additional Security Documents, in form and substance reasonably satisfactory to the Administrative Agent securing payment of the Secured Obligations and covering other Properties of the Borrower or such Loan Parties, as applicable, including additional Oil and Gas Properties directly owned by the Borrower or such Loan Parties that are not then covered by any Security Document and that are of a type and nature satisfactory to the Administrative Agent, has been delivered and having a value (as determined by the Administrative Agent and the Lenders in their sole discretion), in addition to other Oil and Gas Properties already subject to a Mortgage, in an amount at least equal to the Borrowing Base Deficiency; provided, that if the Borrower shall elect to execute and deliver (or cause one or more Loan Parties to execute and deliver) supplemental or additional Security Documents to the Administrative Agent pursuant to subclause (B) of this Section 2.10(c)(ii), it shall provide concurrently within such thirty (30) day period to the Administrative Agent descriptions of the additional assets to be mortgaged or pledged thereby (together with current valuations, engineering reports, title evidence or opinions applicable thereto and other documents (including opinions of counsel) reasonably requested by the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent. Any cancellation ) or (C) within thirty (30) days from and after receipt by the Borrower of notice of the Total Commitment Borrowing Base Deficiency, prepay such excess or notify the Administrative Agent that the Borrower will implement a combination of the actions described in the foregoing subclauses (A) through (C) that are acceptable to the Administrative Agent (and thereafter implement such actions in accordance with subclauses (A) through (C)); and further provided that if the Administrative Agent has not received within such ten (10) Business Day period the required notice from the Borrower that the Borrower shall take the actions described in subclause (B) within such thirty (30) day period, then without any necessity for notice to the Borrower or any other Person, the Borrower shall be effective deemed to have elected to make mandatory prepayments equal to at least the Required Deficiency Payment for each Borrowing Base Deficiency Payment Date. Notwithstanding the foregoing, all payments required to be made pursuant to this Section 2.10(c)(ii) must be made on or prior to the Maturity Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.4(f), (g) or (h), if the total Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall prepay the Borrowings in an aggregate principal amount equal to such excess on the first Business Day after receiving notice from the Administrative Agent of such excess. In the case of Section 2.4(f) or (g), the Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date of such notice Disposition or Hedge Liquidation such incurrence of Indebtedness, and any mandatory in the case of Section 2.4(g), the Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date of such reduction; provided that all payments required to be made pursuant to this Section 2.8 shall 2.10(c)(iii) must be due and payable made on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory prior to the Administrative Agent until such repaymentMaturity Date.
Appears in 1 contract
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of ControlAggregate Maximum Revolving Credit Amounts pursuant to Section 2.03(b), the Borrower and Gerdau shall notify the Banks outstanding aggregate principal amount of the occurrence of such Change in Control. No later than fifteen (15) calendar days after Revolving Credit Loans plus the effective date of such Change in ControlLC Exposure exceeds the Aggregate Maximum Revolving Credit Amounts, the Borrower shall provide (A) prepay the Revolving Credit Loans on the date of such termination or reduction in an aggregate principal amount equal to the Banks excess, together with interest on the following documentation, satisfactory principal amount paid accrued to the Administrative Agent:
date of such prepayment and (iB) a description if any excess remains after prepaying all of the circumstances or transactions that constituted Revolving Credit Loans because of LC Exposure, pay to the Change Agent on behalf of Control or comparable corporate reorganization;the Lenders an amount equal to the excess to be held as cash collateral as provided in Section 2.09(b) hereof.
(ii) a description Upon any redetermination of the new corporate structure; and
(iii) updated financial statements amount of the Borrower and Borrowing Base, if the Guarantors and financial information relating to redetermined Borrowing Base is less than the Persons that acquired Voting Stock and/or the power to direct or cause the direction aggregate outstanding principal amount of the management of GerdauRevolving Credit Loans plus the LC Exposure, then the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
shall within thirty (b30) If a Change days of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all receipt of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver written notice thereof (A) prepay the Revolving Credit Loans in an aggregate principal amount equal to such excess, together with interest on the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory principal amount paid accrued to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice prepayment and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5B) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right if a Borrowing Base deficiency remains after prepaying all of the Majority Banks to require a prepayment Revolving Credit Loans because of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective SubsidiariesLC Exposure, the Borrower shall repay pay to the Loans by Agent on behalf of the Lenders an amount equal to such Net Proceeds; Borrowing Base deficiency to be held as cash collateral as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, in Section 2.09(b).
(iii) If the Borrower raises any direct loans cash proceeds by the offering of equity, 50% of the net cash proceeds obtained from Banco Nacional de Desenvolvimento Econômico e Social-BNDESsuch equity offering shall be used to prepay the outstanding principal on the Loans, and (ivapplied in accordance with Section 2.07(c) any borrowings under to either the Amended and Restated Term Loans and/or the Revolving Credit Agreement dated Loans as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repaymentelect.
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Mandatory Prepayments. (ai) Promptly following If for any reason the occurrence of Total Outstandings at any Change of Control, and in any event no later than one (1) Business Day after time exceed the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, Maximum Available Amount then the Borrower shall provide immediately prepay Loans in an aggregate amount equal to such excess.
(ii) If at any time the Banks sum of the following documentationBorrowing Base Deficiency for all Pledged Assets at such time (the “Aggregate Borrowing Base Deficiency”) equals or exceeds $500,000, satisfactory the Administrative Agent may deliver a written demand that the Borrower make a prepayment of the Loans (each a “Specified Prepayment”) in an amount sufficient to eliminate such Aggregate Borrowing Base Deficiency within three Business Days after receipt of such demand; provided that if
(A) within two Business Days of a demand by the Administrative Agent for the Borrower to make a Specified Prepayment the Borrower furnishes to the Administrative Agent:
(iI) a description written notice certifying that Excess Borrowing Base Capacity exists with respect to one or more other Pledged Assets (which notice also identifies the relevant Pledged Assets and the amount of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganizationExcess Borrowing Base Capacity attributable to each such Pledged Asset (each such Pledged Asset referred to herein as a “Specified Pledged Asset”));
(iiII) a description Loan Notice requesting that one or more Loans be made with respect to the Excess Borrowing Base Capacity of the new corporate structuresuch Specified Pledged Assets; and
(iiiIII) updated a Compliance Certificate calculated as of the last day of the fiscal quarter of Holdco most recently ended for which financial statements of the Borrower and the Guarantors and financial information relating were required to the Persons that acquired Voting Stock and/or the power be delivered pursuant to direct Section 7.01(a) or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If which demonstrates that immediately after giving pro forma effect to the making of such requested Loan(s) (I) Holdco will be in compliance with the Financial Covenants, determined on a Change of Control occurspro forma basis, (II) the Total Outstandings will not exceed the Maximum Available Amount and (III) the Pledged Asset Total Outstandings with respect to each Specified Pledged Asset will not exceed the Borrowing Base Amount for such Specified Pledged Asset; and
(B) at such time all conditions set forth in Section 4.04 are satisfied; then, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks Lenders shall be entitled deemed to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof have made a Loan to the Borrower within 30 days of with respect to each Specified Pledged Asset identified in the date written notice referenced in clause (A)(I) above in an amount equal to the documentation listed amount requested by the Borrower in Section 2.8(a)(i), the Loan Notice referenced in clause (ii) and (iiiA)(II) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail amount of such deemed Loan or Loans is equal to deliver such notice within such 30-day periodthe relevant Specified Prepayment, the right obligation of the Majority Banks Borrower to require make such Specified Prepayment shall be eliminated. In the event that the amount of such Specified Prepayment exceeds the amount of such deemed Loan, the Borrower shall remain obligated to make a prepayment of the Loans shall lapse and may not be exercised.
Loan made with respect to the Pledged Asset or Pledged Assets with respect to which a Borrowing Base Deficiency exists in an amount sufficient to eliminate such excess (c) Within five (5) Business Days a “Borrowing Base Deficiency Prepayment”). In the event of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiariesa Borrowing Base Deficiency Prepayment, the Borrower shall repay identify to the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply Administrative Agent in writing the Pledged Asset or Pledged Assets with respect to any Net Proceeds derived from (i) which such Borrowing Base Deficiency Prepayment is to be applied and, if applicable, the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any allocation of such renewal shall not increase the principal amount outstanding thereunder, prepayment among such Pledged Assets.
(iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, From and (iv) any borrowings under after the Amended and Restated Credit Agreement dated as first anniversary of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuanceClosing Date, the Borrower shall not be required to repay immediately prepay all or a portion of the Loans with respect to applicable Pledged Assets as necessary to comply at all times with the Concentration Limits.
(iv) For Table Funded Loan Assets only, upon telephonic notice to the Borrower by such amount within the five (5) Business Day timeframe specified aboveAdministrative Agent, but the Borrower shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory pay to the Administrative Agent until the amount of any outstanding Loan made with respect to such repaymentTable Funded Loan Asset (and the Borrower hereby authorizes the Administrative Agent to charge any account of the Borrower on the books of Bank of America for such amount) on the Initial Funding Date with respect to such Pledged Asset if the funding of such Table Funded Loan Asset by the Borrower is not closed and funded on such date.
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Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of ControlAggregate Elected Revolving Commitment Amount pursuant to Section 2.06(b), and in any event no later than one the Aggregate Revolving Credit Exposures exceed the Total Revolving Commitment, then the Borrower shall (1A) Business Day after prepay the effective Revolving Borrowings on the date of such Change of Controltermination or reduction in an aggregate principal amount equal to such excess, the Borrower and Gerdau shall notify the Banks (B) if any excess remains after prepaying all of the occurrence Revolving Borrowings as a result of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controlan LC Exposure, the Borrower shall provide to the Banks the following documentation, satisfactory pay to the Administrative Agent:
(i) a description Agent on behalf of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;Revolving Banks an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) a description Upon any redetermination of or adjustment to the amount of the new corporate structure; and
Borrowing Base in accordance with Section 2.07 (iiiother than Section 2.07(f) updated financial statements or (g)) if the Aggregate Credit Exposures exceed the redetermined or adjusted Borrowing Base, then the Borrower must take one or a combination of the Borrower following actions, at the Borrower’s election, and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having notify the Administrative Agent deliver notice thereof to the Borrower of such election within 30 thirty (30) days of the date Borrowing Base Deficiency Determination Date: (A) commencing thirty (30) days from and after the documentation listed Borrowing Base Deficiency Determination Date, prepay the Borrowings and, if applicable, cash collateralize the LC Exposure in Section 2.8(a)(i)an amount equal to the Required Deficiency Payment on each Borrowing Base Deficiency Payment Date, (iiB) within ninety (90) days from and (iii) aboveafter the Borrowing Base Deficiency Determination Date, execute and deliver, and/or cause one or more other Credit Parties to execute and deliver, to the Administrative Agent supplemental or additional Security Instruments, in form and substance reasonably satisfactory to the Administrative Agent, has been delivered securing payment of the Obligations and covering other Properties of the Borrower or such Credit Parties, as applicable, including additional Oil and Gas Properties directly owned by the Borrower or such Credit Parties that are not then covered by any Security Instrument and that are of a type and nature satisfactory to the Administrative Agent. Any cancellation , and having a value (as determined by the Administrative Agent and approved by the Required Banks in their sole discretion), in addition to other Oil and Gas Properties already subject to a Security Instrument, in an amount at least equal to the Borrowing Base Deficiency; provided that, if the Borrower shall elect to execute and deliver (or cause one or more Credit Parties to execute and deliver) supplemental or additional Security Instruments to the Administrative Agent pursuant to subclause (B) of this Section 3.04(c)(ii), it shall provide to the Administrative Agent concurrently with such election and within thirty (30) days of the Total Commitment Borrowing Base Deficiency Determination Date descriptions of the additional assets to be mortgaged or pledged thereby (together with current valuations, engineering reports, title evidence or opinions applicable thereto and other documents (including opinions of counsel) reasonably requested by the Administrative Agent, each of which shall be effective as in form and substance reasonably satisfactory to the Administrative Agent) or (C) within forty-five (45) days from and after the Borrowing Base Deficiency Determination Date, prepay the Borrowings and, if applicable, cash collateralize the LC Exposure in an amount equal to 100% of the date Borrowing Base Deficiency; provided further that, if the Administrative Agent does not receive the required notice from the Borrower electing which of such the actions described in the foregoing subclauses (A) through (C) it will take in respect of a Borrowing Base Deficiency within thirty (30) days of the Borrowing Base Deficiency Determination Date, then without any necessity for notice and to the Borrower or any mandatory prepayment other Person, the Borrower shall be deemed to have elected to prepay the Borrowings and, if applicable, cash collateralize the LC Exposure in an amount equal to at least the Required Deficiency Payment on each Borrowing Base Deficiency Payment Date. Notwithstanding the foregoing, all payments required to be made pursuant to this Section 2.8 3.04(c)(ii) must be made on or prior to the Revolving Maturity Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Sections 2.07(f) or (g) or Section 8.13(c), if the Aggregate Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall be due and payable prepay the Borrowings and, if applicable, cash collateralize the LC Exposure in an aggregate principal amount equal to such excess on the date occurring five (5) first Business Days following such notice. In the event Day after receiving notice from the Administrative Agent shall fail of such excess; provided that all payments required to deliver such notice within such 30-day period, be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercisedRevolving Maturity Date.
(civ) Within five (5) Business Days of receipt Subject to Section 3.04(c)(vi), each prepayment of any Net Proceeds Class of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings of such Class then outstanding, and, second, to any SOFR Borrowings of such Class then outstanding, and if more than one SOFR Borrowing of such Class is then outstanding, to each such SOFR Borrowing of such Class in order of priority beginning with the SOFR Borrowing of such Class with the least number of days remaining in the Interest Period applicable thereto and ending with the SOFR Borrowing of such Class with the most number of days remaining in the Interest Period applicable thereto.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings; provided that any Term Loans may be prepaid on a less (but not greater) than a pro rata basis if agreed to by the BorrowerTerm Banks holding such Term Loans. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
(vi) Each prepayment of Borrowings pursuant to Section 3.04(c)(ii) or Section 3.04(c)(iii) shall be applied as follows: (A) if no Term Loans are then outstanding, (1) to prepay the Revolving Borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency, and (2) if any Guarantor or any Borrowing Base Deficiency remains after prepaying all of their respective Subsidiariesthe Revolving Borrowings as a result of an LC Exposure, pay to the Borrower shall repay Administrative Agent on behalf of the Loans by Revolving Banks an amount equal to such Net Proceedsremaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j); provided that or (B) if there are any Term Loans and any Revolving Loans and/or LC Exposure then outstanding, then, at the Borrower’s election (subject to the last sentence of this mandatory prepayment obligation shall not apply with respect Section 3.04(c)(vi)), either: (1) (x) prepay Revolving Borrowings in an aggregate principal amount equal to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A.such Borrowing Base Deficiency, (iiy) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or Borrowing Base Deficiency remains after prepaying all of the Subsidiary that issues the bonds) from any bond issuanceRevolving Borrowings as a result of an LC Exposure, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory pay to the Administrative Agent until on behalf of the Revolving Banks an amount equal to such repaymentBorrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j), and (z) if any Borrowing Base Deficiency remains after cash collateralizing such LC Exposure, prepay Term Borrowings in an aggregate principal amount equal to such remaining Borrowing Base Deficiency; or (2) prepay the Revolving Borrowings (and if any Aggregate Revolving Credit Exposures remains after prepaying all of the Revolving Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Revolving Banks an amount equal to such Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j)) and the Term Borrowings, on a pro rata basis, in proportion to the Aggregate Revolving Credit Exposures and the Aggregate Term Loan Exposures outstanding at such time, in an aggregate amount equal to such Borrowing Base Deficiency; provided that any Term Loans may be prepaid on a less (but not greater) than a pro rata basis if agreed to by the Term Banks holding such Term Loans. The Borrower may not prepay any Term Loans under this Section 3.04(c)(vi) unless, after giving effect to such prepayment, Revolving Availability is greater than 20% of the Total Revolving Commitment and any such amounts that would otherwise have been paid in respect of Term Loans shall instead be applied as prepayments of Revolving Loans.
Appears in 1 contract
Samples: Fifth Amended and Restated Credit Agreement (Vital Energy, Inc.)
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of ControlAggregate Maximum Credit Amounts pursuant to Section 2.8, and in any event no later than one the total Credit Exposures exceeds the total Commitments, then the Borrower shall (1A) Business Day after prepay the effective Borrowings on the date of such Change termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of Controlthe Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.5(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.4(b) or 2.4(g) at any time, if the total Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then within ten Business Days of receipt of notice from the Administrative Agent that a Borrowing Base deficiency then exists, then Borrower must (A) notify the Administrative Agent that it shall make a mandatory prepayment equal to the amount of the Borrowing Base deficiency within 30 days from and after receipt by the Borrower and Gerdau shall of notice of the Borrowing Base deficiency or elect to make payments at least equal to the Required Deficiency Payment on each Borrowing Base Deficiency Payment Date, (B) notify the Banks Administrative Agent that it shall execute and deliver, or cause one or more Subsidiaries to execute and deliver, to the Administrative Agent within 30 days from and after receipt by the Borrower of notice of the occurrence Borrowing Base deficiency, supplemental or additional Security Documents, in form and substance reasonably satisfactory to the Administrative Agent securing payment of such Change in Control. No later than fifteen (15) calendar days after the effective date Obligations and covering other Properties of such Change in Control, the Borrower shall provide to or such Restricted Subsidiaries, as applicable, including additional Oil and Gas Properties directly owned by the Banks the following documentation, Borrower or such Restricted Subsidiaries that are not then covered by any Security Document and that are of a type and nature satisfactory to the Administrative Agent:
, and having a value (ias determined by the Administrative Agent and the Lenders in their sole discretion), in addition to other Oil and Gas Properties already subject to a Mortgage, in an amount at least equal to the Borrowing Base deficiency; provided, that if the Borrower shall elect to execute and deliver (or cause one or more Restricted Subsidiaries to execute and deliver) a description supplemental or additional Security Documents to the Administrative Agent pursuant to subclause (B) of this Section 2.10(c)(ii), it shall provide concurrently within such 30 day period to the Administrative Agent descriptions of the circumstances additional assets to be mortgaged or transactions pledged thereby (together with current valuations, engineering reports, title evidence or opinions applicable thereto and other documents (including opinions of counsel) reasonably requested by the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent) or (C) notify the Administrative Agent that constituted the Change of Control or comparable corporate reorganization;
(ii) Borrower will implement a description combination of the new corporate structureactions described in the foregoing subclauses (A) and (B) that are acceptable to the Administrative Agent (and thereafter implement such actions in accordance with subclauses (A) and (B)); andand further provided that if the Administrative Agent has not received within such ten Business Day period the required notice from the Borrower that the Borrower shall take the actions described in subclause (B) within such 30 day period, then without any necessity for notice to the Borrower or any other Person, the Borrower shall be deemed to have elected to make mandatory prepayments equal to at least the Required Deficiency Payment for each Borrowing Base Deficiency Payment Date. Notwithstanding the foregoing, all payments required to be made pursuant to this Section 2.10(c)(ii) must be made on or prior to the Termination Date.
(iii) updated financial statements Upon any adjustments to the Borrowing Base pursuant to Section 2.4(f) or (h), if the total Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrower and the Guarantors and financial information relating Borrowings as a result of an LC Exposure, pay to the Persons that acquired Voting Stock and/or the power to direct or cause the direction Administrative Agent on behalf of the management Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.5(j). In the case of GerdauSection 2.4(f) or (h), the Borrower shall be obligated to make such prepayment and/or deposit of Cash Collateral on the date it receives cash proceeds as a result of such Disposition or Hedge Liquidation; provided that all payments required to be made pursuant to this Section 2.10(c)(iii) must be made on or prior to the Termination Date.
(iv) Upon the Disposition of any Oil and Gas Property or any interest therein or any Subsidiary owning Oil and Gas Properties pursuant to Section 6.5(d), which Disposition does not result in the total Credit Exposures exceeding the Borrowing Base, as the same may be adjusted pursuant to Section 6.5(d) upon any such sale or other Disposition, then the Borrower shall prepay the Borrowings (and if any excess remains after prepaying Borrowings as a Guarantorresult of an LC Exposure, Cash Collateralize such excess as provided in Section 2.5(j), together with accrued and unpaid interest thereon, in an amount equal to 100% of the Net Cash Proceeds (which Net Cash Proceeds, for the avoidance of doubt, shall not be calculated giving effect to the payment of any Indebtedness) received from such Disposition. Such payment shall be due on the earlier to occur of (A) one Business Day prior to any date on which the Borrower or any Subsidiary would be required to make a mandatory prepayment of Permitted Secured Debt (or Permitted Refinancing Debt, as the case may be) with the Net Cash Proceeds from such Disposition and (B) the Termination Date, provided that resulted in such Change in Control.
(b) If a Change payment shall be reduced by the amount of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require such Net Cash Proceeds reinvested by the Borrower to repay all of and its Restricted Subsidiaries, during the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of period from the date of such notice Disposition to the due date of such prepayment, in Property (other than inventory and any mandatory prepayment required working capital or Investments permitted by Section 6.6(k)) used or to be used in the businesses permitted pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised6.10.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repayment.
Appears in 1 contract
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of ControlAggregate Maximum Credit Amounts pursuant to Section 2.06(b), and in any event no later than one the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (1A) Business Day after prepay the effective Borrowings on the date of such Change of Controltermination or reduction in an aggregate principal amount equal to such excess, the Borrower and Gerdau shall notify the Banks (B) if any excess remains after prepaying all of the occurrence Borrowings as a result of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controlan LC Exposure, the Borrower shall provide to the Banks the following documentation, satisfactory pay to the Administrative Agent:
(i) a description Agent on behalf of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.08(j).
