Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail. (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.
Appears in 3 contracts
Samples: Credit Agreement (Schein Pharmaceutical Inc), Credit Agreement (Danbury Pharmacal Puerto Rico Inc), Credit Agreement (Schein Pharmaceutical Inc)
Mandatory Prepayments. (a) Not later than 100 days after the end of In each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall Fiscal Year:
(i) calculate Excess Cash Flow the Company shall, and shall cause each of its Subsidiaries to, prepay 100% of Shared Permitted Prepayment Asset Sale Proceeds to the Mandatory Prepayment Indebtedness within the applicable Required Payment Period until such time that the amount of Shared Proceeds paid to the Mandatory Prepayment Indebtedness pursuant to this Section 2.05 exceeds US$50,000,000 (or the US Dollar equivalent thereof) in such Fiscal Year; and
(ii) if, at any time during such Fiscal Year, the amount of Shared Proceeds received in such Fiscal Year by the Company and its Subsidaries and paid to the Mandatory Prepayment Indebtedness pursuant to this Section 2.05 exceeds US$50,000,000 (or the US Dollar equivalent thereof) (the “Shared Proceeds Trigger” for such fiscal year Fiscal Year), then after the Shared Proceeds Trigger and apply 75until the last day of such Fiscal Year, the Company shall, and shall cause each of its Subsidiaries to, prepay 100% of Shared Permitted Prepayment Asset Sale Proceeds of any Permitted Prepayment Asset Sales received by the Company after such Excess Cash Flow Shared Proceeds Trigger to the Other Prepayment Indebtedness within the applicable Required Payment Period; provided that, notwithstanding the foregoing, if and for so long as any “Default” or “Event of Default” is continuing under, and as defined in, the Major Derivative Counterparty Loan or the BBVA Loan, the Company shall and shall cause each of its Subsidiaries to prepay Borrowings 100% of the Net Cash Proceeds of any Pledged Entity Asset Sales to the Mandatory Prepayment Indebtedness within the applicable Required Payment Period; provided that, in accordance with paragraph the case of clauses (di) below and (ii) deliver above, if and for so long as no Default or Event of Default is continuing hereunder and the Company has delivered a Reinvestment Certificate within the applicable Required Payment Period for such Permitted Prepayment Asset Sale, up to 50% of the Shared Permitted Prepayment Asset Sale Proceeds (other than the Disposition of any of the Banorte Shares) may be used for Investments in long-term productive assets used in the Company’s Core Business during the Reinvestment Period for such Permitted Prepayment Asset Sale; provided, further, that any such amount of Shared Permitted Prepayment Asset Sale Proceeds used for Investments in long-term productive assets used in the Company’s Core Business shall not be counted against the thresholds in clauses (i) and (ii) above; provided, further, that if all or any portion of such Shared Permitted Prepayment Asset Sale Proceeds is not ultimately applied to such Investments within the Reinvestment Period pursuant to the Administrative Agent a certificate signed by preceding proviso, any Financial Officer remaining portion of such Shared Permitted Prepayment Asset Sale Proceeds shall be applied to prepay the Mandatory Prepayment Indebtedness or the Other Prepayment Indebtedness, as applicable pursuant to the thresholds in clauses (i) and (ii) above, on the Required Repayment Date. Notwithstanding anything herein to the contrary, 100% of the Borrower setting forth Net Cash Proceeds of any Disposition of any of the amountBanorte Shares shall be applied to the prepayment of the Mandatory Prepayment Indebtedness or the Other Prepayment Indebtedness, if anyas applicable pursuant to the thresholds in clauses (i) and (ii) above, within the applicable Required Payment Period, and none of Excess the Net Cash Flow Proceeds thereof may be used for such period and Investments in long-term productive assets in the calculation thereofCompany’s Core Business or any purpose other than prepayment of the Mandatory Prepayment Indebtedness or Other Prepayment Indebtedness, in reasonable detailas applicable.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then each Fiscal Year:
(i) at or prior the Company shall, and shall cause each of its Subsidiaries to, prepay 100% of Shared Casualty Event Proceeds to the effective date Mandatory Prepayment Indebtedness within the applicable Required Payment Period until such time that the amount of Shared Proceeds received by the Company and its Subsidiaries exceeds US$50,000,000 (or the US Dollar equivalent thereof) in such Fiscal Year; and