(ii) a description Upon any redetermination of or adjustment to the amount of the new corporate structure; and
Borrowing Base in accordance with Section 2.07 (iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable than pursuant to Section 4.4. The Majority Banks 2.07(e) Section 2.07(f)) or Section 8.13(c), if there exists a Borrowing Base Deficiency, then the Borrower shall be entitled within ten (10) Business Days following receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs, provide written notice (the “Election Notice”) to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to stating the action which the Borrower proposes to take to eliminate such Borrowing Base Deficiency, and the Borrower shall thereafter, at its option, either
(A) within 30 thirty (30) days following its delivery of the date the documentation listed in Section 2.8(a)(i)Election Notice, (ii) and (iii) above, by instruments reasonably satisfactory in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event provide the Administrative Agent shall fail to deliver such notice within such 30-day period, the right with additional security consisting of the Majority Banks to require a prepayment of the Loans shall lapse Oil and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply Gas Properties with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, value and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner quality satisfactory to the Administrative Agent until and the Required Lenders in their sole discretion to eliminate such repaymentBorrowing Base Deficiency,
(B) within thirty (30) days following its delivery of the Election Notice, prepay the Borrowings in an amount sufficient to eliminate such Borrowing Base Deficiency and, if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount necessary to eliminate such remaining Borrowing Base Deficiency to be held as Cash Collateral as provided in Section 2.08(j),
(C) elect to prepay (and thereafter pay) the principal amount necessary to eliminate such Borrowing Base Deficiency in not more than three (3) equal monthly installments plus accrued interest thereon with the first such monthly payment being due within thirty (30) days following its delivery of the Election Notice (and, if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount necessary to eliminate such remaining Borrowing Base Deficiency to be held as Cash Collateral as provided in Section 2.08(j)), or
(D) by any combination of prepayment and additional security as provided in the preceding clauses (A), (B) or (C), eliminate such Borrowing Base Deficiency; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Sections 2.07(e) and/or 2.07(f), if there is a Borrowing Base Deficiency, then the Borrower shall (A) prepay any Borrowings or (B) Cash Collateralize any LC Exposure as provided in Section 2.08(j), in an aggregate amount equal to such Borrowing Base Deficiency. The Borrower shall be obligated to make such prepayment and/or deposit of Cash Collateral within one Business Day of the date it receives (i) proceeds of such issuance of Permitted Unsecured Debt or (ii) confirmation of the amount of any reduction of the Borrowing Base pursuant to Section 2.07(f), as applicable; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Promptly following any sale, lease, conveyance, disposition or other transfer by any Credit Party of any of its Proved Reserves, without duplication, or any termination or other monetization by any Credit Party of any Swap Agreement in respect of commodities, other than as permitted by Section 9.12, and immediately after giving effect thereto there exists a Borrowing Base Deficiency, then the Borrower shall, within thirty (30) days following such occurrence, eliminate such Borrowing Base Deficiency from the Net Proceeds of such sale, lease, conveyance, disposition, transfer, termination or monetization. Nothing in this paragraph is intended to permit any Credit Party to sell Property other than pursuant to Section 9.12, and any such non-permitted sale will constitute a breach of this Agreement.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (ai) Promptly following In the occurrence event any Subsidiary of any Change Parent desires to make Restricted Junior Payments to its shareholders and employees and management personnel of Controlits shareholders pursuant to the terms of the shareholder agreements or similar agreements between such Subsidiary and such shareholders, including without limitation payments in respect of and pursuant to the Put Obligations, and in any event no later than one (x) a Default or Event of Default then exists or would otherwise arise as a result thereof or (y) immediately after giving effect to such Restricted Junior Payment, (1) Business Day Excess Availability would be less than the Applicable Excess Availability Amount or (2) Availability would be less than the Applicable Availability Amount, Borrower agrees to prepay the Obligations in full and terminate the Revolver Commitments prior to making such payment.
(ii) In the event any Loan Party desires to make any payment in respect of Earn-outs and (x) a Default or Event of Default then exists or would otherwise arise as a result thereof or (y) immediately after giving effect to such Restricted Junior Payment, (1) Excess Availability would be less than the effective date Applicable Excess Availability Amount or (2) Availability would be less than the Applicable Availability Amount, Borrower agrees to prepay the Obligations in full and terminate the Revolver Commitments prior to making such payment.
(iii) In the event (x) the aggregate amount of domestic cash or Domestic Cash Equivalents of Parent and its Subsidiaries maintained or accumulated exceeds $100,000,000 at any time ("Excess Cash Amount"), and (y) the Revolver Usage at such Change of Control, the Borrower and Gerdau shall notify the Banks time is equal to or greater than 50% of the occurrence Maximum Revolver Amount and continues to be equal to or greater than 50% of such Change in Control. No later than fifteen (15) calendar days after the effective date Maximum Revolver Amount for a period of such Change in Control30 consecutive days, the Borrower shall provide immediately repay Advances in an amount sufficient to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in eliminate all such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable Excess Cash Amount on the date occurring five (5) Business Days Day immediately following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised30th day.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repayment.
Appears in 1 contract
Samples: Credit Agreement (MDC Partners Inc)
Mandatory Prepayments. The Loans shall be subject to mandatory prepayment in accordance with the following provisions:
(a) Promptly following IF OUTSTANDING GENERAL REVOLVING LOANS, SWING LINE REVOLVING LOANS, LETTER OF CREDIT OUTSTANDINGS AND RESERVED AMOUNT EXCEED TOTAL GENERAL REVOLVING COMMITMENT. If on any date (after giving effect to any other payments on such date) the occurrence sum of any Change (i) the aggregate outstanding principal amount of ControlGeneral Revolving Loans and Swing Line Revolving Loans, and PLUS (ii) the aggregate amount of Letter of Credit Outstandings, PLUS (iii) the Reserved Amount, exceeds the Total General Revolving Commitment as then in any event no later than one (1) Business Day after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controleffect, the Borrower shall provide prepay on such date that principal amount of General Revolving Loans and, after General Revolving Loans have been paid in full, Swing Line Revolving Loans, and after Swing Line Revolving Loans have been paid in full, Unpaid Drawings, in an aggregate amount at least equal to such excess and conforming in the case of partial prepayments of any Loans to the Banks applicable requirements as to the following documentationamounts of partial prepayments which are contained in section 5.
1. If, after giving effect to the prepayment of General Revolving Loans, Swing Line Revolving Loans and Unpaid Drawings, the aggregate amount of Letter of Credit Outstandings exceeds the Total General Revolving Commitment as then in effect, the Borrower shall pay to the Administrative Agent an amount in cash and/or Cash Equivalents equal to such excess and the Administrative Agent shall hold such payment as security for the reimbursement obligations of the Borrower hereunder in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of Agent and the Borrower (which shall permit certain investments in Cash Equivalents satisfactory to the Administrative Agent and the Guarantors and financial information relating Borrower until the proceeds are applied to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Controlsecured obligations).
(b) IF OUTSTANDING SWING LINE REVOLVING LOANS EXCEED UNUTILIZED TOTAL GENERAL REVOLVING COMMITMENT PLUS RESERVED AMOUNT. If a Change on any date (after giving effect to any other payments on such date) the aggregate outstanding principal amount of Control occursSwing Line Revolving Loans exceeds the sum of (x) the Unutilized Total General Revolving Commitment as then in effect, PLUS (y) the then Reserved Amount, the Majority Banks will have Borrower shall prepay on such date Swing Line Revolving Loans in an aggregate amount at least equal to such excess and conforming in the right to cancel the Total Commitment or, if case of partial prepayments of Swing Line Revolving Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory requirements as to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation amounts of the Total Commitment shall be effective as partial prepayments of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Swing Line Revolving Loans shall lapse and may not be exercisedwhich are contained in section 5.1.
(c) Within five IF OUTSTANDING SWING LINE REVOLVING LOANS EXCEED SWING LINE REVOLVING COMMITMENT. If on any date (5after giving effect to any other payments on such date) Business Days the aggregate outstanding principal amount of receipt of any Net Proceeds by Swing Line Revolving Loans exceeds the Borrower, any Guarantor or any of their respective SubsidiariesSwing Line Revolving Commitment at such time, the Borrower shall repay the prepay on such date Swing Line Revolving Loans by in an aggregate amount at least equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) excess and conforming in the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as case of October 28, 2005 among Gerdau Ameristeel Corporation and certain partial prepayments of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Swing Line Revolving Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repaymentrequirements as to the amounts of partial prepayments of Swing Line Revolving Loans which are contained in section 5.
Appears in 1 contract
Samples: Credit Agreement (Value City Department Stores Inc /Oh)
Mandatory Prepayments. (a) Promptly In the event of the termination of all the Revolving Credit Commitments by the Borrowers pursuant to Section 2.09, the Borrowers shall, on the date of such termination, repay or prepay all 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 by the Borrowers pursuant to Section 2.09, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrowers shall, on the date of such reduction, 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) No later than the earlier of (i) 90 days after the end of each fiscal year of Corel, commencing with the fiscal year ending on November 30, 2006, and (ii) the fifth Business Day after the date on which the financial statements with respect to such fiscal year are delivered pursuant to Section 5.04(a), the Borrowers shall 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 the ECF Percentage of Excess Cash Flow for such fiscal year; 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 Commitments 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 one Business Day after the Closing Date.
(c) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or 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 of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrowers shall, not later than the fifth Business Day next following the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, 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 the 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 Commitments 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 one Business Day after the Closing Date.
(d) In the event and on each occasion that an Equity Issuance occurs, the Borrowers shall, not later than the fifth Business Day next following the occurrence of such Equity Issuance, the Borrowers shall 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 50% of the Net Cash Proceeds therefrom; provided that, if any Change such prepayment would result in the sum of Control(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 the Borrowers shall not be required to make such prepayment in respect of any event no later than Term Loan until five years and one (1) Business Day after the effective date Closing Date.
(e) Mandatory prepayments of such Change outstanding Loans under this Section 2.13 shall be first, applied, subject to the provisions of Controlparagraph (g) below, pro rata against the Borrower and Gerdau shall notify the Banks remaining scheduled installments of principal due in respect of the occurrence Term Loans under Section 2.11 (not including amounts due on the Term Maturity Date), second, applied against any Revolving Loans and any Swingline Loans then outstanding, third, maintained as cash collateral in respect of such Change any Letters of Credit then outstanding, as provided in Control. No later than fifteen Section 2.23(j), and fourth, credited to Corel's Account.
(15f) calendar days after the effective date of such Change in Control, the Borrower The Borrowers shall provide to the Banks the following documentation, satisfactory deliver to the Administrative Agent:
, at the time of each prepayment required under this Section, (i) a description certificate signed by a Financial Officer of Corel setting forth in reasonable detail the calculation of the circumstances or transactions that constituted the Change amount of Control or comparable corporate reorganization;
such prepayment and (ii) a description to the extent practicable, at least five Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the new corporate structure; andprepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid and shall be substantially in the form of Exhibit F or such other form as shall be acceptable to the Administrative Agent. All prepayments of Borrowings under this Section shall be subject to Section 2.16, but otherwise shall 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.
(iiig) updated financial statements of the Borrower and the Guarantors and financial information relating Any Term Lender may elect (upon such election, such Term Lender being a "DECLINING LENDER"), by notice to the Persons that acquired Voting Stock and/or 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 power Borrowers for the account of such Declining Lender pursuant to direct Section 2.13(b), (c) or cause (d), not to accept the direction 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 management of GerdauDeclining Lenders (such Term Lenders being the "ACCEPTING LENDERS") to prepay their Term Loans in accordance with Section 2.13(b), the Borrower (c) or a Guarantor(d), as the case may be. Any Accepting Lender may elect, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right by notice to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(iwriting (or by telecopy or telephone promptly confirmed in writing) by 12:00 p.m. (Toronto time), (ii) and (iii) aboveat least two Business Days prior to any such prepayment, in form and substance satisfactory not to accept the Administrative Agent, has been delivered portion of such declined amount offered to the Administrative Agentit. Any cancellation of the Total Commitment shall be effective as of On the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on (the date occurring five "PREPAYMENT DATE"), (5i) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by 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 Net Proceeds; Accepting Lenders on a pro rata basis as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A.above, and (ii) existing bilateral facilities or any renewals thereof, provided that remaining portion of such prepayment after such offer and any such renewal prepayment has been made shall not increase be first, applied against any Revolving Loans and Swingline Loans then outstanding, second, applied to reduce permanently the principal amount outstanding thereunderRevolving Credit Commitment and the Swingline Commitment, (iii) third, maintained as cash collateral in respect of any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESLetters of Credit then outstanding, as provided under Section 2.23(j), and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28fourth, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up credited to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repaymentCorel's Account.
Appears in 1 contract
Samples: Credit Agreement (Corel Corp)
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of ControlAggregate Maximum Credit Amount pursuant to Section 2.8, and in any event no later than one the total Credit Exposures exceeds the total Commitments, then the Borrower shall (1A) Business Day after prepay the effective Borrowings on the date of such Change of Controltermination or reduction in an aggregate principal amount equal to such excess, the Borrower and Gerdau shall notify the Banks (B) if any excess remains after prepaying all of the occurrence Borrowings as a result of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controlan LC Exposure, the Borrower shall provide to the Banks the following documentation, satisfactory pay to the Administrative Agent:
(i) a description Agent on behalf of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.5(j).
(ii) a description Upon any redetermination of or adjustment to the amount of the new corporate structure; and
(iiiBorrowing Base in accordance with Section 2.4(b) updated financial statements at any time, if the total Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then Borrower must, at Borrower’s election, take one of the Borrower following actions and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction notify Administrative Agent of the management such election within ten (10) Business Days of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having written notice from the Administrative Agent deliver that a Borrowing Base Deficiency then exists: (A) make four (4) consecutive equal monthly installment mandatory prepayments, each in an amount equal to one quarter (1/4) of the Borrowing Base Deficiency, with such payments commencing thirty (30) days from and after receipt by the Borrower of notice thereof of the Borrowing Base Deficiency, (B) execute and deliver, or cause one or more Restricted Subsidiaries to execute and deliver, to the Administrative Agent within thirty (30) days from and after receipt by the Borrower within 30 days of notice of the date the documentation listed in Section 2.8(a)(i)Borrowing Base Deficiency, (ii) and (iii) abovesupplemental or additional Security Documents, in form and substance reasonably satisfactory to the Administrative Agent securing payment of the Obligations and covering other Properties of the Borrower or such Restricted Subsidiaries, as applicable, including additional Oil and Gas Properties directly owned by the Borrower or such Restricted Subsidiaries that are not then covered by any Security Document and that are of a type and nature satisfactory to the Administrative Agent, has been delivered and having a value (as determined by the Administrative Agent and the Lenders in their sole discretion), in addition to other Oil and Gas Properties already subject to a Mortgage, in an amount at least equal to the Borrowing Base Deficiency; provided, that if the Borrower shall elect to execute and deliver (or cause one or more Restricted Subsidiaries to execute and deliver) supplemental or additional Security Documents to the Administrative Agent pursuant to subclause (B) of this Section 2.10(c)(ii), it shall provide concurrently within such thirty (30) day period to the Administrative Agent descriptions of the additional assets to be mortgaged or pledged thereby (together with current valuations, engineering reports, title evidence or opinions applicable thereto and other documents (including opinions of counsel) reasonably requested by the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent. Any cancellation ) or (C) within thirty (30) days from and after receipt by the Borrower of notice of the Total Commitment Borrowing Base Deficiency, prepay such excess or notify the Administrative Agent that the Borrower will implement a combination of the actions described in the foregoing subclauses (A) through (C) that are acceptable to the Administrative Agent (and thereafter implement such actions in accordance with subclauses (A) through (C)); and further provided that if the Administrative Agent has not received within such ten (10) Business Day period the required notice from the Borrower that the Borrower shall take the actions described in subclause (B) within such thirty (30) day period, then without any necessity for notice to the Borrower or any other Person, the Borrower shall be effective deemed to have elected to make mandatory prepayments equal to at least the Required Deficiency Payment for each Borrowing Base Deficiency Payment Date. Notwithstanding the foregoing, all payments required to be made pursuant to this Section 2.10(c)(ii) must be made on or prior to the Maturity Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.4(f), (g) or (h), if the total Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall prepay the Borrowings in an aggregate principal amount equal to such excess on the first Business Day after receiving notice from the Administrative Agent of such excess. In the case of Section 2.4(f) or (g), the Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date of such notice Disposition or Hedge Liquidation such incurrence of Indebtedness, and any mandatory in the case of Section 2.4(g), the Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date of such reduction; provided that all payments required to be made pursuant to this Section 2.8 shall 2.10(c)(iii) must be due and payable made on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory prior to the Administrative Agent until such repaymentMaturity Date.
Appears in 1 contract
Samples: Credit Agreement (Comstock Oil & Gas Investments, LLC)
Mandatory Prepayments. (a) Promptly In the event of the termination of all the Revolving Credit Commitments by Corel pursuant to Section 2.09, Corel shall, on the date of such termination, repay or prepay all 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 by Corel pursuant to Section 2.09, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then Corel shall, on the date of such reduction, 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) No later than the earlier of (i) 90 days after the end of each fiscal year of Corel, commencing with the fiscal year ending on November 30, 2006, and (ii) the fifth Business Day after the date on which the financial statements with respect to such fiscal year are delivered pursuant to Section 5.04(a), the Borrowers shall 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 the ECF Percentage of Excess Cash Flow for such fiscal year; 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 Commitments 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 one Business Day after the Closing Date.
(c) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or 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 of Indebtedness for money borrowed permitted pursuant to Section 6.01). the Borrowers shall, not later than the fifth Business Day next following the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, 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 the 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 Commitments 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 one Business Day after the Closing Date.
(d) In the event and on each occasion that an Equity Issuance occurs, the Borrowers shall, not later than the fifth Business Day next following the occurrence of such Equity Issuance, the Borrowers shall 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 50% of the Net Cash Proceeds therefrom; provided that, if any Change such prepayment would result in the sum of Control(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 the Borrowers shall not be required to make such prepayment in respect of any event no later than Term Loan until five years and one (1) Business Day after the effective date Closing Date.
(e) Mandatory prepayments of such Change outstanding Loans under this Section 2.13 shall be first, applied, subject to the provisions of Controlparagraph (g) below, pro rata against the Borrower and Gerdau shall notify the Banks remaining scheduled installments of principal due in respect of the occurrence Term Loans under Section 2.11 (not including amounts due on the Term Maturity Date), second, applied against any Revolving Loans and any Swingline Loans then outstanding, third, maintained as cash collateral in respect of such Change any Letters of Credit then outstanding, as provided in Control. No later than fifteen Section 2.23(j), and fourth, credited to Corel's Account.
(15f) calendar days after the effective date of such Change in Control, the Borrower The Borrowers shall provide to the Banks the following documentation, satisfactory deliver to the Administrative Agent:
, at the time of each prepayment required under this Section, (i) a description certificate signed by a Financial Officer of Corel setting forth in reasonable detail the calculation of the circumstances or transactions that constituted the Change amount of Control or comparable corporate reorganization;
such prepayment and (ii) a description to the extent practicable, at least five Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the new corporate structure; andprepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid and shall be substantially in the form of Exhibit F or such other form as shall be acceptable to the Administrative Agent. All prepayments of Borrowings under this Section shall be subject to Section 2.16, but otherwise shall 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.
(iiig) updated financial statements of the Borrower and the Guarantors and financial information relating Any Term Lender may elect (upon such election, such Term Lender being a "DECLINING LENDER"), by notice to the Persons that acquired Voting Stock and/or 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 power Borrowers for the account of such Declining Lender pursuant to direct Section 2.13(b), (c) or cause (d), not to accept the direction 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 management of GerdauDeclining Lenders (such Term Lenders being the "ACCEPTING LENDERS") to prepay their Term Loans in accordance with Section 2.13(b), the Borrower (c) or a Guarantor(d), as the case may be. Any Accepting Lender may elect, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right by notice to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(iwriting (or by telecopy or telephone promptly confirmed in writing) by 12:00 p.m. (Toronto time), (ii) and (iii) aboveat least two Business Days prior to any such prepayment, in form and substance satisfactory not to accept the Administrative Agent, has been delivered portion of such declined amount offered to the Administrative Agentit. Any cancellation of the Total Commitment shall be effective as of On the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on (the date occurring five "PREPAYMENT DATE"), (5i) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by 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 Net Proceeds; Accepting Lenders on a pro rata basis as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A.above, and (ii) existing bilateral facilities or any renewals thereof, provided that remaining portion of such prepayment after such offer and any such renewal prepayment has been made shall not increase be first, applied against any Revolving Loans and Swingline Loans then outstanding (and the principal amount outstanding thereunderRevolving Credit Commitment and the Swingline Commitment shall be permanently reduced by such amount), (iii) second, maintained as cash collateral in respect of any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESLetters of Credit then outstanding, as provided under Section 2.23(j), and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28third, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up credited to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repaymentCorel's Account.
Appears in 1 contract
Samples: Credit Agreement (Corel Corp)
Mandatory Prepayments. (a) Promptly following the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description U.S. REVOLVING COMMITTED AMOUNT. If on any date the aggregate U.S. Revolving Outstandings exceed the U.S. Revolving Committed Amount: (A) the U.S. Borrower shall repay, and there shall become due and payable (together with accrued interest thereon), on such date an aggregate principal amount of U.S. Swingline Loans equal to such excess; (B) if the outstanding U.S. Swingline Loans have been repaid in full or if no U.S. Swingline Loans are outstanding, the U.S. Borrower shall prepay, and there shall become due and payable (together with accrued interest thereon), U.S. Revolving Loans in such amounts as are necessary so that, after giving effect to the repayment of the circumstances or transactions U.S. Swingline Loans and the repayment of U.S. Revolving Loans, the aggregate U.S. Revolving Outstandings do not exceed the U.S. Revolving Committed Amount; and (C) if the outstanding U.S. Revolving Loans and U.S. Swingline Loans have been repaid in full, the U.S. Borrower shall Cash Collateralize U.S. LC Obligations so that, after giving effect to the repayment of U.S. Swingline Loans and U.S. Revolving Loans and the Cash Collateralization of U.S. LC Obligations pursuant to this SUBSECTION (i), the aggregate U.S. Revolving Outstandings does not exceed the U.S. Revolving Committed Amount. In determining the aggregate U.S. Revolving Outstandings for purposes of this SUBSECTION (i), U.S. LC Obligations shall be reduced to the extent that constituted they are Cash Collateralized as contemplated by this SUBSECTION (i). Each prepayment of U.S. Revolving Loans required pursuant to this SUBSECTION (i) shall be applied ratably among outstanding U.S. Revolving Loans based on the Change respective amounts of Control or comparable corporate reorganization;principal then outstanding. Each Cash Collateralization of U.S. LC Obligations required by this SUBSECTION (i) shall be applied ratably among U.S. LC Obligations based on the respective amounts thereof then outstanding.