(ii) if, at any time during such Fiscal Year, a Shared Proceeds Trigger occurs, then after such Shared Proceeds Trigger and until the last day of such reductionFiscal Year, the Administrative Agent Company shall, and shall notify cause each of its Subsidiaries to, prepay 100% of such Shared Casualty Event Proceeds received by the Borrower Company after such Shared Proceeds Trigger to the Other Prepayment Indebtedness within the applicable Required Payment Period; provided that, notwithstanding the foregoing, if and for so long as any “Default” or “Event of Default” is continuing under, and as defined in, the Revolving Credit Lenders Major Derivative Counterparty Loan or the BBVA Loan, the Company shall and shall cause each of its Subsidiaries to prepay 100% of the Aggregate Revolving Credit Exposure after giving effect thereto Net Cash Proceeds of any Pledged Entity Casualty Event to the Mandatory Prepayment Indebtedness within the applicable Required Payment Period; provided that, if and for so long as no Default or Event of Default is continuing hereunder, and (i) the Shared Casualty Events Proceeds of any Casualty Event do not exceed (A) US$10,000,000 (or the US Dollar Equivalent thereof) without the written consent of the holders of more than 50% of the then aggregate outstanding principal amount of the Major Derivative Counterparty Loan (such consent not to be subject to a fee or to be unreasonably withheld) or (B) US$55,000,000 (or the US Dollar Equivalent thereof) in any event and (ii) the Company has (A) filed a claim in respect of such Casualty Event within five (5) Business Days thereof and (B) delivered a Casualty Certificate within ten (10) Business Days following the filing of such claim, all (but no more than US$10,000,000 (or the US Dollar Equivalent thereof) without the written consent of the holders of more than 50% of the then aggregate outstanding principal amount of the Major Derivative Counteryparty Loan or US$55,000,000 (or the US Dollar Equivalent thereof) in any event) of such Shared Casualty Events Proceeds from such Casualty Event may be used to Restore any such affected Properties during the Reinvestment Period; provided, further, that any such amount of Shared Casualty Events Proceeds from such Casualty Event used to Restore any such affected Properties shall not be counted against the thresholds in clauses (i) and (ii) above; provided, further, that if all or any portion of such Shared Casualty Events Proceeds from such Casualty Event is not ultimately applied to Restore any affected Properties within the Aggregate Revolving Credit Exposure would exceed Reinvestment Period pursuant to the Total Revolving Credit Commitment after giving effect preceding proviso, any remaining portion of such Shared Casualty Events Proceeds from such Casualty Event shall be applied to such reduction prepay the Mandatory Prepayment Indebtedness or terminationthe Other Prepayment Indebtedness, then as applicable pursuant to the Borrower shallthresholds in clauses (i) and (ii) above, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excessRequired Repayment Date.
(c) The Borrower Company shall, and shall cause each of its Subsidiaries to, apply 100% of the Net Cash Proceeds of the issuance of any Indebtedness of the Company or any of its Subsidiaries (other than the issuance of Indebtedness permitted by Section 7.16 (Limitations on Incurrence of Additional Indebtedness)) to prepayment of the Other Prepayment Indebtedness within five (5) Business Days following the receipt thereof.
(d) If the Company incurs any Permitted Refinancing Indebtedness with respect to any Other Prepayment Indebtedness (including any partial Refinancings thereof), and such Permitted Refinancing Indebtedness consists of:
(i) Permitted Refinancing Indebtedness raised in the debt capital markets, the Company shall apply 100% of the Net Cash Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such termPermitted Refinancing Indebtedness to prepayment of the Other Prepayment Indebtedness within five (5) to prepay Borrowings in accordance with paragraph Business Days following the receipt thereof; or
(dii) below; providedany other Permitted Refinancing Indebtedness, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower Company shall only be required to apply 50100% of the Net Cash Proceeds of such Net Proceeds Permitted Refinancing Indebtedness to the prepayment of Loans if immediately prior to Mandatory Prepayment Indebtedness within five (5) Business Days following the receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% thereof.