(ii) a description CANADIAN REVOLVING COMMITTED AMOUNT. IF on any date the aggregate Canadian Revolving Outstandings exceeds the Canadian Revolving Committed Amount for any reason whatsoever, including, without limitation (but subject to the last sentence of this SUBSECTION (ii)), due to fluctuations in the Exchange Rate: (A) the Parent Borrower shall repay, and there shall become due and payable (together with accrued interest thereon), on such date an aggregate principal amount of the new corporate structureCanadian Swingline Loans equal to such excess; and
(iiiB) updated financial statements of if the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if outstanding Canadian Swingline Loans have been advancedrepaid in full, to require the Parent Borrower to repay all of the outstanding Loans plus shall prepay, and these shall become due and payable (together with accrued interest thereon) Canadian Revolving Loans in such amounts as are necessary so that, plus any amounts other amounts payable hereunder includingafter giving effect to the repayment of the Canadian Swingline Loans and the repayment of Canadian Revolving Loans, without limitationthe aggregate Canadian Revolving Outstandings do not exceed the Canadian Revolving Committed Amount; (C) if the outstanding Canadian Revolving Loans and Canadian Swingline Loans have been repaid in full, any amounts payable the Parent Borrower shall Cash Collateralize Canadian LC Obligations so that, after giving effect to the repayment of Canadian Swingline Loans and Canadian Revolving Loans and the Cash Collateralization of Canadian LC Obligations pursuant to Section 4.4this SUBSECTION (ii), the aggregate Canadian Revolving Outstandings does not exceed the Canadian Revolving Committed Amount; and (D) if the outstanding Canadian LC Obligations have been Cash Collateralized in full and Canadian Revolving Loans and Canadian Swingline Loans repaid in full, the Parent Borrower shall Cash Collateralize BA Reimbursement Obligations so that, after giving effect to the repayment thereof pursuant to this SUBSECTION (i), the aggregate Canadian Revolving Outstandings does not exceed the Canadian Revolving Committed Amount. The Majority Banks In determining the aggregate Canadian Revolving Outstandings for purposes of this SUBSECTION (ii), Canadian LC -86- Obligations and BA Reimbursement Obligations shall be entitled reduced to exercise such rights to cancel the Total Commitment and require mandatory extent that they are Cash Collateralized as contemplated by this SUBSECTION (ii). Each prepayment of outstanding Canadian Revolving Loans by having the Administrative Agent deliver notice thereof to the Parent Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 SUBSECTION (ii) shall be due and payable applied ratably among outstanding Canadian Revolving Loans of the Parent Borrower based on the date occurring five respective amounts of principal then outstanding. Each Cash Collateralization of Canadian LC Obligations or BA Reimbursement Obligations of the Parent Borrower required by this SUBSECTION (5ii) Business Days following such noticeshall be applied ratably among Canadian LC Obligations or BA Reimbursement Obligations, respectively, of the Parent Borrower based on the respective amounts thereof then outstanding. In Notwithstanding anything herein to the event contrary, if on any Currency Calculation Date, the Canadian Administrative Agent shall fail determine in its sole discretion that, due to deliver such notice within such 30-day periodthe fluctuations in the Exchange Rate, the right aggregate Canadian Revolving Outstandings exceed the Canadian Revolving Committed Amount, the Canadian Administrative Agent shall notify the Parent Borrower and the Canadian Revolving Lenders of such excess and the Parent Borrower shall, if the amount of such excess is 5% or more of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Canadian Revolving Committed Amount, within three Business Days of the receipt of any Net Proceeds by the Borrowersuch notice, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay pay the Loans by an amount equal to such Net Proceeds; and/or Cash Collateralize or pay the LC Obligations and the BA Reimbursement Obligations in the order and in the manner provided that in this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., SUBSECTION (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repayment.
Appears in 1 contract
Mandatory Prepayments. (a) Promptly following the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, Except as the case may be, that resulted set forth in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), clauses (ii) and (iii) aboveof this Section 3.04(c), in form and substance satisfactory if, after giving effect to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation any termination or reduction of the Total Commitment Aggregate Maximum Revolving Credit Amounts, the total Revolving Credit Commitments or the Borrowing Base (including, without limitation, pursuant to Section 2.06(b)), the total Revolving Credit Exposures exceeds the total Revolving Credit Commitments, then the Borrower shall be effective as of (A) prepay the Revolving Loans on the date of such notice termination or reduction in an aggregate principal amount equal to such excess, and (B) if any mandatory prepayment required pursuant excess remains after prepaying all of the Borrowings of Revolving Loans as a result of an LC Exposure, pay to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right on behalf of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net Proceedsexcess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination, reduction or other adjustment to the Aggregate Maximum Revolving Credit Amounts, the total Revolving Credit Commitments or the amount of the Borrowing Base pursuant to Section 2.07 (other than Section 2.07(e)) or Section 8.13(c), if there exists a Borrowing Base Deficiency, then the Borrower shall within fifteen (15) Business Days following receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs, provide written notice (the “Election Notice”) to the Administrative Agent stating the action which the Borrower proposes to take to eliminate such Borrowing Base Deficiency, and the Borrower shall thereafter, at its option, either:
(A) within thirty (30) days following delivery of the New Borrowing Base Notice, (x) prepay without premium or penalty, all then-outstanding Revolving Loans in an amount sufficient to eliminate such Borrowing Base Deficiency and (y) if any Borrowing Base Deficiency remains as a result of any LC Exposure after the Borrower prepays all of the then-outstanding Revolving Loans, pay to the Administrative Agent on behalf of the Lenders an amount necessary to eliminate such remaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j);
(B) elect to prepay (and pay as required herein), without premium or penalty, the principal amount of Revolving Loans necessary to eliminate such Borrowing Base Deficiency in not more than six (6) equal monthly installments together with accrued and unpaid interest thereon, with the first such monthly payment being due within thirty (30) days following delivery of the New Borrowing Base Notice and if any Borrowing Base Deficiency remains as a result of any LC Exposure after the Borrower prepays all of the then-outstanding Revolving Loans, pay to the Administrative Agent on behalf of the Lenders an amount necessary to eliminate such remaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j); or
(C) by any combination of prepayment as provided in the preceding clauses (A) or (B), eliminate such Borrowing Base Deficiency; provided that all payments required to be made pursuant to this mandatory prepayment obligation shall not apply with respect Section 3.04(c)(ii) must be made on or prior to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, Termination Date.
(iii) Upon any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESreduction of the Borrowing Base pursuant to Section 2.07(e) in connection with a Triggering Disposition, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuancethere exists a Borrowing Base Deficiency, the Borrower shall not be required prepay the Revolving Loans in an amount sufficient to repay eliminate such Borrowing Base Deficiency and, if any Borrowing Base Deficiency remains after prepaying all of the then-outstanding Revolving Loans by such amount within the five (5) Business Day timeframe specified aboveas a result of any LC Exposure, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory pay to the Administrative Agent until on behalf of the Lenders an amount necessary to eliminate such repaymentremaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within two (2) Business Days following the receipt by any Loan Party of Net Proceeds in respect of such Debt or such Triggering Disposition, as applicable; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) After the payment in full of the Revolving Loans, the termination of the Maximum Revolving Credit Amounts and the Revolving Credit Commitments and the cash-collateralization of any LC Exposure, within one (1) Business Day following the receipt by any Loan Party of Net Proceeds in respect of any Debt not permitted by Section 9.02, in addition to any mandatory prepayment requirements that may result from such incurrence under the preceding Section 3.04(c)(iii), the Borrower shall prepay the Term Loans in an aggregate amount equal to the remainder of (A) one hundred percent (100%) of the Net Proceeds received in respect of such incurrence of Debt minus (B) the portion, if any, of such Net Proceeds that is used to prepay Revolving Loans or cash-collateralize LC Exposure pursuant to Section 3.04(c)(iii). Nothing in this paragraph is intended to permit any Loan Party to incur Debt other than as permitted under Section 9.02, and any such incurrence of Debt in violation of Section 9.02 shall be an Event of Default.
(v) After the payment in full of the Revolving Loans and the cash-collateralization of any LC Exposure, within one (1) Business Day following the receipt by any Loan Party of Net Proceeds in respect of a Triggering Disposition, the Borrower shall prepay the Term Loans in an aggregate amount equal to the remainder of (A) fifty percent (50%) of the Net Proceeds received in respect of such Triggering Disposition (or one hundred percent (100%) of the Net Proceeds received once the Borrower has received an aggregate of $40,000,000 in Net Proceeds from all Triggering Dispositions) minus (B) the Excess Cash Threshold, minus (C) the portion, if any, of such Net Proceeds that is used to prepay Revolving Loans or cash-collateralize LC Exposure pursuant to Section 3.04(c)(iii). Nothing in this paragraph is intended to permit any Loan Party to sell Property in breach of Section 9.12, and any such sale in violation of Section 9.12 will constitute a breach of this Agreement.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied first ratably to any ABR Borrowings then outstanding and thereafter to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(vii) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
(viii) Notwithstanding anything to the contrary herein, if a Borrowing Base Deficiency exists at the time any mandatory prepayment of Loans is required hereunder, or at the time any optional prepayment is tendered in respect of the Term Loans, any such prepayment amounts shall be applied first to prepay Revolving Loans and/or to cash collateralize LC Exposure in an amount sufficient to eliminate such Borrowing Base Deficiency, and thereafter to the prepayment of the Term Loans (including any installments in respect thereof in direct order of maturity).
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Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of ControlAggregate Maximum Credit Amounts pursuant to Section 2.06(b), the Borrower and Gerdau shall notify total Revolving Credit Exposures exceeds the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controltotal Commitments, then the Borrower shall provide to (A) prepay the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of Borrowings on the date of such notice termination or reduction in an aggregate principal amount equal to such excess, and (B) if any mandatory prepayment required pursuant excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right on behalf of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net Proceeds; excess to be held as cash collateral as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., in Section 2.08(j).
(ii) existing bilateral facilities Upon any redetermination of or any renewals thereofadjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through Section 2.07(d) or Section 8.13(c), provided that any such renewal if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall not increase (A) prepay the Borrowings in an aggregate principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESequal to such excess, and (ivB) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or excess remains after prepaying all of the Subsidiary that issues the bonds) from any bond issuanceBorrowings as a result of an LC Exposure, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory pay to the Administrative Agent until on behalf of the Lenders an amount equal to such repaymentexcess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within 90 days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided, that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f) or Section 9.12, if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Parent Guarantor or Borrower, as applicable, shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of such disposition or Debt incurrence; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.707081
(iv) Notwithstanding anything to the contrary herein, (A) if the Borrower or any of its Subsidiaries sells any Property when an Event of Default or Borrowing Base Deficiency exists, then the Borrower shall (x) if an Event of Default exists, prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale and, if any net cash proceeds from such sale remain after prepaying all of the Borrowings, pay to the Administrative Agent on behalf of the Lenders an amount equal to the remaining net cash proceeds received from such sale to be held as cash collateral as provided in Section 2.08(j); provided, the Borrowing Base and Commitments hereunder shall be permanently reduced in the amount of such prepayment or deposit of cash collateral or (y) if no Event of Default exists, (I) prepay the Borrowings in an aggregate principal amount equal to the lesser of (1) the net cash proceeds received from such sale and (2) the amount by which the total Revolving Credit Exposures exceeds the Borrowing Base then in effect plus an incremental amount such that, on a pro forma basis, availability under the Borrowing Base then in effect is equal to or greater than the greater of (X) $50,000,000 or (Y) 50% of the then effective Borrowing Base, and (II) if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to the lesser of (1) the remaining net cash proceeds received from such sale (if any) and (2) the amount 707079 Section 3.04(c)(iii) amended by Thirteenth Amendment. by which the total Revolving Credit Exposures exceeds the Borrowing Base then in effect plus an incremental amount such that, on a pro forma basis, availability under the Borrowing Base then in effect is equal to or greater than the greater of (X) $50,000,000 or (Y) 50% of the then effective Borrowing Base, to be held as cash collateral as provided in Section 2.08(j), and (B) if the Parent Guarantor or any of its Subsidiaries issues any Equity Interests when a Borrowing Base Deficiency exists, then the Borrower shall (x) prepay the Borrowings in an aggregate principal amount equal to the lesser of (1) the net cash proceeds received from such issuance and (2) the amount by which the total Revolving Credit Exposures exceeds the Borrowing Base then in effect, and (y) if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to the lesser of (1) the remaining net cash proceeds received from such issuance (if any) and (2) the amount by which the total Revolving Credit Exposures exceeds the Borrowing Base then in effect such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of such sale or issuance; provided that all payments required to be made pursuant to this Section 3.04(c)(iv) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of ControlAggregate Maximum Revolving Credit Amounts pursuant to Section 2.03(b), the Borrower and Gerdau shall notify the Banks outstanding aggregate principal amount of the occurrence of such Change in Control. No later than fifteen (15) calendar days after Revolving Credit Loans plus the effective date of such Change in ControlLC Exposure exceeds the Aggregate Maximum Revolving Credit Amounts, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description prepay the Revolving Credit Loans on the date of such termination or reduction in an aggregate principal amount equal to the excess, together with interest on the principal amount paid accrued to the date of such prepayment and (ii) if any excess remains after prepaying all of the circumstances or transactions that constituted Revolving Credit Loans because of LC Exposure, pay to the Change Agent on behalf of Control or comparable corporate reorganization;the Lenders an amount equal to the excess to be held as cash collateral as provided in Section 2.10(b) hereof.
(ii) a description Upon any redetermination of the new corporate structure; and
(iii) updated financial statements amount of the Borrowing Base in accordance with Section 2.08, if the redetermined Borrowing Base is less than the aggregate outstanding principal amount of the Revolving Credit Loans plus the LC Exposure, then the Borrower and shall within thirty (30) days of such Borrowing Base redetermination do one or any combination of the Guarantors and financial information relating following: (i) prepay the Loans in an aggregate principal amount equal to such excess, together with interest on the principal amount paid accrued to the Persons that acquired Voting Stock and/or the power to direct or cause the direction date of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i)prepayment, (ii) and (iii) abovenotify the Agent that Borrower will prepay, in form five (5) equal monthly installments commencing thirty (30) days after such Borrowing Base redetermination and substance satisfactory continuing on the same day the next four months (unless there is no corresponding day, in which event, it will be paid on the last day of such month), the Loans in an aggregate principal amount equal to such excess, together with interest on the Administrative Agent, has been delivered principal amount paid accrued to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant prepayment; or (iii) provide additional collateral acceptable to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In Agent to increase the event Borrowing Base to an amount at least equal to the Administrative Agent shall fail to deliver such notice within such 30-day period, the right aggregate outstanding principal amounts of the Majority Banks to require Loans, and if a prepayment Borrowing Base deficiency remains after prepaying all of the Revolving Credit Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days because of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective SubsidiariesLC Exposure, the Borrower shall repay pay to the Loans by Agent on behalf of the Lenders an amount equal to such Net Proceeds; Borrowing Base deficiency to be held as cash collateral as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branchin Section 2.10(b), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repayment.
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Mandatory Prepayments. If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts or, prior to the Investment Grade Changeover Date, Aggregate Elected Commitment Amount pursuant to Section 2.06(b) or Section 2.07A, the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall immediately (a) Promptly following the occurrence of any Change of Control, and in any event no later than one (1) on the Business Day after the effective date of such Change of Controltermination or reduction) o prepay the Borrowings in an aggregate principal amount equal to such excess, the Borrower and Gerdau shall notify the Banks o if any excess remains after prepaying all of the occurrence Borrowings as a result of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controlan LC Exposure, the Borrower shall provide to the Banks the following documentation, satisfactory pay to the Administrative Agent:
(i) a description Agent on behalf of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net Proceeds; excess to be held as cash collateral as provided that this mandatory prepayment obligation shall not apply in Section 2.08(j). • Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with respect to any Net Proceeds derived from Section 2.07 (iother than Section 2.07(e) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (iiand Section 2.07(f)) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branchSection 8.13(c), as Canadian administrative agent; and providedif the total Revolving Credit Exposure exceeds the redetermined or adjusted Borrowing Base, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, then the Borrower shall not be required o prepay the Borrowings in an aggregate principal amount equal to repay such excess, and o if the Loans by Borrower prepays such amount within Borrowings pursuant to clause (A) of this subsection and any excess remains after prepaying all of the five (5) Business Day timeframe specified aboveBorrowings as a result of an LC Exposure, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory pay to the Administrative Agent until on behalf of the Lenders an amount equal to such repaymentexcess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within ninety (90) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs (and may make such prepayment and/or deposit at any time and from time to time, in whole or in part, prior to the end of such 90-day period); provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. Notwithstanding the foregoing, this Section 3.04(c)(ii) shall not apply at any time on or after the Investment Grade Changeover Date. • Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.05(n)(iii), or Section 9.12(d), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall o prepay the Borrowings in an aggregate principal amount equal to such excess, and o if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date of such termination, creation of offsetting positions or designation or on the date on which it receives cash proceeds as a result of such issuance or disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. Notwithstanding the foregoing, this Section 3.04(c)(iii) shall not apply at any time on or after the Investment Grade Changeover Date. • Notwithstanding anything to the contrary herein, if the Borrower or any of its Restricted Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall o prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and o if any excess remains after prepaying all of the Borrowings and there exists any LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to the lesser of such excess and the amount of such LC Exposure to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Restricted Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iv) must be made on or prior to the Termination Date. Notwithstanding the foregoing, this Section 3.04(c)(iv) shall not apply at any time on or after the Investment Grade Changeover Date. • Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. • Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Mandatory Prepayments. (ai) Promptly following the occurrence of If, after giving effect to any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks termination or reduction of the occurrence Aggregate Maximum Credit Amounts pursuant to Section 2.06(b) or to any reduction of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in ControlBorrowing Base pursuant to Section 2.07(e), a Borrowing Base Deficiency exists, then the Borrower shall provide to (A) prepay the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of applicable Borrowings on the date of such notice termination or reduction in an aggregate principal amount equal to such deficiency, and any mandatory prepayment required pursuant (B) if such Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right on behalf of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net Proceeds; deficiency to be held as Cash Collateral as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., in Section 2.08(j).
(ii) existing bilateral facilities Upon any redetermination of or any renewals thereofadjustment to the amount of the Borrowing Base in accordance with Section 2.07 (other than Section 2.07(e)) or Section 8.13(c), provided that any if a Borrowing Base Deficiency exists after giving effect to such renewal redetermination or adjustment, then the Borrower shall not increase (A) prepay the Borrowings in an aggregate principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESequal to such deficiency, and (ivB) any borrowings under if such Borrowing Base Deficiency remains after prepaying all of the Amended and Restated Credit Agreement dated Borrowings as a result of October 28an LC Exposure, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory pay to the Administrative Agent until on behalf of the Lenders an amount equal to such repaymentdeficiency to be held as Cash Collateral as provided in Section 2.08(j). The Borrower shall be obligated to pay all of such prepayment and/or deposit of Cash Collateral amount within 45 days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 9.11, if a Borrowing Base Deficiency exists after giving effect to such adjustment, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such deficiency, and (B) if a Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such deficiency to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of Cash Collateral on the date it receives cash proceeds as a result of such disposition or such incurrence of Debt; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied to outstanding Borrowings as directed by the Borrower or, if no such direction is given, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Mandatory Prepayments. (a) Promptly following the occurrence of any Change of Control, and in any event no later than one (1) Business Day after If at any time the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks Aggregate Revolving Credit Exposure is in excess of the occurrence of aggregate Revolving Credit Commitments in effect at such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controltime, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory immediately pay to the Administrative Agent, has been delivered to for the Administrative Agent. Any cancellation account of the Total Commitment Lenders, the amount of any such excess to be applied as a prepayment of the Revolving Loans then outstanding.
(2) Subject to Section 2.8(a)(6), if at any time Parent becomes obligated to prepay all or part of the Subordinated Debentures, the Borrower shall pay prior to any prepayment of the Subordinated Debentures, all Lender Indebtedness owed by the Borrower in full.
(3) If on any date any Credit Party shall receive Net Cash Proceeds from any Debt Offering, such Net Cash Proceeds shall be effective as applied on such date toward the prepayment of the date of such notice and Loans as set forth in Section 2.8(d)(1).
(4) If at any time a Benchmark Collateral Value Deficiency shall occur or be in existence, a mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse be due in accordance with the terms of Section 2.8(d)(1) and may not be exercisedSection 4.3.
(5) Any or all of (a) the Term A Loan Commitment remaining unused after the Closing Date shall automatically terminate at 5:00 p.m. (Dallas, Texas time) on such date, (b) the SPA Term Loan Commitment remaining unused after the Separation Agreement Payment Date shall automatically terminate at 5:00 p.m. (Dallas, Texas time) on such date, and (c) Within five the SPA Loan Commitment remaining unused after the Gotham Litigation Payment Date shall automatically terminate at 5:00 p.m. (5Dallas, Texas time) Business Days on such date.
(6) On the date of receipt consummation of any Net Proceeds by the Borrower, any Guarantor or any of their respective SubsidiariesBrookwood Disposition, the Borrower shall repay shall, on the Loans by an amount equal to date of such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from Brookwood Disposition, pay the greater of (A) $3,000,000 or (B) the difference between (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., Net Cash Proceeds received by any Credit Party from such Brookwood Disposition and (ii) existing bilateral facilities or the amount paid (if any) to the holders of the Subordinated Debentures required to satisfy the Indebtedness owed to such holders thereunder in connection with such Brookwood Disposition, toward the prepayment of the Loans as set forth in Section 2.8(d)(2).
(7) On the date of consummation of any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuanceRE Disposition, the Borrower shall not be required to repay shall, on the date of such RE Disposition, pay all Lender Indebtedness owed by the Borrower in full.
(8) On the date of consummation of any HECO Disposition, the Borrower shall, on the date of such HECO Disposition, pay the greater of (A) $6,000,000 or (B) the Net Cash Proceeds received by any Credit Party from such HECO Disposition toward the prepayment of the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds as set forth in escrow in a manner satisfactory to the Administrative Agent until such repayment.
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Mandatory Prepayments. (ai) Promptly If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amount pursuant to Section 2.06 (b), the total Revolving Credit Exposure exceeds the Aggregate Maximum Credit Amount as terminated or reduced, then the Borrower shall promptly (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j).
(ii) If at any time, including without limitation, upon any Scheduled Redetermination or Interim Redetermination or adjustment to the amount of the Borrowing Base, if the total Revolving Credit Exposure exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall exercise any one or combination of the following: (A) deliver to the Administrative Agent reserve engineering and mortgages covering such Oil and Gas Properties of the Obligors or their respective Subsidiaries not previously covered by the Security Instruments with a value and quality satisfactory to the Required Lenders in their sole discretion sufficient to eliminate such Borrowing Base Deficiency or (B) prepay in cash the Borrowings in an aggregate principal amount equal to such excess after giving effect to any action taken under clause (A) immediately above, and if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j); provided, that the Borrower may make such prepayment and/or deposit of cash collateral in six successive equal monthly payments and/or deposits; provided that the first of such equal monthly payments and/or deposits is to be made no later than 30 days after the Borrower receives written notice from the Administrative Agent of the newly effective Borrowing Base). The Borrower shall be obligated to deliver the reserve engineering and mortgages described in clause (A) immediately above, and/or to commence the payments described in clause (B) immediately above, on the 30th day following the later to occur of its receipt of the applicable New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustment to the Borrowing Base pursuant to Section 2.07(e) or Section 2.07(f), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay in cash the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay in cash to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j); provided, the Borrower shall make such prepayment and/or deposit of cash collateral on the Business Day immediately following the date it or any Subsidiary receives cash proceeds as a result of such termination, liquidation or creation of offsetting positions, as applicable; provided further that all payments required to be made pursuant to this Section 3.04 (c)(iii) must be made on or prior to the Termination Date; and the Aggregate Maximum Credit Amount shall be reduced in accordance with Section 2.06(b).
(iv) If at the close of business on each Thursday (or if either Wednesday or Thursday of such week is not a Business Day, then the first Business Day immediately following such Thursday (or second Business Day immediately following such Thursday if both Wednesday and Thursday of such week are not Business Days)), or such other Business Day of each week as the Administrative Agent and Borrower may agree in writing, with notice to the Lenders (each, a “Consolidated Cash Sweep Date”), (i) there is Revolving Credit Exposure outstanding, and (ii) the Borrower or Guarantor shall have a Consolidated Cash Balance in excess of $40,000,000 (such excess, the “Excess Cash”), then, notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, not later than the next Business Day the Borrower will prepay the Loans in an aggregate principal amount equal to the Excess Cash and to the extent such Excess Cash is in an amount greater than the total outstanding principal amount of the Loans, Borrower shall use such remaining cash to collateralize outstanding LC Exposure as provided in Section 2.08(j) until fully collateralized.
(v) Upon the occurrence of any Change the earlier to occur of Control(A) the Termination Date, and (B) an acceleration in any event no later than one accordance with Section 10.02, or (1C) Business Day after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such a Change in Control, the Borrower shall provide to indefeasibly pay the Banks Obligations in full and terminate the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in ControlAggregate Maximum Credit Amount.
(bvi) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory Each prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required Borrowings pursuant to this Section 2.8 3.04(c) shall be due applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and payable on if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the date occurring five (5) Business Days following such notice. In Eurodollar Borrowing with the event least number of days remaining in the Administrative Agent shall fail to deliver such notice within such 30-day period, Interest Period applicable thereto and ending with the right Eurodollar Borrowing with the most number of days remaining in the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercisedInterest Period applicable thereto.
(cvii) Within five (5Each prepayment of Borrowings pursuant to this Section 3.04(c) Business Days of receipt of any Net Proceeds shall be accompanied by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory accrued interest to the Administrative Agent until such repaymentextent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (a) Promptly following the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description If, after giving effect to any termination or reduction of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable Aggregate Maximum Revolving Credit Amounts pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i2.06(b), the total Revolving Credit Exposures exceeds the Aggregate Revolving Commitments, then the Borrowers shall (iiA) and (iii) above, in form and substance satisfactory to prepay the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of Borrowings on the date of such notice termination or reduction in an aggregate principal amount equal to such excess, and (B) if any mandatory prepayment required pursuant excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right on behalf of the Majority Banks to require a prepayment of Lenders and the Loans shall lapse Issuing Bank (and may not be exercised.
(cUnderlying Issuer) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; excess to be held as cash collateral as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., in Section 2.08(j).
(ii) existing bilateral facilities Upon any redetermination of or any renewals thereofadjustment to the amount of the Borrowing Base in accordance with Section 2.07 or Section 8.13(c), provided that any such renewal if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrowers shall not increase (A) prepay the Borrowings in an aggregate principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESequal to such excess, and (ivB) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or excess remains after prepaying all of the Subsidiary that issues the bonds) from any bond issuanceBorrowings as a result of an LC Exposure, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory pay to the Administrative Agent until on behalf of the Lenders and the Issuing Bank (and Underlying Issuer) an amount equal to such repaymentexcess to be held as cash collateral as provided in Section 2.08(j). The Borrowers shall be obligated to make such prepayment and/or deposit of cash collateral within ninety (90) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 9.12, if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrowers shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrowers shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (a) Promptly following the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof notifies the Borrowers at any time that the Revolving Credit Exposure at such time exceeds an amount equal to 100% of the Revolving Commitments then in effect, then, within two Business Days after receipt of such notice, the applicable Borrower shall prepay Revolving Loans and/or Cash Collateralize the L/C Exposure in an aggregate amount equal to the Borrower within 30 days amount sufficient to reduce such Revolving Credit Exposure as of such date of payment to an amount not to exceed 100% of the date the documentation listed Revolving Commitments then in Section 2.8(a)(i)effect; provided, (ii) and (iii) abovehowever, in form and substance satisfactory that, subject to the Administrative Agentprovisions of Section 2.21, has been delivered the Borrowers shall not be required to Cash Collateralize the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required L/C Exposures pursuant to this Section 2.8 2.09(b) unless, after the prepayment in full of the Revolving Loans, the Revolving Credit Exposure exceeds the Revolving Commitments then in effect. Notwithstanding anything else in this Agreement to the contrary, for purposes of this Section 2.09(b)(i), the Cash Collateralization of L/C Exposure shall be due and payable on deemed to reduce the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans Revolving Credit Exposure by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect the L/C Exposure Cash Collateralized by the Borrowers.
(ii) [Reserved].
(iii) Prepayments of the Revolving Credit Facility made pursuant to any Net Proceeds derived from clause (i) of this Section 2.09(b), first, shall be applied ratably to the proposed Inter-American Development Bank AUnreimbursed Amounts and the Swingline Loans, second, shall be applied to outstanding Classes of Revolving Loans as directed by the Borrowers, and, third, shall be used to Cash Collateralize the remaining L/B loan for up C Exposures. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall (subject to U.S.$300,000,000 for Gerdau Açominas S.A., Section 2.05(c)(i)) be applied (ii) existing bilateral facilities without any further action by or notice to or from the Borrowers or any renewals thereof, provided that any such renewal shall not increase other Loan Party) to reimburse the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under Issuing Banks or the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named thereinRevolving Lenders, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repaymentapplicable.
Appears in 1 contract
Samples: Credit Agreement (Genpact LTD)
Mandatory Prepayments. (a) Promptly On the date of any termination or reduction of the Revolving Credit Commitments pursuant to Section 2.09, the ------------ Borrower shall pay or prepay so much of the then-outstanding Swingline Loans and the then-outstanding Revolving Credit Borrowings as shall be necessary in order that the aggregate principal amount of the Swingline Loans and Revolving Loans outstanding at such time will not exceed the aggregate Revolving Credit Commitments (after giving effect to such termination or reduction and after giving effect to each deemed reduction to the Revolving Credit Commitments in connection with the making of a Swingline Loan) minus the aggregate LC Exposure ----- at such time. On the date of any termination or reduction of the Revolving (Supplemental) Credit Commitments pursuant to Section 2.09, the Borrower shall ------------ pay or prepay so much of the then-outstanding Revolving (Supplemental) Credit Borrowings as shall be necessary in order that the aggregate principal amount of the Revolving (Supplemental) Loans outstanding at such time will not exceed the aggregate Revolving (Supplemental) Credit Commitments (after giving effect to such termination or reduction).
(b) With respect to any Asset Sale, the Borrower shall apply not later than the third Business Day following the occurrence determination of the amount of Net Cash Proceeds received in respect thereof (but in no event later than 60 days (or 270 days in the event of a casualty or condemnation) after the initial receipt by the Borrower or any Change Subsidiary of Controlsuch Net Cash Proceeds) an amount equal to 100% of the Net Cash Proceeds received therefrom to prepay outstanding Loans and Swingline Loans in accordance with Section 2.13(e); provided, however, --------------- -------- ------- that the Borrower may elect, by written notice to the Administrative Agent on or prior to the date any such prepayment would be required hereunder, to use up to $200,000,000 in the aggregate of such Net Cash Proceeds to redeem, repurchase or otherwise extinguish certain of its existing Indebtedness pursuant to Section 7.09(a) --------------- (provided that such redemption takes place within 45 days of such notice). --------- Notwithstanding the foregoing sentence, the Borrower shall be entitled to retain, and apply in any manner not otherwise prohibited hereunder, up to $10,000,000, in the aggregate, of Net Cash Proceeds received from Assets Sales following the Restatement Date. In the event that the Cash Proceeds from any Asset Sale involving a condemnation or casualty exceed $100,000,000, the Borrower shall cause such Cash Proceeds to be deposited into an account under the exclusive dominion and control of the Administrative Agent until such time that such Cash Proceeds are (i) released to, or for the account of, the Borrower or any Subsidiary in respect of a permitted reinvestment or (ii) used to prepay outstanding Loans and Swingline Loans in accordance with Section 2.13(e).
(c) 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, 2000, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 6.04(a), the Borrower shall prepay --------------- outstanding Loans and Swingline Loans in accordance with Section 2.13(e) in an --------------- aggregate principal amount equal to 50% of the amount of such Excess Cash Flow that is in excess of $100,000,000 for the fiscal year then ended. The Lenders hereby acknowledge that no prepayment pursuant to this Section 2.13(c) is --------------- required for the fiscal year ending December 31, 1999.
(d) In the event that the Borrower or any Subsidiary shall receive Net Cash Proceeds from the issuance or other disposition of Indebtedness for money borrowed of the Borrower or any Subsidiary (other than Indebtedness for money borrowed permitted pursuant to Section 7.01), the Borrower shall substantially ------------ simultaneously with (and in any event no not later than one (1) the third Business Day after next following) the effective date receipt of such Change Net Cash Proceeds by the Borrower or any Subsidiary, apply an amount equal to 100% of Controlsuch Net Cash Proceeds to prepay outstanding Loans and Swingline Loans in accordance with Section 2.13(e). ---------------
(e) Subject to Section 2.23, mandatory prepayments of outstanding ------------ obligations under this Agreement made by the Borrower pursuant to paragraphs ---------- (b), (c) and (d) above first, shall be allocated pro rata among the then- --- --- --- ----- outstanding Term Loans and, subject to paragraph (h) below, applied pro rata ------------- against the remaining scheduled installments of principal due in respect of such Term Loans under Section 2.11(a) and second, if the Term Loans shall have been --------------- ------ repaid in full, shall be applied pro rata to permanently reduce existing Revolving Credit Commitments and Revolving (Supplemental) Credit Commitments; provided, however, that the Borrower may elect, subject to the requirements of -------- ------- Section 2.17, to apply up to $50,000,000 of Excess Cash Flow to the prepayment of Term Loans or SLP Term Loans without regard to this paragraph (e) (i.e., the ------------- ---- Borrower may select the Class or Classes of Term Loans or SLP Term Loans to receive such prepayment and Gerdau shall notify the Banks allocation of such amount to the amortization of the occurrence of Term Loans or SLP Term Loans within such Change in Control. No later than fifteen Class or Classes).
(15f) calendar days after the effective date of such Change in Control, the The Borrower shall provide to the Banks the following documentation, satisfactory deliver to the Administrative Agent:
, (i) at the time of each prepayment by the Borrower required under paragraph (b), (c) or (d) ------------- --- --- above, a description certificate signed by a Financial Officer of the circumstances or transactions that constituted Borrower setting forth in reasonable detail the Change calculation of Control or comparable corporate reorganization;
the amount of such prepayment and (ii) at least three Business Days prior to the time of each prepayment required under this Section ------- 2.13, a description notice of such prepayment. Each notice of prepayment shall specify the ---- prepayment date, the Class and Type of each Loan being prepaid and the principal amount of each Loan or Swingline Loan (or portion thereof) to be prepaid. All prepayments of Borrowings and Swingline Loans under this Section shall be subject to Section 2.16, but shall otherwise be without premium or penalty. ------------
(g) To the extent possible consistent with paragraph (e) above, amounts to ------------- be applied pursuant to this Section 2.13 to the prepayment of Loans shall be ------------ applied first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall, at the option of the new corporate structure; and
Borrower, be applied to prepay Eurodollar Loans immediately and/or shall be deposited in the Prepayment Account (iiias defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account (i) updated financial statements allocable to Term Loans to prepay Eurodollar Term Loans and (ii) allocable to Revolving Loans and Revolving (Supplemental) Loans to prepay Eurodollar Revolving Loans and Eurodollar (Supplemental) Revolving Loans, in each case on the last day of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause their respective Interest Periods (or, at the direction of the management of GerdauBorrower, the Borrower on any earlier date) until all outstanding Term Loans, Revolving Loans or a GuarantorRevolving (Supplemental) Loans, as the case may be, that resulted in have been prepaid or until all the allocable cash on deposit with respect to such Change in Control.
(b) If a Change Loans has been exhausted. For purposes of Control occursthis Agreement, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require term "Prepayment Account" shall mean an account established by the Borrower to repay all of with the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment ------------------ Administrative Agent and require mandatory prepayment of outstanding Loans by having over which the Administrative Agent deliver notice thereof shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (g). 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 Borrower within 30 days last day of the date applicable Interest Periods of the documentation listed Eurodollar Borrowings to be prepaid; provided, however, that (i) the Administrative Agent shall not be required to -------- ------- make any investment that, in Section 2.8(a)(i)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 (iii) 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 VIII, the ------------ Administrative Agent may, in form and substance satisfactory 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, has been delivered to for its benefit and the Administrative Agent. Any cancellation benefit of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day periodFacing Agent, the right of Swingline Lender and the Majority Banks Lenders, a security interest in the Prepayment Account to require a prepayment of secure the Loans shall lapse and may not be exercisedObligations.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repayment.
Appears in 1 contract
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of ControlAggregate Maximum Credit Amounts pursuant to Section 2.06(b), the Borrower and Gerdau shall notify total Revolving Credit Exposures exceeds the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controltotal Commitments, then the Borrower shall provide to (A) prepay the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of Borrowings on the date of such notice termination or reduction in an aggregate principal amount equal to such excess, and (B) if any mandatory prepayment required pursuant excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right on behalf of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net Proceeds; excess to be held as cash collateral as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., in Section 2.08(j).
(ii) existing bilateral facilities Upon any redetermination of or any renewals thereofadjustment to the amount of the Borrowing Base in accordance with Section 2.07 or Section 8.13(c), provided that any such renewal if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall not increase (A) prepay the Borrowings in three, equal monthly installments within 90 days following the receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs, in an aggregate principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESequal to such excess, and (ivB) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or excess remains after prepaying all of the Subsidiary that issues the bonds) from any bond issuanceBorrowings as a result of an LC Exposure, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory pay to the Administrative Agent until on behalf of the Lenders an amount equal to such repaymentexcess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within ninety (90) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 9.12, if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (a) Promptly following the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description If, after giving effect to any termination or reduction of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable Aggregate Maximum Credit Amount pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i2.06(b), the total Credit Exposures exceeds the total Commitments, then the Borrowers shall (iiA) and (iii) above, in form and substance satisfactory to prepay the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of Borrowings on the date of such notice termination or reduction in an aggregate principal amount equal to such excess, and (B) if any mandatory prepayment required pursuant excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right on behalf of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net Proceeds; excess to be held as cash collateral as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., in Section 2.08(j).
(ii) existing bilateral facilities Upon any redetermination of or any renewals thereofadjustment to the amount of the Borrowing Base in accordance with Section 2.07 (other than Section 2.07(d)) or Section 8.13(c), provided that any if the total Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrowers (or Borrower Representative) shall, within 10 days following receipt of the New Borrowing Base Notice in accordance with Section 2.07(e) or the date the adjustment occurs, provide written notice (the “Election Notice”) to the Administrative Agent stating the action which the Borrowers propose to take to remedy such renewal excess, and the Borrowers shall not increase thereafter, at their option, either (A) within 30 days following the delivery of the Election Notice, prepay the Borrowings in an aggregate principal amount outstanding thereunderequal to such excess, (iiiB) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESeliminate such excess by making six (6) consecutive mandatory prepayments of principal on the Loan, each of which shall be in the amount of 1/6th of the amount of such excess, commencing on the first Monthly Date following the delivery of the Election Notice, and continuing on each Monthly Date thereafter, (ivC) within 90 days following the delivery of the Election Notice, submit (and pledge as collateral) additional Oil and Gas Properties owned by the Borrowers for consideration in connection with the determination of the Borrowing Base which the Administrative Agent and the Lenders deem sufficient in their sole discretion to eliminate such excess, or (D) within 90 days following the delivery of the Election Notice, eliminate such excess through a combination of prepayments and submission of additional Oil and Gas Properties as set forth in subclauses (A) and (C) above. If any borrowings under excess remains after prepaying all of the Amended Borrowings as a result of an LC Exposure, then the Borrowers shall pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrowers shall be jointly and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up severally obligated to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by deposit such cash collateral amount within the five (5) Business Day timeframe specified above, but shall instead repay days following its receipt of the Loans by such amount no later than November 15, 2007, New Borrowing Base Notice in accordance with Section 2.07(e) or the date the adjustment occurs; provided that Gerdau all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(or iii) Upon any adjustments to the Subsidiary that issues Borrowing Base pursuant to Section 2.07(d), if the bondstotal Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrowers shall (A) holds prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all such Net Proceeds in escrow in of the Borrowings as a manner satisfactory CHAPARRAL ENERGY, L.L.C. SEVENTH RESTATED CREDIT AGREEMENT result of an LC Exposure, pay to the Administrative Agent until on behalf of the Lenders an amount equal to such repaymentexcess to be held as cash collateral as provided in Section 2.08(j). The Borrowers shall be jointly and severally obligated to make such prepayment and/or deposit of cash collateral on the date the adjustment occurs or the date it receives cash proceeds as a result of such disposition, as applicable; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of Aggregate Maximum Credit Amounts pursuant to Section 2.06(b) or any Change of Controlreduction in the Aggregate Elected Commitment Amounts pursuant to Section 2.06(c), and in any event no later than one (1) Business Day after the effective total Revolving Credit Exposures exceed the total Commitments, then the Borrower shall prepay the Borrowings on the date of such Change of Controltermination or reduction in an aggregate principal amount equal to such excess, the Borrower and Gerdau shall notify the Banks if any excess remains after prepaying all of the occurrence Borrowings as a result of an LC Exposure, Cash Collateralize such Change excess as provided in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;Section 2.08(j).
(ii) a description Upon any Scheduled Redetermination or Interim Redetermination, if the total Revolving Credit Exposures exceed the redetermined or adjusted Borrowing Base, then the Borrower will reduce such excess to zero by taking one or more of the new corporate structure; andfollowing actions:
(iiiA) updated financial statements within thirty days thereafter, prepaying the Borrowings, and if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, Cash Collateralizing such excess as provided in Section 2.08(j);
(B) within thirty days thereafter, adding additional Oil and Gas Properties of the Borrower and the Guarantors and financial information relating other Credit Parties to the Persons that acquired Voting Stock and/or Reserve Report (and, if required under Section 8.14, mortgaging additional Oil and Gas Properties in compliance with the power requirements of Section 8.14) that, in each case, are acceptable to direct or cause the direction of Administrative Agent and the management of Gerdau, Lenders and would result in an increase to the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.Borrowing Base; or
(bC) If a Change of Control occurswithin thirty days thereafter, electing to make (and thereafter paying in accordance with such election) six equal monthly payments that collectively prepay the Majority Banks will have the right Borrowings until such excess is reduced to cancel the Total Commitment or, zero (and if Loans have been advanced, to require the Borrower to repay any excess remains after prepaying all of the outstanding Loans plus accrued interest thereonBorrowings as a result of an LC Exposure, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise Cash Collateralize such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed excess as provided in Section 2.8(a)(i2.08(j)), (ii) with the first such payment being due and (iii) above, in form payable within such thirty days and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be each subsequent payment being due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-same day period, the right in each of the Majority Banks subsequent calendar months; provided that all payments required to require a prepayment of be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Loans shall lapse and may not be exercisedTermination Date.
(ciii) Within five (5Upon any adjustment to the Borrowing Base pursuant to Section 2.07(e) Business Days of receipt of any Net Proceeds by or Section 9.11, if the Borrowertotal Revolving Credit Exposures exceed the Borrowing Base as adjusted, any Guarantor or any of their respective Subsidiaries, then the Borrower shall repay prepay the Loans by Borrowings in an aggregate principal amount equal to such Net Proceedsexcess and if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, Cash Collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or Cash Collateralize such excess on the third (3rd) Business Day after it receives the applicable New Borrowing Base Notice in accordance with Section 2.07(d); provided that all payments required to be made pursuant to this mandatory prepayment obligation shall not apply with respect Section 3.04(c)(iii) must be made on or prior to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and Termination Date.
(iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any borrowings under the Amended and Restated Credit Agreement dated as of October 28ABR Borrowings then outstanding, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiariesand, various financial institutions named thereinsecond, as lenders, Bank of America, N.A., as administrative agentto any Eurodollar Borrowings then outstanding, and Bank if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of America, N.A. priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up v) Each prepayment of Borrowings pursuant to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bondsthis Section 3.04(c) from any bond issuance, the Borrower shall not be required applied ratably to repay the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory accrued interest to the Administrative Agent until such repaymentextent required by Section 3.02.
Appears in 1 contract
Samples: Credit Agreement (Rice Energy Inc.)
Mandatory Prepayments. (ai) Promptly If, at any time, the Asset Coverage Ratio as stated on the most recent Valuation Statement delivered to Agent in accordance with Section 5(b)(ii) is less than 200%, the Borrower shall, within ten (10) Business Days following the date such Valuation Statement is required to be delivered, repay the outstanding Loans until the Asset Coverage Ratio after such payments exceeds 200%.
(ii) The Borrower will give written notice to the Agent at least ten (10) days prior to the occurrence of any a Change of Control, which notice shall (A) state the expected effective date of such Change of Control and (B) contain an offer to repay the Loans and all other Obligations hereunder in any event no later than one (1) Business Day after full as of the effective date of such Change of Control. Notwithstanding the foregoing, any notice of a Change of Control may state that the offer to repay the Loans in accordance with this Section 2(d)(ii) is conditioned upon the effectiveness of the Change of Control, in which case such notice may be revoked by the Borrower and Gerdau shall notify (by notice to the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after Agent on or prior to the effective date of such Change in of Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in if such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4condition is not satisfied. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring Within five (5) Business Days days following the receipt of such notice, the Agent, on behalf of the Lenders, shall notify the Borrower in writing whether the Lenders accept the offer of repayment of the Loans as set forth herein and provide the Borrower with the Agent’s calculation of the repayment amount due under this Section 2(d)(ii) in an amount equal to the sum of (x) the product of (1) 100%, times (2) the principal amount of the outstanding Loans, plus (y) all accrued but unpaid interest on the principal amount of the outstanding Loans, which calculations shall be conclusive absent manifest error. In the event the Administrative Agent shall fail Lenders accept the Borrower’s offer to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of repay the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiariesin accordance with this Section 2(d)(ii), the Borrower shall so repay the Loans by an amount equal to and all other Obligations in full in accordance with the Agent’s calculations on the effective date of such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) Change of Control. In the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase event the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under Lenders reject the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required Borrower’s offer to repay the Loans by such amount within in accordance with Section 2(d)(ii), the five (5) Business Day timeframe specified above, but Loans and all other Obligations shall instead remain outstanding and the Transaction Documents shall remain in full force and effect. Each Lender’s determination to accept or reject the Borrower’s offer to repay the Loans by as set forth herein shall be made in such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repaymentLender’s sole discretion.