(e) Any mandatory prepayment of such Net Proceeds Other Prepayment Indebtedness shall be made on a pro rata basis according to the Other Prepayment Pro Rata Amounts for such Other Prepayment Indebtedness.
(f) Any mandatory prepayment of the Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 shall be paid in US Dollars and applied to 1.00 but not greater than 3.00 all Minor Derivative Counterparty Loans on a pro rata basis according to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromMinor Derivative Counterparty’s Pro Rata Share.
Appears in 3 contracts
Samples: Loan Agreement (Gruma Sab De Cv), Loan Agreement (Gruma Sab De Cv), Loan Agreement (Gruma Sab De Cv)
Mandatory Prepayments. (a) Not later than 100 days If at any time after the end Closing Date any Group Member (other than Holdings) receives any Net Cash Proceeds from the Incurrence of any Indebtedness (other than Excluded Indebtedness) or the issuance of any Disqualified Capital Stock, the Borrower shall prepay the Term Loans on the date of such receipt in an amount equal to 100% of such Net Cash Proceeds.
(b) If at any time after the Closing Date any Group Member receives any Net Cash Proceeds from any Asset Sale or Recovery Event in an amount exceeding $20,000,000 in any fiscal year, then, unless a Reinvestment Notice shall be delivered in respect thereof, the Borrower shall prepay the Term Loans on the third Business Day following the date of such receipt in an amount equal to 100% of such Net Cash Proceeds. If a Reinvestment Notice has been delivered in respect of any Asset Sale or Recovery Event, then on each Reinvestment Prepayment Date relating thereto, the Borrower shall prepay the Term Loans in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event.
(c) If, for any fiscal year of Borrower, the Borrower commencing with the fiscal year ending on or about December 2831, 19962008, there is any Excess Cash Flow, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% prepay the Term Loans in an amount equal to the ECF Percentage of such Excess Cash Flow to prepay Borrowings in accordance with paragraph on or before the 105th day following the end of such fiscal year.
(d) below If at any time after the Closing Date, any Group Member receives any Specified Securitization Proceeds, (i) the Borrower shall prepay the Term Loans on the third Business Day following the date of such transaction in an amount equal to 50% of the Net Cash Proceeds thereof and (ii) deliver to the Administrative Agent unless a certificate signed by any Financial Officer Reinvestment Notice shall be delivered in respect of the Borrower setting forth the amount, if any, remaining 50% of Excess such Net Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit CommitmentsProceeds, the Borrower shall repay or further prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, Term Loans on the third Business Day following the date of such termination. In transaction in an amount equal to the event remaining 50% of any partial reduction of the Revolving Credit Commitmentssuch Net Cash Proceeds, and if such a Reinvestment Notice has been delivered, then on each Reinvestment Prepayment Date relating thereto, the Borrower shall prepay the Term Loans in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event.
(e) If at any time after the Closing Date any Group Member enters into any sale-leaseback transaction permitted by Section 8.11, (i) at or prior to the effective Borrower shall prepay the Term Loans on the third Business Day following the date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders transaction in an amount equal to 50% of the Aggregate Revolving Credit Exposure after giving effect thereto Net Cash Proceeds thereof and (ii) if unless a Reinvestment Notice shall be delivered in respect of the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to remaining 50% of such reduction or terminationNet Cash Proceeds, then the Borrower shall, shall further prepay the Term Loans on the third Business Day following the date of such reduction transaction in an amount equal to the remaining 50% of such Net Cash Proceeds, and if such a Reinvestment Notice has been delivered, then on each Reinvestment Prepayment Date relating thereto, the Borrower shall prepay the Term Loans in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event.
(f) If at any time after the Closing Date, the aggregate Revolving Extensions of Credit then outstanding exceed the Revolving Commitments then in effect, the Borrower (without notice or terminationdemand) shall immediately prepay outstanding Swingline Loans or Revolving Loans (or, repay if no Swingline Loans or prepay Revolving Credit Borrowings or cash-collateralize Loans are outstanding, Cash Collateralize outstanding Letters of Credit Credit) in an amount sufficient to eliminate any such excess.