Appears in 1 contract
Mandatory Prepayments. (a) Promptly following Borrower will make all payments on the occurrence Obligations which are required under the Intercreditor Agreement, including all prepayments of any Change of Control, and in any event no later than one (1principal on the Notes which are required under Section 3(a)(iv) Business Day after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in ControlIntercreditor Agreement.
(b) If a Change at any time the Facility Usage plus the aggregate of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all amount of outstanding LC Obligations is in excess of the outstanding Loans plus accrued interest thereonBorrowing Base (such excess being herein called a "Borrowing Base Deficiency"), plus any amounts other amounts payable hereunder includingBorrower shall, without limitationwithin five Business Days after Agent gives notice of such fact to Borrower, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel either:
(i) prepay the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days principal of the date the documentation listed Loans in Section 2.8(a)(i)an aggregate amount at least equal to such Borrowing Base Deficiency, or
(ii) give notice to Agent electing to prepay the principal of the Loans in up to three monthly installments in an aggregate amount at least equal to such Borrowing Base Deficiency, with each such installment equal to or in excess of one-third of such Borrowing Base Deficiency, and with the first such installment to be paid one month after the giving of such notice and the subsequent installments to be due and payable at one month intervals thereafter until such Borrowing Base Deficiency has been eliminated, or
(iii) abovegive notice to Agent that Borrower desires to provide Agent with deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other security documents in form and substance satisfactory to the Administrative Agent, has been delivered granting, confirming, and perfecting first and prior liens or security interests in collateral acceptable to all Banks, to the Administrative extent needed to allow all Banks to increase the Borrowing Base (as they in their reasonable discretion deem consistent with prudent oil and gas banking industry lending standards at the time) to an amount which eliminates such Borrowing Base Deficiency, and then provide such security documents within thirty days after Agent specifies such collateral to Borrower. If, prior to any such specification by Agent. Any cancellation , Required Lenders determine that the giving of such security documents will not serve to eliminate such Borrowing Base Deficiency, then, within five Business Days after receiving notice of such determination, Borrower will elect to make, and thereafter make, the prepayments specified in either of the Total Commitment shall be effective as preceding subsections (i) or (ii) of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five subsection (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercisedb).
(c) Within five (5) Business Days Each prepayment of receipt of any Net Proceeds principal under this section shall be accompanied by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase all interest then accrued and unpaid on the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESso prepaid. Any principal or interest prepaid pursuant to this section shall be in addition to, and (iv) any borrowings not in lieu of, all payments otherwise required to be paid under the Amended and Restated Credit Agreement dated as Loan Documents at the time of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repaymentprepayment.
Appears in 1 contract
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence Aggregate Maximum Credit Amounts pursuant to Section 2.05(b) or reduction of any Change the Aggregate Elected Commitment Amount pursuant to Section 2.01(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall prepay the Revolving Credit Borrowings and Swing Line Loans on the date of Controlsuch termination or reduction in an aggregate principal amount equal to such excess, and if any excess remains after prepaying all of the Revolving Credit Borrowings and Swing Line Loans as a result of Letter of Credit Obligations, Cash Collateralize such excess in an amount equal to the greater of (A) the amount of such Letter of Credit Obligations and (B) the maximum amount that may be available to be drawn at any event no later than one time prior to the stated expiry of all outstanding Letters of Credit.
(ii) (A) Upon any Scheduled Redetermination or Interim Redetermination, or upon an adjustment to the Borrowing Base pursuant to Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base and the Administrative Agent sends a New Borrowing Base Notice to the Borrower indicating such deficiency (each, a “Borrowing Base Deficiency Notice”), then the Borrower shall within ten (10) Business Days following receipt of such Borrowing Base Deficiency Notice elect whether to (1) prepay the Revolving Credit Borrowings and Swing Line Loans by an amount which would, if prepaid immediately, reduce the total Revolving Credit Exposures to the amount of the Borrowing Base, (2) provide additional Oil and Gas Properties (accompanied by reasonably acceptable engineering data) not evaluated in the most recently delivered Reserve Report having present values which, in the reasonable opinion of the Majority Revolving Credit Lenders, based upon the Majority Revolving Credit Lenders’ good faith evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposures and execute one or more Security Instruments (or cause a Subsidiary to execute one or more Security Instruments) covering such other Oil and Gas Properties as are reasonably acceptable to the Majority Revolving Credit Lenders, or (3) do any combination of the foregoing. If the Borrower fails to make an election within ten (10) Business Day Days after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks Borrower’s receipt of the occurrence Borrowing Base Deficiency Notice, then Borrower shall be deemed to have selected the prepayment option specified in Section 3.03(c)(ii)(A)(1). To the extent any prepayment of such Change Revolving Credit Borrowings and Swing Line Loans is required hereunder, if any excess of total Revolving Credit Exposures over the Borrowing Base then in Control. No later than fifteen (15) calendar days effect remains after the effective date prepaying all Revolving Credit Borrowings and Swing Line Loans as a result of such Change in ControlLetter of Credit Obligations, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted Cash Collateralize such excess in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from the greater of (ix) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any amount of such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, Letter of Credit Obligations and (ivy) the maximum amount that may be available to be drawn at any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory time prior to the Administrative Agent until such repaymentstated expiry of all outstanding Letters of Credit.
Appears in 1 contract
Mandatory Prepayments. (a) Promptly following the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description If, after giving effect to any termination or reduction of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable Aggregate Maximum Credit Amount pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i2.06(b), the total Credit Exposures exceeds the total Commitments, then the Borrowers shall (iiA) and (iii) above, in form and substance satisfactory to prepay the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of Borrowings on the date of such notice termination or reduction in an aggregate principal amount equal to such excess, and (B) if any mandatory prepayment required pursuant excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right on behalf of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net Proceeds; excess to be held as cash collateral as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., in Section 2.08(j).
(ii) existing bilateral facilities Upon any redetermination of or any renewals thereofadjustment to the amount of the Borrowing Base in accordance with Section 2.07 (other than Section 2.07(d)) or Section 8.13(c), provided that any if the total Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrowers (or Borrower Representative) shall, within 10 days following receipt of the New Borrowing Base Notice in accordance with Section 2.07(e) or the date the adjustment occurs, provide written notice (the “Election Notice”) to the Administrative Agent stating the action which the Borrowers propose to take to remedy such renewal excess, and the Borrowers shall not increase thereafter, at their option, either (A) within 30 days following the delivery of the Election Notice, prepay the Borrowings in an aggregate principal amount outstanding thereunderequal to such excess, (iiiB) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESeliminate such excess by making six (6) consecutive mandatory prepayments of principal on the Loan, each of which shall be in the amount of 1/6th of the amount of such excess, commencing on the first Monthly Date following the delivery of the Election Notice, and continuing on each Monthly Date thereafter, (ivC) within 90 days following the delivery of the Election Notice, submit (and pledge as collateral) additional Oil and Gas Properties owned by the Borrowers for consideration in connection with the determination of the Borrowing Base which the Administrative Agent and the Lenders deem sufficient in their sole discretion to eliminate such excess, or (D) within 90 days following the delivery of the Election Notice, eliminate such excess through a combination of prepayments and submission of additional Oil and Gas Properties as set forth in subclauses (A) and (C) above. If any borrowings under excess remains after prepaying all of the Amended Borrowings as a result of an LC Exposure, then the Borrowers shall pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrowers shall be jointly and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up severally obligated to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by deposit such cash collateral amount within the five (5) Business Day timeframe specified above, but shall instead repay days following its receipt of the Loans by such amount no later than November 15, 2007, New Borrowing Base Notice in accordance with Section 2.07(e) or the date the adjustment occurs; provided that Gerdau all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(d) or Section 9.12, if the Subsidiary that issues total Credit Exposures exceeds the bondsBorrowing Base as adjusted, then the Borrowers shall (A) holds prepay the Borrowings in an aggregate principal CHAPARRAL ENERGY, L.L.C. CREDIT AGREEMENT amount equal to such excess, and (B) if any excess remains after prepaying all such Net Proceeds in escrow in of the Borrowings as a manner satisfactory result of an LC Exposure, pay to the Administrative Agent until on behalf of the Lenders an amount equal to such repaymentexcess to be held as cash collateral as provided in Section 2.08(j). The Borrowers shall be jointly and severally obligated to make such prepayment and/or deposit of cash collateral on the date the adjustment occurs or the date it receives cash proceeds as a result of such disposition, as applicable; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (a) Promptly following the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description If, after giving effect to any termination or reduction of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable Aggregate Maximum Revolving Credit Amounts pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i2.06(b), the total Revolving Credit Exposures exceeds the Aggregate Revolving Commitments, then the Borrowers shall (iiA) and (iii) above, in form and substance satisfactory to prepay the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of Borrowings on the date of such notice termination or reduction in an aggregate principal amount equal to such excess, and (B) if any mandatory prepayment required pursuant excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right on behalf of the Majority Banks to require a prepayment of Lenders and the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Issuing Bank an amount equal to such Net Proceeds; excess to be held as cash collateral as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., in Section 2.08(j).
(ii) existing bilateral facilities Upon any redetermination of or any renewals thereofadjustment to the amount of the Borrowing Base in accordance with Section 2.07 or Section 8.13(c), provided that any such renewal if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrowers shall not increase (A) prepay the Borrowings in an aggregate principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESequal to such excess, and (ivB) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or excess remains after prepaying all of the Subsidiary that issues the bonds) from any bond issuanceBorrowings as a result of an LC Exposure, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory pay to the Administrative Agent until on behalf of the Lenders and the Issuing Bank an amount equal to such repaymentexcess to be held as cash collateral as provided in Section 2.08(j). The Borrowers shall be obligated to make such prepayment and/or deposit of cash collateral within ninety (90) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 9.12, if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrowers shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrowers shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Mandatory Prepayments. (a) Promptly following the occurrence of any Change of ControlThe Borrower shall, and shall cause each Loan Party to, promptly, but in any event no later than one (1) Business Day after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt Administrative Agent’s request, prepay the Loans with one hundred percent (100%) of the Net Cash Proceeds of each of the following:
(i) any Net Proceeds funded Indebtedness for or related to borrowed money incurred by the Borrower, any Guarantor Xxxxxx REIT or any of their respective its Subsidiaries, including, without limitation, any bond debt, any commercial mortgage-backed securities debt, any increase in the Borrower shall repay term loan facilities evidenced by the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Second Amended and Restated Credit Agreement dated following the date hereof (“Additional Term Loans”) and any secured project-level debt, but excluding (A) refinancing of any existing Indebtedness or refinancings thereof (but excluding any amounts in excess of the amount of Indebtedness being refinanced); (B) intercompany debt among the Borrower and/or its Subsidiaries; (C) any drawings or incremental Indebtedness under the Second Amended and Restated Credit Agreement (other than Additional Term Loans); (E) any Indebtedness incurred for the construction or redevelopment of the Properties owned by Borrower or any of its Subsidiaries as of October 28the date hereof, 2005 among Gerdau Ameristeel Corporation the proceeds of which are from (x) draws under existing construction or other existing project-level Secured Indebtedness or (y) any refinancing, amendment or up-sizing of the Secured Indebtedness from Xxxxx Fargo Bank, National Association, to Sunset Xxxxxxx Entertainment Properties, LLC, a Delaware limited liability company, and certain Sunset Xxxxx Entertainment Properties, LLC, a Delaware limited liability company; or (F) Non-Recourse Indebtedness for the acquisition of new Properties from unaffiliated third parties (“Non-Recourse Acquisition Debt”) (which shall include the aggregate amount of Non-Recourse Acquisition Debt incurred prior to the date hereof); and
(ii) any issuance of Equity Interests by Xxxxxx REIT or any of its subsidiariesSubsidiaries, various financial institutions named therein, as lenders, Bank excluding issuances of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up Equity Interests pursuant to U.S.$1,000,000,000 are received by Gerdau (Borrower’s or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repaymentXxxxxx REIT’s “at-the-market” equity program.
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Samples: Term Loan Credit Agreement (Hudson Pacific Properties, L.P.)
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), or any reduction of any Change of Controlthe Aggregate Elected Commitment Amounts pursuant to Section 2.06(b) or Section 2.06(c), and in any event no later than one the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (1A) Business Day after prepay the effective Borrowings on the date of such Change of Controltermination or reduction in an aggregate principal amount equal to such excess, the Borrower and Gerdau shall notify the Banks (B) if any excess remains after prepaying all of the occurrence Borrowings as a result of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controlan LC Exposure, the Borrower shall provide to the Banks the following documentation, satisfactory pay to the Administrative Agent:
(i) a description Agent on behalf of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) a description Upon any redetermination of or adjustment to the amount of the new corporate structure; and
Borrowing Base in accordance with Section 2.07 (iiiother than Section 2.07(e) updated financial statements of and Section 2.07(f)) or Section 8.13(c), if there exists a Borrowing Base Deficiency, then the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdaushall, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In receipt of the event New Borrowing Base Notice or the date the adjustment occurs, as applicable, deliver written notice to the Administrative Agent stating the action which the Borrower proposes to take to eliminate such Borrowing Base Deficiency, and the Borrower shall fail thereafter, at its option, either:
(A) within thirty (30) days following its delivery of the Election Notice, by instruments reasonably satisfactory in form and substance to deliver the Administrative Agent, provide the Administrative Agent with additional security consisting of Oil and Gas Properties owned by the Borrower or its Restricted Subsidiaries with value and quality satisfactory to the Administrative Agent and the Required Lenders in their sole discretion to eliminate such notice Borrowing Base Deficiency,
(B) within such thirty (30-day period) days following its delivery of the Election Notice, prepay without premium or penalty, the right Borrowings in an amount sufficient to eliminate such Borrowing Base Deficiency and, if any Borrowing Base Deficiency remains after prepaying all of the Majority Banks Borrowings as a result of an LC Exposure, pay to require a prepayment the Administrative Agent on behalf of the Loans shall lapse Lenders an amount equal to such remaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j),
(C) prepay (and may thereafter pay), without premium or penalty, the principal amount necessary to eliminate such Borrowing Base Deficiency in not more than six (6) equal monthly installments plus accrued interest thereon with the first such monthly payment being due within thirty (30) days following the effectiveness of such redetermination or other adjustment of the Borrowing Base (and, if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such remaining Borrowing Base Deficiency to be exercisedheld as cash collateral as provided in Section 2.08(j)), or
(D) by any combination of prepayment and additional security as provided in the preceding clauses (A), (B) or (C), eliminate such Borrowing Base Deficiency; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(ciii) Within five (5Upon any adjustment to the Borrowing Base pursuant Section 2.07(e) Business Days of receipt of any Net Proceeds by the Borroweror Section 2.07(f), any Guarantor or any of their respective Subsidiariesif there exists a Borrowing Base Deficiency, the Borrower shall repay (A) prepay Borrowings in an aggregate principal amount, if any, necessary to fully eliminate such Borrowing Base Deficiency, and (B) if any Borrowing Base Deficiency remains after prepaying all Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such remaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j). The Borrower shall make such prepayment and/or deposit of cash collateral on the date it receives notice from the Administrative Agent of such adjustment of the Borrowing Base.
(iv) Promptly following the incurrence of any Debt by any Credit Party (other than Debt permitted under Section 9.02), the Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of the Net Proceeds received in respect of such Debt. Nothing in this paragraph is intended to permit any Credit Party to incur Debt other than as permitted under Section 9.02, and any such incurrence of Debt shall be a violation of Section 9.02 and a breach of this Agreement.
(v) Promptly following the receipt of Net Proceeds by any Credit Party in respect of any Casualty Event, the Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of such Net Proceeds (to the extent that such Net Proceeds exceed the aggregate amount of $1,000,000 in any fiscal year); provided, that if the Borrower delivers to the Administrative Agent a certificate of a Responsible Officer to the effect that the Credit Parties intend to apply the Net Proceeds from such Casualty Event (or a portion thereof as specified in such certificate), within 180 days after receipt of such Net Proceeds, to purchase assets useful in the business of the Credit Parties, then, so long as no Default or Borrowing Base Deficiency then exists, no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided further, that to the extent any such Net Proceeds have not been so applied by the end of such 180 day period, a prepayment shall be required in an amount equal to such Net Proceeds; provided Proceeds that have not been so applied.
(vi) Each prepayment of Borrowings pursuant to this mandatory prepayment obligation Section 3.04(c) shall not apply with respect be applied, first, ratably to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up ABR Borrowings then outstanding, and, second, to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESEurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(ivvii) any borrowings under the Amended and Restated Credit Agreement dated as Each prepayment of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up Borrowings pursuant to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bondsthis Section 3.04(c) from any bond issuance, the Borrower shall not be required applied ratably to repay the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory accrued interest to the Administrative Agent until such repaymentextent required by Section 3.02.
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Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of ControlAggregate Commitment Amount pursuant to Section 2.06(b), and in any event no later than one the total Credit Exposures exceed the Aggregate Commitment Amount, then the Borrower shall (1A) prepay the Borrowings within 1 Business Day after the effective date of such Change of Controltermination or reduction in an aggregate principal amount equal to such excess, the Borrower and Gerdau shall notify the Banks (B) if any excess remains after prepaying all of the occurrence Borrowings as a result of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in ControlLC Exposure, the Borrower shall provide to the Banks the following documentation, satisfactory pay to the Administrative Agent:
(i) a description Agent on behalf of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net Proceeds; excess to be held as cash collateral as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., in Section 2.07(j).
(ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, If (iiiA) any direct loans from Banco Nacional de Desenvolvimento Econômico e SocialLoan Party consummates a Disposition to any non-BNDES, Loan Party of proved developed producing properties included in the most recent Reserve Report delivered to the Administrative Agent having a PV-10 value in such Reserve Report in excess of $10,000,000 at a time when any Loans or Letters of Credit are outstanding under this Agreement and (ivB) any borrowings under after giving effect to such Disposition, the Amended and Restated Credit Agreement dated as PDP Coverage Ratio is less than 4.00 to 1.00, then within 15 Business Days after the consummation of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuancesuch Disposition, the Borrower shall not be required (I) reduce the Aggregate Commitment Amount pursuant to repay Section 2.06(b) in an amount sufficient to increase the Loans by such amount within PDP Coverage Ratio to no less than 4.00 to 1.00 and (II) comply with Section 3.04(c)(i).
(iii) If (A) any Loan Party causes one or more Swap Agreements included in the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory most recent Reserve Report delivered to the Administrative Agent until having a value in such repaymentReserve Report in excess of $10,000,000 in the aggregate to be Liquidated at a time when any Loans or Letters of Credit are outstanding under this Agreement and (B) after giving effect to such Liquidations, the PDP Coverage Ratio is less than 4.00 to 1.00, then within 15 Business Days after the consummation of the Liquidation resulting in the $10,000,000 amount being exceeded, the Borrower shall (I) reduce the Aggregate Commitment Amount pursuant to Section 2.06(b) in an amount sufficient to increase the PDP Coverage Ratio to no less than 4.00 to 1.00 and (II) comply with Section 3.04(c)(i).
(iv) If (A) any Loans or Letters of Credit are outstanding under this Agreement as of the end of a fiscal quarter and (B) as of the end of such fiscal quarter, the PDP Coverage Ratio is less than 4.00 to 1.00, then within the time period specified in the following sentence, the Borrower shall (I) reduce the Aggregate Commitment Amount pursuant to Section 2.06(b) in an amount sufficient to increase the PDP Coverage Ratio to no less than 4.00 to 1.00 and (II) comply with Section 3.04
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Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence Aggregate Maximum Credit Amounts pursuant to Section 2.05(b) or reduction of any Change the Elected Loan Limit pursuant to Section 2.01(b)(i), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall prepay the Revolving Credit Borrowings on the date of Controlsuch termination or reduction in an aggregate principal amount equal to such excess, and if any excess remains after prepaying all of the Revolving Credit Borrowings as a result of Letter of Credit Obligations, Cash Collateralize such excess in an amount equal to the greater of (A) the amount of such Letter of Credit Obligations and (B) the maximum amount that may be available to be drawn at any event no later than one time prior to the stated expiry of all outstanding Letters of Credit.
(ii) (A) Upon any Scheduled Redetermination or Interim Redetermination or other adjustment of the Borrowing Base pursuant to Section 8.13(c) if the total Revolving Credit Exposures plus the principal balance of Permitted Pari Term Loan Debt then outstanding exceeds the redetermined Borrowing Base and the Administrative Agent sends a New Borrowing Base Notice to the Borrower indicating such Borrowing Base Deficiency (each, a “Borrowing Base Deficiency Notice”), then the Borrower shall within ten (10) Business Days following receipt of such Borrowing Base Deficiency Notice elect whether to (1) prepay the Revolving Credit Borrowings an amount which would, if prepaid immediately, eliminate the Borrowing Base Deficiency, (2) execute one or more Security Instruments (or cause a Subsidiary to execute one or more Security Instruments) covering such other Oil and Gas Properties as are reasonably acceptable to the Majority Lenders having present values which, in the reasonable opinion of the Majority Lenders, based upon the Majority Lenders’ good-faith evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount sufficient to eliminate the Borrowing Base Deficiency, or (3) do any combination of the foregoing. If the Borrower fails to make an election within such ten (10) Business Day period after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks Borrower's receipt of the occurrence Borrowing Base Deficiency Notice, then Borrower shall be deemed to have selected the prepayment option specified in clause (1) above. To the extent any prepayment of such Change in Control. No later than fifteen (15) calendar days Revolving Credit Borrowings is required hereunder, if a Borrowing Base Deficiency remains after the effective date prepaying all Revolving Credit Borrowings as a result of such Change in ControlLetter of Credit Obligations, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted Cash Collateralize such excess in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from the greater of (ix) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any amount of such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, Letter of Credit Obligations and (ivy) the maximum amount that may be available to be drawn at any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory time prior to the Administrative Agent until such repaymentstated expiry of all outstanding Letters of Credit.
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Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of ControlAggregate Maximum Credit Amounts pursuant to Section 2.06(b), the Borrower and Gerdau shall notify total Revolving Credit Exposures exceeds the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controltotal Commitments, then the Borrower shall provide to (A) prepay the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of Borrowings on the date of such notice termination or reduction in an aggregate principal amount equal to such excess, and (B) if any mandatory prepayment required pursuant excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right on behalf of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net Proceeds; excess to be held as cash collateral as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., in Section 2.08(i).