(cg) The Borrower Mandatory prepayments of Term Loans shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed be applied first to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds Base Rate Loans to the prepayment of full extent thereof and then to Eurodollar Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed accompanied by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior accrued interest to the date of such prepayment, a notice prepayment on the amount prepaid. Each such prepayment shall be credited to prepay in direct order of such prepayment. Such certificate shall also describe in reasonable detail maturity the facts unpaid amounts due on the next eight scheduled quarterly installments of the Term Loans and circumstances giving rise thereafter to the applicable prepayment event and a reasonably detailed calculation remaining scheduled quarterly installments of the Net Proceeds therefromTerm Loans on a pro rata basis.
Appears in 3 contracts
Samples: Credit Agreement (Adesa California, LLC), Credit Agreement (Auto Disposal of Memphis, Inc.), Credit Agreement (Carbuyco, LLC)
Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower If any Indebtedness shall be issued or incurred by any Group Member (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (dg) below and (ii) deliver thereof), an amount equal to the Administrative Agent a certificate signed by any Financial Officer 100% of the Borrower setting Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detailSection 2.11(d).
(b) In the event of If on any termination of all the Pre-Merger Revolving Credit Commitments date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Post-Merger Revolving Credit CommitmentsRecovery Event then, the Borrower unless a Reinvestment Notice shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowingsbe delivered in respect thereof, respectively, on the date such Net Cash Proceeds shall be applied within three (3) Business Days of such termination. In date toward the event of any partial reduction prepayment of the Revolving Credit CommitmentsTerm Loans as set forth in Section 2.11(d); provided, then that, notwithstanding the foregoing, (i) at or prior the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to the effective date a Reinvestment Notice shall not exceed $5,000,000 in any Fiscal Year of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if on each Reinvestment Prepayment Date, an amount equal to the Aggregate Revolving Credit Exposure would exceed Reinvestment Prepayment Amount with respect to the Total Revolving Credit Commitment after giving effect to such reduction or terminationrelevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(d).
(c) If, then for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the date of such reduction or terminationrelevant Excess Cash Flow Application Date (as defined below), repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in apply an amount sufficient (the “ECF Application Amount”) equal to eliminate (i)(A) such excess.
Excess Cash Flow multiplied by (cB) The Borrower the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall apply 100% not be deducted in any subsequent calculation of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such termExcess Cash Flow) to prepay Borrowings in accordance with paragraph the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (d) below; provided, however, thator during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in the which case such amount shall not be deducted in any subsequent calculation of Net Proceeds from an Equity IssuanceExcess Cash Flow), (x) the Borrower shall only be required to apply 50% of such Net Proceeds to toward the prepayment of the Term Loans if immediately prior to receipt thereof as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% earlier of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer the financial statements of the Borrower becomes aware that referred to in Section 6.1(a), for the Fiscal Year with respect to which such prepayment will is made, are required to be made delivered to the Lenders and (Bii) the date that is three Business Days prior such financial statements are actually delivered.
(d) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail prepayment on the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromamount prepaid.
Appears in 3 contracts
Samples: Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (Sugarloaf Gwinnett Entertainment Company, L.P.)
Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower If any Indebtedness shall be issued or incurred by any Group Member (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (dg) below and (ii) deliver thereof), an amount equal to the Administrative Agent a certificate signed by any Financial Officer 100% of the Borrower setting Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detailSection 2.11(d).
(b) In the event of If on any termination of all the Pre-Merger Revolving Credit Commitments date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Post-Merger Revolving Credit CommitmentsRecovery Event then, the Borrower unless a Reinvestment Notice shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowingsbe delivered in respect thereof, respectively, on the date such Net Cash Proceeds shall be applied within three (3) Business Days of such termination. In date toward the event of any partial reduction prepayment of the Revolving Credit CommitmentsTerm Loans as set forth in Section 2.11(d); provided, then that, notwithstanding the foregoing, (i) at or prior the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to the effective date a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if on each Reinvestment Prepayment Date, an amount equal to the Aggregate Revolving Credit Exposure would exceed Reinvestment Prepayment Amount with respect to the Total Revolving Credit Commitment after giving effect to such reduction or terminationrelevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(d).