(ii) existing bilateral facilities Upon any redetermination of or any renewals thereofadjustment to the amount of the Borrowing Base in accordance with Section 2.07 (other than Section 2.07(e) or Section 2.07(f)) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall, within 30 days after its receipt of a New Borrowing Base Notice give written notice to the Administrative Agent of the Borrower’s election to: (A) within 60 days following its receipt of such New Borrowing Base Notice prepay the Loans in an aggregate principal amount equal to such excess (provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date), (B) prepay the Loans in six (6) equal monthly installments, commencing on the day such election is made with each payment being equal to 1/6th of the aggregate principal amount of such excess (provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date), (C) within 30 days following its receipt of such New Borrowing Base Notice, provide additional collateral in the form of additional Oil and Gas Properties having proved reserves not evaluated in the most recently delivered Reserve Report or other collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value (as proposed by the Administrative Agent and approved by the Required Lenders) sufficient, after giving effect to any other actions taken pursuant to this Section 3.04(c)(ii) to eliminate any such renewal shall not increase the principal amount outstanding thereunderexcess or (D) undertake a combination of clauses (A), (iiiB) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under C). If, because of Letter of Credit Exposure, a Borrowing Base Deficiency remains after prepaying all of the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuanceLoans, the Borrower shall not be required cash collateralize such remaining Borrowing Base Deficiency as provided in Section 2.08(i).
(iii) Upon any adjustments to repay the Loans by Borrowing Base pursuant to Section 2.07(e) or Section 8.16, if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such amount within excess, and (B) if any excess remains after prepaying all of the five (5) Business Day timeframe specified aboveBorrowings as a result of an LC Exposure, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory pay to the Administrative Agent until on behalf of the Lenders an amount equal to such repaymentexcess to be held as cash collateral as provided in Section 2.08(i). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within five Business Days after the date it or any Subsidiary receives cash proceeds as a result of such termination, creation of offsetting positions or disposition, or on the date it has failed to comply with Section 8.16 after the expiration of all grace periods, as applicable; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Upon any adjustment to the Borrowing Base pursuant to Section 2.07(f) or Section 9.11, if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(i). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within five Business Days after the date it or any Subsidiary receives cash proceeds as a result of any issuance of Senior Notes or disposition, as applicable; provided that all payments required to be made pursuant to this Section 3.04(c)(iv) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Mandatory Prepayments. (a) Promptly following If at any time the occurrence of any Change of ControlFacility Usage exceeds the Maximum Credit Amount (whether due to a reduction in the Maximum Credit Amount in accordance with this Agreement, and in any event no later than one (1) Business Day after or otherwise), Borrower shall immediately prepay the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks principal of the occurrence of Loans (and after all Loans are repaid in full, if there remains an excess, Cash Collateralize the LC Obligations in accordance with Section 2.16(a)) in an amount at least equal to such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Controlexcess.
(b) If a Change of Control occursat any time the Facility Usage is less than the Maximum Credit Amount but, the Majority Banks will have the right to cancel the Total Commitment orafter taking into account any Permitted Overadvances, if Loans have been advanced, to require the Borrower to repay all in excess of the outstanding Loans plus accrued interest thereonBorrowing Base (such excess being herein called a “Borrowing Base Deficiency”), plus any amounts other amounts payable hereunder includingBorrower shall, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the within thirty (30) days after Administrative Agent deliver gives notice thereof of such fact to Borrower, give notice to Administrative Agent electing to eliminate the Borrower within 30 days of the date the documentation listed Borrowing Base Deficiency as provided in Section 2.8(a)(iclause (i), (ii), or (iii) below, or in any combination of clauses (i), (ii), and (iii); whereupon Borrower shall be obligated to eliminate such Borrowing Base Deficiency in such manner:
(i) aboveon or before the date 60 days after Borrower’s receipt of notice of the Borrowing Base Deficiency, prepay the principal of the Loans in an aggregate amount at least equal to such Borrowing Base Deficiency (or, if the Loans have been paid in full, Cash Collateralize the LC Obligations as required under Section 2.16(a)), such prepayment to be made in full within thirty (30) days after the date that such notice of Borrowing Base Deficiency is received by Borrower from Administrative Agent, or
(ii) on or before the date 60 days after Borrower’s receipt of notice of the Borrowing Base Deficiency, prepay the principal of the Loans (and after all Loans are repaid in full, Cash Collateralize the LC Obligations in accordance with Section 2.16(a)) in up to five (5) monthly installments in an aggregate amount at least equal to such Borrowing Base Deficiency, with each such installment equal to or in excess of one-fifth of such Borrowing Base Deficiency, and with the first such installment to be paid one month after the giving of such notice and the subsequent installments to be due and payable at one month intervals thereafter until such Borrowing Base Deficiency has been eliminated; provided, however, Borrower shall have demonstrated to the satisfaction of Administrative Agent on or before the date of the first such payment that Borrower has sufficient available monthly cash from its Projected Oil and Gas Production to make such payments, or
(iii) provide Administrative Agent and/or Collateral Agent with deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other security documents in form and substance similar to the Security Documents previously delivered to Administrative Agent and otherwise satisfactory to Administrative Agent and/or Collateral Agent, granting, confirming, and perfecting first and prior liens or security interests in collateral acceptable to the Lenders, to the extent needed to allow Lenders to increase the Borrowing Base to an amount which eliminates such Borrowing Base Deficiency, and such Security Documents shall be executed and delivered to Administrative Agent and/or Collateral Agent within thirty (30) days after Administrative Agent confirms to Borrower what Collateral will be required. If, prior to any such specification by Administrative Agent, has been delivered to Lenders determine that the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date giving of such notice and any mandatory prepayment required pursuant security documents will not serve to this Section 2.8 shall be due and payable on the date occurring eliminate such Borrowing Base Deficiency, then, within five (5) Business Days following after receiving notice of such notice. In the event the determination from Administrative Agent shall fail Agent, Borrower will elect to deliver such notice within such 30-day periodmake, and thereafter make, the right prepayments specified in either of the Majority Banks to require a prepayment preceding subsections (i) or (ii) of the Loans shall lapse and may not be exercisedthis subsection (b).
(c) Within five Borrower shall deliver to Administrative Agent a Repayment Notice in connection with any amounts prepaid pursuant to this Section 2.7. Each prepayment of principal under this Section 2.7 shall be accompanied by all interest then accrued and unpaid on the principal so prepaid. Any principal or interest prepaid pursuant to this Section 2.7 shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of such prepayment.
(5d) Business Days of receipt of any Net Proceeds by On the Borrower, any Guarantor or any of their respective Subsidiariesday the Overadvance Period ends, the Borrower shall repay make a mandatory prepayment of the principal of the Loans by in an amount, if any, equal to the outstanding Overadvances.[Reserved]
(e) On or before the last Business Day of each calendar month until the Sweep Termination Date, the Borrower shall prepay the Loans in an amount equal to the greater of (i) 100% of Consolidated Excess Cash Flow for the previous calendar month, as reflected in the Excess Cash Flow Report and (ii) the amount set forth in the following table:. June 30, 2016 $331,000 July 29, 2016 $212,000 August 31, 2016 $511,000 September 30, 2016 $449,000 October 31, 2016 $689,000
(f) Upon receipt of payments received in connection with the Hedge Close‑Outs, the Borrower shall immediately prepay the Loans in an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to payments.
(g) If, on the last Business Day of any Net Proceeds derived from week (ior on any Business Day if a Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing) (A) there is outstanding Facility Usage and (B) there is any Excess Cash as of the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A.end of such Business Day, then the Credit Parties shall, within one Business Day, (ii1) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase prepay the Loans in an aggregate principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESequal to the amount of such Excess Cash, and (iv2) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay Excess Cash remains after prepaying all of the Loans by such amount within the five (5) Business Day timeframe specified aboveand there remains LC Obligations, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory pay to the Administrative Agent until on behalf of the Lenders an amount equal to such repaymentexcess to be held as Cash Collateral. To the extent that there are funds on deposit in or credit to, any deposit account or other account maintained with the Administrative Agent (or any Affiliate thereof) or any Lender (or any Affiliate thereof) on any date that the Credit Parties are required to prepay Loans (and/or Cash Collateralize LC Obligations, as applicable) pursuant to this Section, the Credit Parties hereby irrevocably authorize and instruct the Administrative Agent or such Lender to apply such funds to the prepayment of Loans (and/or Cash Collateralization of LC Obligations, as applicable).
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Mandatory Prepayments. (a) Promptly following If at any time the occurrence sum of any Change the aggregate outstanding principal amount of Controlthe Revolving Credit Loans, the Swing Loans, and in any event no later than one the Letter of Credit Liabilities exceeds the lesser
(1a) Business Day after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks amount of the occurrence aggregate Revolving Credit Commitments or (b) the sum of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
Borrowing Base Availability, less (ii) a description the outstanding balance of the new corporate structure; and
Term Loans, then the Borrowers shall, within ten (iii10) updated financial statements Business Days after receipt of notice from Agent of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Borrower and the Guarantors and financial information relating Revolving Credit Lenders, as applicable, for application to the Persons Revolving Credit Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.8, except that acquired Voting Stock and/or the power amount of any Swing Loans shall be paid solely to direct or cause the direction of the management of GerdauSwing Loan Lender, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Controlsubject to §3.2(c).
(b) If a Change at any time the outstanding principal balance of Control occursthe Revolving Credit Loans, the Majority Banks will have Swing Loans, the right to cancel Term Loan, and the Letter of Credit Liabilities exceeds the lesser of (a) the amount of the aggregate Total Commitment oror (b) the Borrowing Base Availability, if Loans have been advanced, within ten (10) Business Days after receipt of notice from Agent of such occurrence pay the amount of such excess to require the Borrower to repay all Agent for the respective accounts of the outstanding Lenders, as applicable, for application to the Loans plus accrued interest thereonas provided in §3.4, plus together with any amounts other amounts payable hereunder including, without limitation, any additional amounts payable pursuant to Section 4.4. The Majority Banks §4.8, except that the amount of any Swing Loans shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof paid solely to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(iSwing Loan Lender, subject to §3.2(c), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by In the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower event there shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply have occurred a casualty with respect to any Net Proceeds derived from (i) Collateral Property and the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 Borrowers are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within pursuant to §7.7 or a Taking and the five (5) Business Day timeframe specified above, but shall instead Borrowers are required to repay the Loans pursuant to §7.7, the Borrowers shall prepay the Loans concurrently with the date of receipt by such amount no later than November 15, 2007, provided that Gerdau (Borrower or the Subsidiary that issues Agent of all of Insurance Proceeds or Condemnation Proceeds to be received in respect of such casualty or Taking, as applicable, or as soon thereafter as is reasonably practicable, in the bonds) holds all such Net Proceeds in escrow in a manner satisfactory amount required pursuant to the Administrative Agent until such repaymentrelevant provisions of §7.7.
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Mandatory Prepayments. (a) Promptly following the occurrence of If at any Change of Control, time and in for any event no later than one (1) Business Day after the effective date of such Change of Controlreason, the Borrower and Gerdau shall notify the Banks ---------------------- outstanding principal balance of the occurrence of such Change in Control. No later than fifteen Loan shall exceed the Borrowing Base, then, within three (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (53) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such Borrower's receipt of telecopied notice within such 30-day period, the right from Lender of the Majority Banks occurrence and amount of such excess over the Borrowing Base (provided that if the dollar amount of such excess is not equal to require a prepayment or greater than five percent (5%) of the Loans shall lapse and may not be exercised.
(c) Within then outstanding aggregate principal balance of all Pledged Notes Receivable, then, within five (5) Business Days of Borrower's receipt of any Net Proceeds by the Borrowersuch telecopied notice); or, any Guarantor or any of their respective Subsidiariesabsent such telecopied notice, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the later of fifteen (15) days after the end of the calendar month in which such excess occurred or five (5) Business Day timeframe specified abovedays after receipt by Borrower of Lender's monthly statement, but Borrower shall instead repay either: (i) prepay the Loans Loan in an amount sufficient to eliminate the Borrowing Base deficiency; and/or (ii) execute and deliver to Custodian and Title Company all documents other than Title Policies required in order to increase the Borrowing Base in an amount sufficient to eliminate the Borrowing Base deficiency. Except for required Title Policies, which shall be delivered within fifteen (15) days of the initial deliveries, the pledge and delivery to Lender of additional Eligible Notes Receivable shall comply with the document delivery and recordation requirements set forth in Section 5.1(c) of this Agreement and shall be accompanied by such amount no later than November 15, 2007, provided that Gerdau (or a written certification of the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory Borrower to the Administrative Agent until effect that such repaymentadditional Pledged Notes Receivable are Eligible Notes Receivable, and that, after giving effect to the pledge to Lender of such Eligible Notes Receivable, the outstanding principal balance of the Loan will be equal to or less than the adjusted Borrowing Base. If Borrower elects to prepay the Loan pursuant to this Section 2.5(c), no prepayment premium shall be payable in connection with such prepayment.
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Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence Aggregate Maximum Credit Amounts pursuant to Section 2.06(b) or any reduction in the Aggregate Elected Commitment Amounts pursuant to Section 2.06(c), the total Revolving Credit Exposures exceeds the then effective Loan Limit, then the Borrower shall (A) prepay the Borrowings of any Change of Control, and in any event no later than one (1) Business Day after Loans on the effective date of such Change of Controltermination or reduction in an aggregate principal amount equal to such excess, the Borrower and Gerdau shall notify the Banks (B) if any excess remains after prepaying all of the occurrence Borrowings of such Change in Control. No later than fifteen (15) calendar days after the effective date Loans as a result of such Change in Controlan LC Exposure, the Borrower shall provide to the Banks the following documentation, satisfactory pay to the Administrative Agent:
(i) a description Agent on behalf of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) a description Upon any redetermination of the new corporate structure; and
(iiiBorrowing Base pursuant to Section 2.07(c) updated financial statements or any adjustment to the amount of the Borrower and Borrowing Base in accordance with Section 8.12(c), if the Guarantors and financial information relating total Revolving Credit Exposures exceed the Loan Limit after giving effect to the Persons that acquired Voting Stock and/or redetermined or adjusted Borrowing Base, then the power Borrower shall, within ten (10) Business Days after written notice from the Administrative Agent to direct the Borrower of such Borrowing Base Deficiency, notify the Administrative Agent of its election to take one or cause the direction more of the management following actions to cure the Borrowing Base Deficiency and shall take such actions within the periods specified herein: (A) deliver to the Administrative Agent within thirty (30) days after receipt of Gerdausuch election, petroleum engineering information and Mortgages covering additional Oil and Gas Properties of the Borrower Credit Parties not previously included in the immediately preceding Reserve Report with a value and quality satisfactory to the Lenders in their sole discretion sufficient to eliminate such Borrowing Base Deficiency (together with title information acceptable to the Administrative Agent covering at least 85% of the PV-9 of such Oil and Gas Properties within the earlier of (x) sixty (60) days after the receipt of such election to cure such Borrowing Base Deficiency and (y) the period set forth in Section 8.12(a)) or a Guarantor(B) prepay the Borrowings in an aggregate principal amount equal to such excess, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, and if Loans have been advanced, to require the Borrower to repay any excess remains after prepaying all of the outstanding Loans plus accrued interest thereonBorrowings as a result of an LC Exposure, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant pay to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days on behalf of the date the documentation listed Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.8(a)(i2.08(j). The Borrower may make such prepayment either, at its election, (ii1) and in one lump sum payment on or before the date that is thirty (iii30) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation days following such election of the Total Commitment shall be effective as method to cure the Borrowing Base Deficiency or (2) in six (6) equal payments, the first of which being due on the date that is thirty (30) days following the date of receipt by the Borrower of the notice from the Administrative Agent of such notice Borrowing Base Deficiency and any mandatory prepayment required pursuant to this Section 2.8 shall be each subsequent payment being due and payable on the date occurring five same day in each of the subsequent calendar months; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. The Borrower may also undertake a combination of clauses (5A) Business Days following such notice. In or (B); provided that the event Borrower shall notify the Administrative Agent shall fail to deliver such notice in writing of the Borrower’s election in respect of clauses (A) or (B) of the immediately preceding sentence within such 30-day periodten (10) days following the receipt of the New Borrowing Base Notice in accordance with Section 2.07(d). Notwithstanding the foregoing, the right of failure to make an election within the Majority Banks periods specified herein shall be deemed to require a prepayment of be an election prepay the Loans shall lapse Borrowing in accordance with Section 3.04(c)(ii)(B) in one lump sum payment and may not be exercisedin the time period specified in option (1) hereof.
(ciii) Within five Upon any adjustment to the amount of the Borrowing Base in accordance with Section 2.07(e) or (5f), if the total Revolving Credit Exposures exceed the Borrowing Base after giving effect to such Borrowing Base adjustment, then the Borrower shall, within two (2) Business Days of receipt the New Borrowing Base Notice, (A) prepay the Borrowings in an aggregate principal amount equal to such excess and (B) if any excess remains after prepaying all of any Net Proceeds by the BorrowerBorrowings as a result of an LC Exposure, any Guarantor or any pay to the Administrative Agent on behalf of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net Proceeds; excess to be held as cash collateral as provided that this mandatory in Section 2.08(j). The Borrower shall be obligated to make such prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and in one lump sum payment.
(iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any borrowings under the Amended and Restated Credit Agreement dated as of October 28Swingline Loans then outstanding, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiariessecond, various financial institutions named thereinratably to any ABR Borrowings then outstanding, as lendersand, Bank of Americathird, N.A., as administrative agentto any Eurodollar Borrowings then outstanding, and Bank if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of America, N.A. priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up v) Each prepayment of Borrowings pursuant to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bondsthis Section 3.04(c) from any bond issuance, the Borrower shall not be required applied ratably to repay the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory accrued interest to the Administrative Agent until such repaymentextent required by Section 3.02.
Appears in 1 contract
Samples: Credit Agreement (Pressburg, LLC)
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of (A) the occurrence of any Change of ControlAggregate Maximum Credit Amounts pursuant to Section 2.06(b) or (B) the Aggregate Elected Commitment pursuant to Section 2.06(c), and in any event no later than one the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (1A) Business Day after prepay the effective Borrowings on the date of such Change termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of Controlthe Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any Scheduled Redetermination or Interim Redetermination or upon any adjustment to the Borrowing Base pursuant to Section 8.13(c), if the total Revolving Credit Exposures exceed the redetermined or adjusted Borrowing Base, then, after receiving notice from the Administrative Agent by means of (x) a New Borrowing Base Notice or (y) written notice of adjustment pursuant to Section 8.13(c), in each case, of such Borrowing Base Deficiency (such date of receipt of notice, the "Deficiency Notification Date"), the Borrower and Gerdau shall notify the Banks shall, within ten (10) Business Days of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in ControlDeficiency Notification Date, the Borrower shall provide deliver an irrevocable written notice to the Banks Administrative Agent indicating the Borrower's election to take one of the following documentationactions:
(A) within thirty (30) days of the date such election is made, prepaying the Borrowings, and if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, Cash Collateralizing such excess as provided in Section 2.08(j);
(B) within thirty (30) days of the date such election is made (or such longer period as may be acceptable to the Administrative Agent), mortgaging additional Proved Oil and Gas Properties not evaluated in the most recently delivered Reserve Report with value and quality satisfactory to the Administrative Agent:
(i) a description of Agent and the circumstances or transactions that constituted the Change of Control or comparable corporate reorganizationRequired Lenders in their sole discretion;
(iiC) a description of the new corporate structure; and
within thirty (iii30) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date such election is made, electing to make (and thereafter paying in accordance with such election) six equal monthly payments that collectively prepay the documentation listed Borrowings until such excess is reduced to zero (and if any excess remains after prepaying all of the Borrowings as a result of any LC Exposure, Cash Collateralize such excess as provided in Section 2.8(a)(i2.08(j)), (ii) with the first such payment being due and (iii) above, in form payable within such thirty days and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be each subsequent payment being due and payable on the date occurring five same day in each of the subsequent calendar months; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date; or
(51) Business Days following combine the options provided in clauses (A), (B) and (C) above and specify (in the written notice delivered to the Administrative Agent electing such noticeoption) the amount to be prepaid pursuant to clauses (A) and/or (C) and the amount to be provided as additional Mortgaged Property pursuant to clause (B), and (2) make such payments, and deliver such additional Mortgaged Property, within the time periods required under clauses (A), (B) and (C) above, as applicable, provided that, notwithstanding the options set forth above, in all cases, the Borrowing Base Deficiency must be eliminated on or prior to the Termination Date. If, because of LC Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as provided in Section 2.08(j). In the event the Borrower fails to provide written notice to the Administrative Agent of its election under this Section 3.04(c)(ii) within the ten (10) day period referred to above, the Borrower shall fail be deemed to deliver have elected the option set forth in clause (A) above. The failure of the Borrower to comply with any of the options elected (including any deemed election) pursuant to the provisions of Section 3.04(c)(ii) and specified in such notice (or relating to such deemed election) shall constitute an Event of Default.
(iii) Upon any other adjustment to the Borrowing Base (other than with respect to a Scheduled Redetermination or Interim Redetermination or upon any adjustment to the Borrowing Base pursuant to Section 8.13(c)), including without limitation, an adjustment pursuant to Section 2.07(e) or Section 2.07(f), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess and, (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, Cash Collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of Cash Collateral on or prior to the next Business Day after such reduction in the Borrowing Base; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Promptly following the incurrence of any Debt by any Credit Party (other than Debt permitted under Section 9.02), the Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of the Net Proceeds received in respect of such Debt. Nothing in this paragraph is intended to permit any Credit Party to incur Debt other than as permitted under Section 9.02, and any such incurrence of Debt shall be a violation of Section 9.02 and a breach of this Agreement.
(v) Promptly following the receipt of Net Proceeds by any Credit Party in respect of any Casualty Event, the Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of such Net Proceeds; provided, that if no Default or Borrowing Base Deficiency then exists, the Credit Parties may apply the Net Proceeds from such Casualty Event, within 180 days after receipt of such 30Net Proceeds, to purchase assets useful in the business of the Credit Parties and no prepayment shall be required pursuant to this paragraph (v) in respect of such Net Proceeds; provided, further, that to the extent any such Net Proceeds have not been so applied by the end of such 180-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by required in an amount equal to such Net Proceeds; provided Proceeds that this mandatory prepayment obligation shall have not apply with respect to been so applied.
(vi) If, on any Net Proceeds derived from Consolidated Cash Balance Measurement Day, (iA) there are outstanding Borrowings or LC Exposure and (B) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A.Credit Parties have any Excess Cash, (ii) existing bilateral facilities then the Borrower shall, on or any renewals thereofbefore the end of the next Business Day, provided that any such renewal shall not increase prepay the Borrowings in an aggregate principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESequal to such Excess Cash, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or Excess Cash remains after prepaying all of the Subsidiary that issues the bonds) from Borrowings as a result of any bond issuanceLC Exposure, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory pay to the Administrative Agent until on behalf of the Lenders an amount equal to such repaymentExcess Cash to be held as Cash Collateral as provided in Section 2.08(j).
(vii) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(viii) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of ControlAggregate Facility A Maximum Credit Amounts pursuant to Section 2.03(b), the Borrower and Gerdau shall notify the Banks outstanding aggregate principal amount of the occurrence of such Change in Control. No later than fifteen (15) calendar days after Facility A Loans plus the effective date of such Change in ControlLC Exposure exceeds the Aggregate Facility A Maximum Credit Amounts, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description prepay the Facility A Loans on the date of such termination or reduction in an aggregate principal amount equal to the excess, together with interest on the principal amount paid accrued to the date of such prepayment and (ii) if any excess remains after prepaying all of the circumstances or transactions that constituted Facility A Loans because of LC Exposure, pay to the Change Agent on behalf of Control or comparable corporate reorganization;the Lenders an amount equal to the excess to be held as cash collateral as provided in Section 2.10(b) hereof.
(ii) a description Upon any redetermination of the new corporate structure; and
(iii) updated financial statements amount of the Borrower and Borrowing Base in accordance with Section 2.08, if the Guarantors and financial information relating to redetermined Borrowing Base is less than the Persons that acquired Voting Stock and/or the power to direct or cause the direction aggregate outstanding principal amount of the management of GerdauFacility A Loans plus the LC Exposure, then the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
shall within thirty (b30) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of receipt of written notice thereof: (i) prepay the date Facility A Loans in an aggregate principal amount equal to such excess, together with interest on the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory principal amount paid accrued to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice prepayment and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5ii) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right if a Borrowing Base deficiency remains after prepaying all of the Majority Banks to require a prepayment Facility A Loans because of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective SubsidiariesLC Exposure, the Borrower shall repay pay to the Loans by Agent on behalf of the Lenders an amount equal to such Net Proceeds; Borrowing Base deficiency to be held as cash collateral as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, in Section 2.10(b).
(iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received Upon receipt by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required of any adjustment payment from Amoco Production Company ("Amoco") pursuant to repay Section 4.2 or 5.2 of the Loans by such amount within the five (5) Business Day timeframe specified aboveAmoco Purchase and Sale Agreement, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory Borrower will give written notice thereof to the Administrative Agent until and the Facility A Borrowing Base will be automatically reduced by the amount of such repaymentadjustment.
Appears in 1 contract
Samples: Credit Agreement (Howell Corp /De/)
Mandatory Prepayments. (a) Promptly following the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description After giving effect to any termination or reduction of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable Commitments pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i2.06(b) or 2.06(c), the Borrowers shall (iiA) and (iii) above, in form and substance satisfactory to prepay the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of Borrowings on the date of such notice termination or reduction in an aggregate principal amount equal to the difference between the new Commitments and the total Credit Exposure, and (B) if any mandatory prepayment required pursuant excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right on behalf of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net Proceeds; excess to be held as cash collateral as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., in Section 2.08(j).
(ii) existing bilateral facilities or any renewals thereofIn connection with a Casualty Event, provided that any if after such renewal shall not increase Casualty Event (x) the principal amount fair market value of the Vessel Collateral is less than two hundred percent (200%) of the outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, Credit Exposures of all Lenders and (ivy) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required substitute any Vessel Collateral involved in any Casualty Event with one or more Vessels of equivalent or greater comparable value so that the value of the Vessel Collateral is equal to repay or greater than two hundred percent (200%) of the outstanding Credit Exposures of all Lenders within sixty (60) days of such Casualty Event, or if prior to the beginning of, or prior to the expiration of, such 60-day period an Event of Default has occurred and is continuing, then the Borrower shall prepay the Loans by with the insurance proceeds from such amount within Casualty Event or in the five (5) Business Day timeframe specified abovealternative, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until will apply such repaymentinsurance proceeds as a mandatory prepayment.
(iii) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be accompanied by a Notice of Prepayment executed by a Responsible Officer of the Borrower detailing the reason for such prepayment as reasonably requested by the Administrative Agent.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Hornbeck Offshore Services Inc /La)
Mandatory Prepayments. (a) Promptly following the occurrence Asset Dispositions, etc. The Borrower will, within two (2) Business ----------------------- Days after any Loan Party receives any Net Proceeds of any Change Asset Disposition, proceeds of Control, and any Insurance Recovery or proceeds of condemnation awards aggregating in excess of $1,000,000 during any event no later than one calendar year (1) Business Day after the effective date amount of such Change of ControlNet Proceeds or proceeds exceeding $1,000,000 received during any such period are herein called the "Excess Proceeds Amount"), the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory pay to the Administrative Agent:
, as a prepayment of the Loans, an aggregate amount equal to the Excess Proceeds Amount; provided, however, that no such prepayment will be required (i) a description with respect to the net profits (if any) received from any tower sales permitted pursuant to clause (b) of the circumstances Section 9.8 or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description if and to the extent that the ----------- Excess Proceeds Amount is fully re-invested in productive assets used in the ordinary course of such Loan Party's business within 90 days of the new corporate structure; and
(iii) updated financial statements receipt of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment Excess Proceeds Amount or, if Loans have been advancedand to the extent that such Excess Proceeds Amount has been, prior to require the Borrower to repay all expiration of the outstanding Loans plus accrued interest thereonsuch 90 day period, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans deposited into a cash collateral account held by having the Administrative Agent deliver notice thereof pursuant to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, an agreement in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation within 180 days of the Total Commitment shall be effective as of the date receipt of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Excess Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net ProceedsAmount; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, however, that if any Net the Excess Proceeds up to U.S.$1,000,000,000 are received by Gerdau Amount (or portion thereof) not so re-invested within 90 days of the Subsidiary that issues receipt thereof shall be deposited into a cash collateral account held by the bonds) from any bond issuance, the Borrower shall not be required Administrative Agent pursuant to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds an agreement in escrow in a manner form and substance satisfactory to the Administrative Agent until such repaymenttime as such amount is either re-invested within 180 days of the receipt thereof or applied to the Loans or other Obligations as provided in this Section 2.7. -----------
(b) Excess Cash Flow. On or prior to April 30, 2004, and on or prior to ---------------- each April 30 thereafter during the term of this Agreement, the Borrower will pay (or cause to be paid) to the Administrative Agent, as a prepayment of the Loans and other Obligations then outstanding, an aggregate amount equal to 50% of Excess Cash Flow for the fiscal year then most recently ended.
Appears in 1 contract
Samples: Credit Agreement (Ipcs Inc)
Mandatory Prepayments. If at any time the Facility Usage exceeds the Borrowing Base (such excess being herein called a “Borrowing Base Deficiency”), Borrower shall:
(a) Promptly following if such Borrowing Base Deficiency results from an Asset Sale Determination, prepay the occurrence principal of any Change of Controlthe Loans (and, and if the Facility Usage exceeds the Borrowing Base after all Loans are repaid in any event no later than one (1full, Cash Collateralize the LC Obligations in accordance with Section 2.17) Business Day after in an aggregate amount sufficient to eliminate such Borrowing Base Deficiency on the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change related asset sale as provided in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structureSection 7.5; and
(b) if clause (a) does not apply, within thirty days after Administrative Agent delivers a Borrowing Base Deficiency Notice to Borrower, Borrower shall give notice to Administrative Agent electing to eliminate the Borrowing Base Deficiency as provided in clause (i), (ii) or (iii) updated financial statements below, or in a combination of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
clauses (b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(ii), (ii) and (iii) abovebelow (such notice from Borrower, the “Election Notice”), whereupon Borrower shall be obligated to eliminate such Borrowing Base Deficiency in such manner, and any failure to deliver such Election Notice shall be deemed to be an election by Borrower to eliminate such deficiency as provided in clause (i):
(i) prepay the principal of the Loans in an aggregate amount sufficient to eliminate such Borrowing Base Deficiency (or, if the Facility Usage exceeds the Borrowing Base after the Loans have been paid in full, Cash Collateralize the LC Obligations in accordance with Section 2.17), such prepayment to be made in full on or before the thirtieth day after such notice by Administrative Agent to Borrower of such Borrowing Base Deficiency;
(ii) prepay the principal of the Loans (and after all Loans are repaid in full, Cash Collateralize the LC Obligations in accordance with Section 2.17) in up to three monthly installments in an aggregate amount at least equal to such Borrowing Base Deficiency, with each such installment equal to or in excess of one-third of such Borrowing Base Deficiency, and with the first such installment to be paid within thirty days after the giving of such notice by Administrative Agent to Borrower of such Borrowing Base Deficiency and the subsequent installments to be due and payable at one month intervals thereafter until such Borrowing Base Deficiency has been eliminated; provided, however, Borrower shall have demonstrated to the satisfaction of Administrative Agent on or before the date of the first such payment that Borrower has sufficient available monthly cash from its Total Proved Projected Production to make such payments; or
(iii) provide (or cause other Restricted Persons to provide) Administrative Agent with deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance similar to the Security Documents previously delivered to Administrative Agent (with any changes required to conform to changes in Law or changes in the type of collateral covered thereby), and otherwise reasonably satisfactory to the Administrative Agent, has been granting, confirming, and perfecting Liens in collateral acceptable to all Lenders subject to no Liens other than Permitted Liens, to the extent needed to allow all Lenders to increase the Borrowing Base (as they in their reasonable discretion deem consistent with prudent oil and gas banking industry lending standards at the time) to an amount which eliminates such Borrowing Base Deficiency, and such Security Documents shall be executed and delivered to the Administrative Agent within thirty days after Administrative Agent confirms to Borrower what collateral shall be required. If, prior to any such specification by Administrative Agent, Required Lenders determine that the giving of such Security Documents will not serve to eliminate such Borrowing Base Deficiency, then, within five Business Days after receiving notice of such determination from Administrative Agent, Borrower will elect to make, and thereafter make, the prepayments specified in either of the preceding subsections (i) or (ii) of this subsection (b). Each prepayment of principal under this Section shall be accompanied by all interest then accrued and unpaid on the principal so prepaid. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required principal or interest prepaid pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESin addition to, and (iv) any borrowings not in lieu of, all payments otherwise required to be paid under the Amended and Restated Credit Agreement dated as Loan Documents at the time of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repaymentprepayment.
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Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), or any reduction of the Aggregate Elected Commitment Amounts pursuant to Section 2.06(c), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (a) Promptly following prepay the occurrence of any Change of Control, and in any event no later than one (1) Business Day after Borrowings on the effective date of such Change of Controltermination or reduction in an aggregate principal amount equal to such excess, the Borrower and Gerdau shall notify the Banks (b) if any excess remains after prepaying all of the occurrence Borrowings as a result of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controlan LC Exposure, the Borrower shall provide to the Banks the following documentation, satisfactory pay to the Administrative Agent:
(i) a description Agent on behalf of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) a description Upon any Scheduled Redetermination of the new corporate structure; and
(iii) updated financial statements Borrowing Base or Interim Redetermination of the Borrower and the Guarantors and financial information relating Borrowing Base, in each case in accordance with Section 2.07(b), or any adjustment to the Persons that acquired Voting Stock and/or the power to direct or cause the direction amount of the management of GerdauBorrowing Base in accordance with Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower or shall, within ten (10) Business Days after its receipt of a GuarantorNew Borrowing Base Notice indicating such Borrowing Base Deficiency, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having inform the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date Borrower’s election to: (A) within thirty (30) days following such election, prepay the documentation listed Loans in Section 2.8(a)(i)an aggregate principal amount equal to such excess, (iiB) and prepay the Loans in six equal monthly installments, commencing on the thirtieth (iii30th) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation day following receipt of the Total Commitment shall be effective as New Borrowing Base Notice indicating such Borrowing Base Deficiency with each payment being equal to 1/6th of the date aggregate principal amount of such notice excess and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring same day in each of the five subsequent calendar months, (5C) Business Days within thirty (30) days following such notice. In election, mortgage additional Oil and Gas Properties not evaluated in the event most recently delivered Reserve Report acceptable to the Administrative Agent shall fail in its sole discretion (together with title information with respect thereto acceptable to deliver the Administrative Agent in its sole discretion) having a Borrowing Base Value sufficient, after giving effect to any other actions taken pursuant to this Section 3.04(c), to eliminate such notice within such 30-day periodexcess, the right or (D) undertake a combination of any of clauses (A), (B) and (C); provided that if, because of LC Exposure, a Borrowing Base Deficiency remains after prepaying all of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective SubsidiariesLoans, the Borrower shall repay cash collateralize such remaining Borrowing Base Deficiency as provided in Section 2.08(j); provided further, that all payments required to be made pursuant to this clause (ii) must be made on or prior to the Loans by Termination Date. Notwithstanding the foregoing, if the Borrower does not inform the Administrative Agent of its election within such ten (10) Business Day period, the Borrower shall be deemed to have delivered an election notice proposing the action set forth in clause (B) above as of the last day of such ten (10) Business Day period.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 9.12(d), Section 9.12(e) or Section 9.12(f), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such Net Proceedsexcess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the first (1st) Business Day succeeding the date it or any Restricted Subsidiary receives cash proceeds as a result of a disposition in accordance with Section 9.12(d), Section 9.12(e) or Section 9.12(f); provided that all payments required to be made pursuant to this mandatory prepayment obligation Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall not apply with respect to any Net Proceeds derived from (iA) prepay the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the Borrowings in an aggregate principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESequal to such excess, and (ivB) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or excess remains after prepaying all of the Subsidiary that issues the bonds) from any bond issuanceBorrowings as a result of an LC Exposure, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory pay to the Administrative Agent until on behalf of the Lenders an amount equal to such repaymentexcess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral, if required, on the first (1st) Business Day succeeding the date it issues such Senior Notes; provided that all payments required to be made pursuant to this Section 3.04(c)(iv) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Mandatory Prepayments. (a) Promptly following If on any date (after giving effect to any other payments on such date) the occurrence sum of any Change (i) the aggregate outstanding principal amount of ControlGeneral Revolving Loans PLUS (ii) the aggregate amount of Letter of Credit Outstandings, and exceeds the Total General Revolving Commitment as then in any event no later than one (1) Business Day after the effective date of such Change of Controleffect, the Borrower Borrowers shall prepay on such date that principal amount of General Revolving Loans and, after General Revolving Loans have been paid in full, Unpaid Drawings, in an aggregate amount at least equal to such excess. If, after giving effect to the prepayment of General Revolving Loans and Gerdau Unpaid Drawings, the aggregate amount of Letter of Credit Outstandings exceeds the Total General Revolving Commitment as then in effect, the Company shall notify pay to the Banks Administrative Agent an amount in cash and/or Cash Equivalents equal to such excess and the Administrative Agent shall hold such payment as security for the obligations of the occurrence of such Change Company hereunder pursuant to a cash collateral agreement to be entered into in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, form and substance reasonably satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower Agent and the Guarantors and financial information relating Company (which shall permit certain investments in Cash Equivalents satisfactory to the Persons that acquired Voting Stock and/or Administrative Agent and the power Company until the proceeds are applied to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Controlsecured obligations).
(b) If on any date (after giving effect to any other payments on such date) the aggregate outstanding principal amount of Swing Line Revolving Loans exceeds the Unutilized Total General Revolving Commitment as then in effect, the Company shall prepay on such date Swing Line Revolving Loans in an aggregate principal amount at least equal to such excess. If on any date (after giving effect to any other payments on such date) the aggregate outstanding principal amount of Swing Line Revolving Loans exceeds the Total Swing Line Revolving Commitment as then in effect, the Company shall prepay on such date Swing Line Revolving Loans in an aggregate principal amount at least equal to such excess.
(c) On the date on which a Change of Control occurs, notwithstanding anything to the Majority Banks will have contrary contained in this Agreement, no further Borrowings shall be made and the right to cancel the Total Commitment orthen outstanding principal amount of all Loans, if Loans have been advancedany, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts shall become due and payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks and shall be entitled prepaid in full, and the Company shall contemporaneously either (i) cause all outstanding Letters of Credit to exercise be surrendered for cancellation (any such rights Letters of Credit to cancel be replaced by letters of credit issued by other financial institutions), or (ii) the Total Commitment and require mandatory prepayment of outstanding Loans by having Company shall pay to the Administrative Agent deliver notice thereof an amount in cash and/or Cash Equivalents equal to the Borrower within 30 days 100% of the date Letter of Credit Outstandings and the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, Administrative Agent shall hold such payment as security for the obligations of the Company hereunder pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner reasonably satisfactory to the Administrative Agent and the Company (which shall permit certain investments in Cash Equivalents satisfactory to the Administrative Agent and the Company until the proceeds are applied to the secured obligations).
(d) With respect to each prepayment of Loans required by this section 5.2, the Company shall (on behalf of any applicable Borrower) designate the Types of Loans which are to be prepaid and the specific Borrowing(s) pursuant to which such repaymentprepayment is to be made, PROVIDED that (i) the Company shall first so designate all Loans that are Prime Rate Loans and Eurocurrency Loans with Interest Periods ending on the date of prepayment prior to designating any other Eurocurrency Loans for prepayment, (ii) if the outstanding principal amount of any Eurocurrency Loans made pursuant to a Borrowing is reduced below the applicable Minimum Borrowing Amount as a result of any such prepayment, then all the Loans outstanding pursuant to such Borrowing shall be converted into Prime Rate Loans, and (iii) each prepayment of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans. In the absence of a designation by the Company as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under section 2.11. Any prepayment of Eurocurrency Loans or Money Market Rate Loans pursuant to this section 5.2 shall in all events be accompanied by such compensation as is required by section 2.11.
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Mandatory Prepayments. (ai) Promptly following If, after giving effect to any termination or reduction of the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of ControlRevolving Loan Commitments pursuant to Section 2.06(b), the Borrower and Gerdau shall notify total Revolving Credit Exposures exceeds the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controltotal Revolving Loan Commitments, then the Borrower shall provide to (A) prepay the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of Revolving Borrowings on the date of such notice termination or reduction in an aggregate principal amount equal to such excess, and (B) if any mandatory prepayment required pursuant excess remains after prepaying all of the Revolving Borrowings as a result of an LC Exposure, pay to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right on behalf of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Revolving Lenders an amount equal to such Net Proceeds; excess to be held as cash collateral as provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., in Section 2.07(j).
(ii) existing bilateral facilities As soon as available and in any event not later than sixty (60) days after the end of each fiscal quarter of the Borrower, commencing with the fiscal quarter ending on June 30, 2011, the Borrower shall deliver to the Administrative Agent the Borrower’s calculation of its Consolidated Excess Cash Flow for such fiscal quarter. On or any renewals thereofprior to the sixty-fifth (65th) day after the end of each fiscal quarter of the Borrower, provided that any such renewal commencing March 5, 2012, if (A)the Consolidated Total Leverage Ratio as of the fiscal quarter most recently ended is greater than 3.50 to 1.00, the Borrower shall not increase prepay (by payment to the Administrative Agent for distribution to the Term Lenders) an aggregate principal amount outstanding thereunderof Term Loans (including Delayed Draw Term Loans, if any) equal to one hundred percent (100%) of Consolidated Excess Cash Flow for such fiscal quarter or (B) the Consolidated Total Leverage Ratio as of the fiscal quarter most recently ended is greater than 3.00 to 1.00, but less than or equal to 3.50 to 1.00, the Borrower shall prepay (by payment to the Administrative Agent for distribution to the Term Lenders) an aggregate principal amount of Term Loans (including Delayed Draw Term Loans, if any) equal to seventy-five percent (75%) of Consolidated Excess Cash Flow for such fiscal quarter. Notwithstanding the foregoing, the Borrower’s obligation to provide the quarterly calculation of Consolidated Excess Cash Flow (as required by this Section 3.04(b)(ii) and Section 8.01(e)) and make the quarterly payment of Consolidated Excess Cash Flow pursuant to this Section 3.04(b)(ii) shall cease and terminate at such time as the Borrower’s Consolidated Total Leverage Ratio (as determined pursuant to Section 9.01(b)) is equal to or less than 3.00 to 1.00 for two (2) full consecutive fiscal quarters at any time after the First Amendment Effective Date (calculated as of the last day of each such fiscal quarter).
(iii) On each date on or after the Effective Date upon which the Borrower or any direct loans Subsidiary receives any cash proceeds from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branchAsset Sale made pursuant to Section 9.11(f), an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied by the Borrower on such date as Canadian administrative agenta mandatory repayment in accordance with Section 3.04(b)(vii); provided, however, that such Net Sale Proceeds shall not be required to be so applied on such date so long as no Event of Default then exists and such Net Sale Proceeds shall be used to purchase Property (other than inventory and working capital) used or to be used in the businesses permitted pursuant to Section 9.06 within 180 days following the date of such Asset Sale, and provided, further, that if all or any portion of such Net Sale Proceeds up not required to U.S.$1,000,000,000 be so applied as provided above in this Section 3.04(b)(iii) are not so reinvested within such 180-day period (or such earlier date, if any, as the Borrower or relevant Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 3.04(b)(iii) without regard to the preceding proviso.
(A) On the date on or after the consummation of a Qualified Public Offering upon which the Borrower or any Subsidiary receives any cash proceeds therefrom, an amount equal to 100% of the Net Cash Proceeds from such Qualified Public Offering shall be applied by the Borrower on such date as a mandatory prepayment in accordance with Section 3.04(b)(iv)(C).
(B) On the date on or after the consummation of any Other Equity Offering upon which the Borrower or any Subsidiary receives Net Cash Proceeds therefrom in an amount that, in the aggregate with all other Net Cash Proceeds received by Gerdau the Borrower or any Subsidiary from all Other Equity Offerings that occur from and after the First Amendment Effective Date, exceeds $75,000,000, an amount equal to 100% of such excess Net Cash Proceeds (to the extent not previously so applied pursuant to this Section 3.04(b)(iv)(B)) shall be applied by the Borrower on such date as a mandatory prepayment in accordance with Section 3.04(b)(iv)(C).
(C) All amounts required to be applied pursuant to the foregoing clauses (A) and (B) shall be applied on the date received as follows (or in such other manner as may be approved by the Required Lenders):
(1) first as a mandatory repayment of the Term Loan in accordance with the requirements of Section 3.04(b)(vii) until the Term Loan has been repaid in full, and
(2) second as a mandatory repayment of outstanding Revolving Borrowings on such date (without a permanent reduction in the Lenders’ Revolving Loan Commitments).
(v) On each date on or after the Effective Date upon which the Borrower or any Subsidiary that issues the bonds) receives any cash proceeds from any bond issuanceRecovery Event, an amount equal to 100% of the Borrower Net Cash Proceeds from such Recovery Event shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 3.04(b)(vii); provided, however, that so long as no Event of Default then exists, such Net Cash Proceeds shall not be required to repay be so applied on such date to the extent that such Net Cash Proceeds shall be used to replace or restore any Property in respect of which such Net Cash Proceeds were paid within 180 days following the date of the receipt of such Net Cash Proceeds, and provided, further, that if all or any portion of such Net Cash Proceeds are not so used within 180 days after the date of the receipt of such Net Cash Proceeds (or such earlier date, if any, as the Borrower or relevant Subsidiary determines not to reinvest the Net Cash Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 3.04(b)(v) without regard to the proviso or the immediately preceding proviso.
(A) If the Consolidated Total Leverage Ratio is greater than or equal to 6.50 to 1.00 as of September 30, 2012, then the Borrower shall make a mandatory prepayment of the Loans by such in an amount not less than $5,000,000 within 10 Business Days following the five earlier to occur of (51) the date on which a compliance certificate with respect to the Borrower’s fiscal quarter ending on September 30, 2012 is delivered to the Administrative Agent pursuant to Section 8.01(g) and (2) November 29, 2012 and (B) if the Consolidated Total Leverage Ratio is greater than or equal to 5.75 to 1.0 as of December 31, 2012, then the Borrower shall make a prepayment of the Loans in an amount not less than $5,000,000 within 10 Business Days following the earlier to occur of (1) the date on which a compliance certificate with respect to the Borrower’s fiscal quarter ending on December 31, 2012 is delivered to the Administrative Agent pursuant to Section 8.01(g) and (2) March 1, 2013 (the tenth Business Day timeframe specified abovefollowing such earlier date, but the “Final Leverage Reduction Repayment Due Date”). If a Sponsor Event of Default occurs at any time, the Borrower shall instead repay immediately make a mandatory prepayment of the Loans in an amount not less than the maximum potential amount of remaining prepayments that could be required under this Section 3.04(b)(vi) as of the date such Sponsor Event of Default occurs. All mandatory prepayments of Loans required under this Section 3.04(b)(vi) (including any amounts paid directly by the Sponsor pursuant to the Sponsor Agreement) shall be applied as follows: first, as a mandatory repayment of outstanding Revolving Borrowings on such date (without a permanent reduction in the Lenders’ Revolving Loan Commitments) until the outstanding Revolving Borrowings are reduced to zero, then second as a mandatory repayment of the Term Loan in accordance with the requirements of Section 3.04(b)(vii) until the Term Loan has been repaid in full.
(vii) Each prepayment of Borrowings pursuant to this Section 3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. Each prepayment (A) pursuant to Section 3.04(b)(i) shall be applied to any outstanding Revolving Borrowings and the LC Exposure as described in Section 3.04(b)(i), and (B) pursuant to Sections 3.04(b)(ii) through (vi), to the extent such prepayment is applied as a mandatory repayment of the Term Loan, shall be applied to the remaining scheduled installments of principal required by Section 3.01(a)(i) in the inverse order of maturity. Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings of the applicable Class then outstanding, and, second, to any Eurodollar Borrowings of the applicable Class then outstanding, and if more than one Eurodollar Borrowing of the applicable Class is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(viii) If the Borrower is required to make a mandatory prepayment of Eurodollar Borrowings under this Section 3.02, the Borrower shall have the right, in lieu of making such prepayment in full, to deposit an amount no later than November 15, 2007, provided that Gerdau (or equal to such mandatory prepayment with the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow Administrative Agent in a manner cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by and in the sole dominion and control of the Administrative Agent. Any amounts so deposited shall be held by the Administrative Agent until as collateral for the prepayment of such repaymentEurodollar Rate Loans and shall be applied to the prepayment of the applicable Eurodollar Rate Loans at the end of the current Interest Periods applicable thereto. At the request of the Borrower, amounts so deposited shall be invested by the Administrative Agent in Cash Equivalents maturing prior to the date or dates on which it is anticipated that such amounts will be applied to prepay such Eurodollar Rate Loans; any interest earned on such Cash Equivalents will be for the account of the Borrower and the Borrower will deposit with the Administrative Agent the amount of any loss on any such Cash Equivalents to the extent necessary in order that the amount of the prepayment to be made with the deposited amounts may not be reduced.
Appears in 1 contract
Samples: Credit Agreement (Southcross Energy Partners, L.P.)
Mandatory Prepayments. (ai) Promptly following Upon any adjustments to the occurrence of any Change of ControlBorrowing Base pursuant to Section 9.11, if the total Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrowers shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and in (B) if any event no later than one (1) Business Day excess remains after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks prepaying all of the occurrence Borrowings as a result of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Controlan LC Exposure, the Borrower shall provide to the Banks the following documentation, satisfactory pay to the Administrative Agent:
(i) a description Agent on behalf of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net Proceedsexcess to be held as cash collateral as provided in Section 2.08(j). The Borrowers shall be obligated to make such prepayment and/or deposit of cash collateral on the date it receives cash proceeds as a result of such disposition or such incurrence of Debt; provided that all payments required to be made pursuant to this mandatory prepayment obligation shall not apply with respect Section 3.04(c)(i) must be made on or prior to the Termination Date.
(ii) If, after giving effect to any Net Proceeds derived from termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Credit Exposures exceeds the total Commitments, then the Borrowers shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(iii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 or Section 8.13(c), if the total Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrowers shall, within ten (10) days after written notice that the total Credit Exposure exceeds the redetermined or adjusted Borrowing Base (the amount of such excess, a “Borrowing Base Deficiency”), notify Administrative Agent of its decision (the date of such notice, the “Prepayment Decision Notice Date”) to do any (or any combination) of the following which will result in the Borrowing Base Deficiency being eliminated in the applicable time frame(s): (A) prepay Borrowings (i) in a lump sum on or before the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A.date which is twenty (20) days after the Prepayment Notice Decision Date, (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDES, and (iv) any borrowings under the Amended and Restated Credit Agreement dated as of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the in five (5) Business Day timeframe specified aboveequal monthly payments beginning on the one month anniversary of the Prepayment Notice Decision Date and continuing on the corresponding day of the four following months, but shall instead repay or (iii) out of proceeds of the Loans by Second Lien Loan (including, if the Borrowers so requests and the Administrative Agent approves such request, out of an increase in the amount no later than November 15thereof beyond the amount stated in the definition thereof) on the date of receipt thereof and in any case, 2007if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, deposit with the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided that Gerdau in Section 2.08(j), and/or (or B) within ninety (90) days of the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory Prepayment Notice Decision Date, pledge additional Collateral to the Administrative Agent until for the benefit of the Lenders, which Collateral shall be sufficient in Administrative Agent’s opinion to increase the Borrowing Base and eliminate the Borrowing Base Deficiency.
(iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied to outstanding Borrowings first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such repaymentEurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (a) Promptly following the occurrence of any Change of Control, and in any event no later than one (1) Business Day after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description In the event the sum of the circumstances or transactions that constituted outstanding principal balance of the Change Advances made by any Lender plus such Lender's Pro Rata Share of Control or comparable corporate reorganization;the aggregate face amount of the outstanding Letters of Credit exceeds such Lender's Commitment, Borrower shall, within two (2) days after demand therefor, pay to Agent for the benefit of such Lender, the amount by which such Advances and the Lender's Pro Rata Share of the outstanding Letters of Credit exceeds such lender's Commitment.
(ii) a description In the event the sum of the new corporate structure; andoutstanding principal balance of the Loan plus the aggregate face amount of the outstanding Letters of Credit exceeds the Borrowing Base at any time other than by reason of a reduction of the Borrowing Base pursuant to Section 3.1(b)(ii), Borrower shall, within thirty (30) days after such date, deliver to each Lender a plan acceptable to the Lenders for bringing the Loan within the Borrowing Base within ninety (90) days after the acceptance of such plan through the payment of such excess, the admission of additional Projects into the Borrowing Base, or through other means acceptable to Lenders in their sole discretion. Lenders agree that they will review and respond to such proposed plan in a reasonably prompt manner. In the event either (A) Borrower fails to deliver an acceptable plan to the Lenders within said thirty (30) days or (B) the Loan continues to exceed the Borrowing Base for ninety (90) days following delivery of an acceptable plan (or, if the Lenders, in their discretion, consent to a period longer than 90 days as a part of any such plan, beyond the end of such longer period), Borrower shall prepay the amount of the Loan in excess of the Borrowing Base, together with accrued interest thereon (collectively, the "Overadvance Amount"), as follows:
(iii1) updated financial statements on such thirtieth (30th) day, ninetieth (90th) day or the last day of such longer period as the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of GerdauLenders, the Borrower or a Guarantorin their discretion, have approved, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i"Applicable Date"), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by prepay an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase lesser of the Overadvance Amount and the outstanding principal amount of Base Rate Advances;
(2) to the extent that the outstanding thereunderprincipal amount of Base Rate Advances are less than the Overadvance Amount, on the last day of each Interest Period to expiring after the Applicable Date, Borrower shall prepay an amount equal to the lesser of the amount of the LIBOR Advance to which such Interest Period relates and the unpaid portion of the Overadvance Amount; and
(3) on thirtieth (30th) day after the Applicable Date, Borrower shall prepay the remaining portion of the Overadvance Amount.
(iii) Failure by Borrower to have complied with the foregoing in a timely manner shall constitute an Event of Default without further notice or grace period hereunder. No further Advances, or release of all or any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESportion of any Eligible Project, shall be permitted so long as such excess borrowing condition shall continue to exist. Nothing in this Section 2.7(e) shall excuse Borrower's 25 compliance with all terms, conditions, covenants and (iv) any borrowings other obligations imposed upon it under the Amended and Restated Credit Agreement dated as Loan Documents during the period of October 28such excess borrowing, 2005 among Gerdau Ameristeel Corporation and certain nor in any manner condition or impair Agent's or Lenders' rights thereunder in respect of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repaymentbreach thereof.
Appears in 1 contract
Mandatory Prepayments. (ai) Promptly following If the occurrence total Revolving Credit Exposures exceeds the total Revolving Credit Commitments, including without limitation due to a currency fluctuation and/or after giving effect to any termination or reduction of any Change of Controlthe total Revolving Credit Commitments pursuant to Section 2.07, and if applicable, then in any event no later than one (1) Business Day after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, case the Borrower shall provide to (A) prepay the Banks the following documentation, satisfactory to the Administrative Agent:
(i) a description of the circumstances or transactions that constituted the Change of Control or comparable corporate reorganization;
(ii) a description of the new corporate structure; and
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(b) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days of the date the documentation listed in Section 2.8(a)(i), (ii) and (iii) above, in form and substance satisfactory to the Administrative Agent, has been delivered to the Administrative Agent. Any cancellation of the Total Commitment shall be effective as of Revolving Borrowings on the date of such notice termination or reduction in an aggregate principal amount equal to such excess, and (B) if any mandatory prepayment required pursuant excess remains after prepaying all of the Revolving Borrowings as a result of an LC Exposure, pay to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right on behalf of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercised.
(c) Within five (5) Business Days of receipt of any Net Proceeds by the Borrower, any Guarantor or any of their respective Subsidiaries, the Borrower shall repay the Loans by Lenders an amount equal to such Net Proceeds; excess to be held as cash collateral as provided that this in Section 2.09(j).
(ii) If a Borrowing Base Deficiency exists, then the Borrower shall prepay the Revolving Credit Loans and Swingline Loans in an aggregate principal amount equal to such Borrowing Base Deficiency, and if any Borrowing Base Deficiency remains after prepaying all of the Revolving Credit Loans and Swingline Loans as a result of any LC Exposure, the Borrower shall pay to the Administrative Agent on behalf of the Lenders an amount equal to such Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.09(j).
(iii) The Borrower shall make mandatory prepayment obligation shall prepayments of the Term B Loans (regardless of whether or not apply with respect an Event of Default has occurred and is continuing) in an amount equal to any Net Proceeds derived from one hundred percent (100%) of (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A.Net Cash Proceeds of any Disposition of real Property by the Borrower or any other Loan Party, (ii) existing bilateral facilities Extraordinary Receipts received by the Borrower or other Loan Party in connection with the real Property of the Borrower or any renewals thereofother Loan Party, provided that any such renewal shall not increase the principal amount outstanding thereunder, and (iii) the Net Recovery Proceeds of any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESRecovery Event relating to any real Property of the Borrower or any other Loan Party. Each prepayment of Borrowings pursuant to this clause (iii) shall be applied, first, ratably to the Term B Loans outstanding and reduce in inverse order of maturity the scheduled principal payments of such Term B Loans, until repaid in full.
(iv) At any borrowings under time during the Amended and Restated Credit Agreement dated as continuation of October 28an Event of Default, 2005 among Gerdau Ameristeel Corporation and certain concurrently with the receipt of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Cash Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuanceDisposition by the Borrower or other Loan Party (other than a Disposition of real Property), the Borrower shall not be required to repay prepay the Loans by in an aggregate principal amount equal to one hundred percent (100%) of such amount within Net Cash Proceeds. Each such mandatory prepayment shall be made and applied as provided in Section 3.04(b)(viii), subject during the five Ex-Im Period to the Intercreditor Agreement.
(5v) Business Day timeframe specified aboveAt any time during the continuation of an Event of Default, but the Borrower shall instead repay make mandatory prepayments of the Loans in an amount equal to one hundred percent (100%) of the Net Recovery Proceeds of any Recovery Event by the Borrower or any other Loan Party and any Extraordinary Receipt (other than a Recovery Event or Extraordinary Receipt relating to real Property of the Borrower or any other Loan Party). Each such mandatory prepayment shall be made and applied as provided in Section 3.04(b)(viii), and subject during the Ex-Im Period to the terms of the Intercreditor Agreement.
(vi) At any time during the continuation of an Event of Default, concurrently with the receipt of Net Equity Proceeds from the sale or issuance by PMFG of any of its Equity Interests (other than the issuance or sale of Equity Interests permitted under Section 9.04(b)), the Borrower shall prepay the Loans in an aggregate principal amount no later than November 15, 2007, provided that Gerdau equal to fifty percent (or the Subsidiary that issues the bonds50%) holds all of such Net Equity Proceeds received. Each such mandatory prepayment shall be made and applied as provided in escrow in a manner satisfactory Section 3.04(b)(viii), and subject during the Ex-Im Period to the Administrative Agent terms of the Intercreditor Agreement.
(vii) At any time during the continuation of an Event of Default, concurrently with the receipt of Net Cash Proceeds from any issuance of Indebtedness by the Borrower or any other Loan Party other than Indebtedness permitted under Section 9.02, the Borrower shall prepay the Loans in an aggregate principal amount equal to one hundred percent (100%) of such Net Cash Proceeds. Each such mandatory prepayment shall be made and applied as provided in Section 3.04(b)(viii), and subject during the Ex-Im Period to the terms of the Intercreditor Agreement.
(viii) Each prepayment of Borrowings pursuant to Section 3.04(b)(iv), (v), (vi) or (vii) shall be applied, first, ratably to the Term B Loans outstanding and reduce in inverse order of maturity the scheduled principal payments of such Term B Loans, until repaid in full, second, ratably to the Term A Loans outstanding and reduce in inverse order of maturity the scheduled principal payments of such repaymentTerm A Loans, until repaid in full, third, to any outstanding Swingline Loans, fourth, to any outstanding Revolving Credit Loans, and fifth, to Cash Collateralize any LC Exposure. Each prepayment of Borrowings pursuant to this Section 3.04(b) within any Class shall be ratably applied first to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
Appears in 1 contract
Samples: Credit Agreement (PMFG, Inc.)
Mandatory Prepayments. (a) Promptly following If at any time the occurrence Facility Usage exceeds the Aggregate Maximum Credit Amount or the Aggregate Elected Commitment Amount (whether due to a reduction thereof in accordance with this Agreement or otherwise), Borrower shall immediately upon demand prepay the principal of the Loans (and after all Loans are repaid in full, Cash Collateralize the LC Obligations in accordance with Section 2.16) in an amount at least equal to such excess.
(b) Whenever a Borrowing Base Deficiency results from any Change Scheduled Determination or Special Determination, then within 10 Business Days after Administrative Agent delivers a Borrowing Base Deficiency Notice to Borrower, Borrower shall give notice to Administrative Agent electing to eliminate such Borrowing Base Deficiency as provided in clause (i), (ii) or (iii) below, or by a combination of Controlthe actions described in such clauses (such notice from Borrower, an “Election Notice”), whereupon Borrower shall be obligated to eliminate such Borrowing Base Deficiency in such manner, and any failure to deliver such Election Notice shall be deemed to be an election by Borrower to eliminate such deficiency as provided in any event no later than one clause (1) Business Day after the effective date of such Change of Control, the Borrower and Gerdau shall notify the Banks of the occurrence of such Change in Control. No later than fifteen (15) calendar days after the effective date of such Change in Control, the Borrower shall provide to the Banks the following documentation, satisfactory to the Administrative Agent:i):
(i) a description prepay the principal of the circumstances Loans (and, if the Facility Usage exceeds the Borrowing Base after all Loans are repaid in full, Cash Collateralize the LC Obligations in accordance with Section 2.16) in an aggregate amount sufficient to eliminate such Borrowing Base Deficiency (or, if the Facility Usage exceeds the Borrowing Base after the Loans have been paid in full, Cash Collateralize the LC Obligations in accordance with Section 2.16), such prepayment to be made in full on or transactions that constituted before the Change 30th day after Borrower’s receipt of Control or comparable corporate reorganizationsuch Borrowing Base Deficiency Notice;
(ii) a description prepay the principal of the new corporate structureLoans (and after all Loans are repaid in full, Cash Collateralize the LC Obligations in accordance with Section 2.16) in up to 6 monthly installments in an aggregate amount at least equal to such Borrowing Base Deficiency, with each such installment equal to or in excess of one-sixth of such Borrowing Base Deficiency, and with the first such installment to be paid within 30 days after Borrower’s receipt of such Borrowing Base Deficiency Notice and the subsequent installments to be due and payable at one month intervals thereafter until such Borrowing Base Deficiency has been eliminated; andor
(iii) updated financial statements of the Borrower and the Guarantors and financial information relating to the Persons that acquired Voting Stock and/or the power to direct provide (or cause the direction of the management of Gerdau, the Borrower or a Guarantor, as the case may be, that resulted in such Change in Control.
(bother Restricted Persons to provide) If a Change of Control occurs, the Majority Banks will have the right to cancel the Total Commitment or, if Loans have been advanced, to require the Borrower to repay all of the outstanding Loans plus accrued interest thereon, plus any amounts other amounts payable hereunder including, without limitation, any amounts payable pursuant to Section 4.4. The Majority Banks shall be entitled to exercise such rights to cancel the Total Commitment and require mandatory prepayment of outstanding Loans by having the Administrative Agent deliver notice thereof to the Borrower within 30 days with deeds of the date the documentation listed in Section 2.8(a)(i)trust, (ii) mortgages, chattel mortgages, security agreements, financing statements and (iii) above, other security documents in form and substance similar to the Security Documents previously delivered to Administrative Agent (with any changes required to conform to changes in Law or changes in the type of collateral covered thereby), and otherwise reasonably satisfactory to the Administrative Agent, has been granting, confirming, and perfecting first and prior Liens, subject only to Permitted Liens, in additional Oil and Gas Properties of Restricted Persons to which Proved Reserves are attributed to the extent needed to allow all of the Lenders to increase the Borrowing Base (as they in their reasonable discretion deem consistent with prudent oil and gas banking industry lending standards at the time) to an amount that eliminates such Borrowing Base Deficiency, and such Security Documents shall be executed and delivered to the Administrative Agent. Any cancellation of the Total Commitment Agent within 45 days after Administrative Agent confirms to Borrower what collateral shall be effective as of the date of such notice and any mandatory prepayment required pursuant to this Section 2.8 shall be due and payable on the date occurring five (5) Business Days following such notice. In the event the Administrative Agent shall fail to deliver such notice within such 30-day period, the right of the Majority Banks to require a prepayment of the Loans shall lapse and may not be exercisedrequired.
(c) Within five (5Upon any redetermination of the Borrowing Base pursuant to Section 2.8(f) Business Days in connection with a Triggering Disposition, if there exists a Borrowing Base Deficiency, Borrower shall prepay the Borrowings of receipt Loans in an amount sufficient to eliminate such Borrowing Base Deficiency. If any Borrowing Base Deficiency remains after making such prepayment as a result of any Net Proceeds LC Obligations, then Borrower shall pay to Administrative Agent on behalf of Lenders an amount necessary to eliminate such remaining Borrowing Base Deficiency to be held as Cash Collateral as provided in Section 2.16. Borrower shall be obligated to take the actions required by the Borrower, preceding sentences in this subsection contemporaneously with the receipt by any Guarantor or any Restricted Person of their respective Subsidiaries, the Borrower net proceeds in respect of such Triggering Disposition.
(d) Each prepayment of principal under this Section shall repay the Loans be accompanied by an amount equal to such Net Proceeds; provided that this mandatory prepayment obligation shall not apply with respect to any Net Proceeds derived from (i) the proposed Inter-American Development Bank A/B loan for up to U.S.$300,000,000 for Gerdau Açominas S.A., (ii) existing bilateral facilities or any renewals thereof, provided that any such renewal shall not increase all interest then accrued and unpaid on the principal amount outstanding thereunder, (iii) any direct loans from Banco Nacional de Desenvolvimento Econômico e Social-BNDESso prepaid. Any principal or interest prepaid pursuant to this Section shall be in addition to, and (iv) any borrowings not in lieu of, all payments otherwise required to be paid under the Amended and Restated Credit Agreement dated as Loan Documents at the time of October 28, 2005 among Gerdau Ameristeel Corporation and certain of its subsidiaries, various financial institutions named therein, as lenders, Bank of America, N.A., as administrative agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent; and provided, further, that if any Net Proceeds up to U.S.$1,000,000,000 are received by Gerdau (or the Subsidiary that issues the bonds) from any bond issuance, the Borrower shall not be required to repay the Loans by such amount within the five (5) Business Day timeframe specified above, but shall instead repay the Loans by such amount no later than November 15, 2007, provided that Gerdau (or the Subsidiary that issues the bonds) holds all such Net Proceeds in escrow in a manner satisfactory to the Administrative Agent until such repaymentprepayment.
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