(c) If, then for any Fiscal Year of the Borrower commencing with the Fiscal Year ending January 29, 2012 there shall be Excess Cash Flow, the Borrower shall, on the date of such reduction or terminationrelevant Excess Cash Flow Application Date (as defined below), repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in apply an amount sufficient (the “ECF Application Amount”) equal to eliminate (i)(A) such excess.
Excess Cash Flow multiplied by (cB) The Borrower the relevant ECF Percentage minus (ii) the aggregate amount of all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such Fiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in which case such amount shall apply 100% not be deducted in any subsequent calculation of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such termExcess Cash Flow) to prepay Borrowings in accordance with paragraph the extent accompanying permanent optional reductions of the Revolving Commitments, or the Canadian Revolving Commitments, as the case may be, and all optional prepayments of the Term Loans during such Fiscal Year (d) below; provided, however, thator during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, in the which case such amount shall not be deducted in any subsequent calculation of Net Proceeds from an Equity IssuanceExcess Cash Flow), (x) the Borrower shall only be required to apply 50% of such Net Proceeds to toward the prepayment of the Term Loans if immediately prior to receipt thereof as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% earlier of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer the financial statements of the Borrower becomes aware that referred to in Section 6.1(a), for the Fiscal Year with respect to which such prepayment will is made, are required to be made delivered to the Lenders and (Bii) the date that is three Business Days prior such financial statements are actually delivered.
(d) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail prepayment on the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromamount prepaid.
Appears in 3 contracts
Samples: Credit Agreement (Dave & Busters Inc), Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (Dave & Busters Inc)
Mandatory Prepayments. (a) Not later than 100 days after Upon the end occurrence of each fiscal year any Equity Issuance by the Company or any of Borrowerits Subsidiaries resulting in Net Cash Proceeds in excess of $100,000, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75an amount equal to 60% of such Excess the Net Cash Flow to prepay Borrowings in accordance with paragraph Proceeds thereof shall be applied within ten (d10) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer Business Days of the Borrower setting forth date of such issuance toward the amount, if any, prepayment of Excess Cash Flow for such period the Term Loans and the calculation thereof, Revolving Loans as set forth in reasonable detailSection 2.23(c).
(b) In If on any date the event Company or any of its Subsidiaries shall receive Net Cash Proceeds from any termination Asset Sale, Purchase Price Refund or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof (within ten (10) Business Days of all the Pre-Merger Revolving Credit Commitments such Asset Sale, Purchase Price Refund or Post-Merger Revolving Credit CommitmentsRecovery Event), the Borrower such Net Cash Proceeds shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, be applied on the date of 11th Business Day following such termination. In Asset Sale, Purchase Price Refund or Recovery Event toward the event of any partial reduction prepayment of the Term Loans and the Revolving Credit CommitmentsLoans as set forth in Section 2.23(c); provided, then that, notwithstanding the foregoing, (i) at or prior the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to the effective date of such reduction, the Administrative Agent a Reinvestment Notice shall notify the Borrower and the Revolving Credit Lenders not exceed $250,000 in any fiscal year of the Aggregate Revolving Credit Exposure after giving effect thereto Company; and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationon each Reinvestment Prepayment Date, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient equal to eliminate such excessthe Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the payment of the Revolving Loans as set forth in Section 2.23(c).
(c) Amounts to be applied in connection with prepayments made pursuant to Section 2.23(a) and Section 2.23(b) shall be applied first, to the prepayment of the Term Loans, and second, to the prepayment of the Revolving Loans, but not the reduction of the Revolving Commitments. The Borrower application of any prepayment pursuant to this Section shall apply 100% be made, first, to Base Rate Loans, second, to Index Rate Loans, and, third, to LIBOR Loans. Each prepayment of Net Proceeds promptly upon its receipt thereof the Loans under this Section (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, except in the case of Net Proceeds from an Equity Issuance, (xRevolving Credit Loans that are Base Rate Loans and Swing Line Loans) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed accompanied by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior accrued interest to the date of such prepaymentprepayment on the amount prepaid.
(d) To the extent that the aggregate amount of outstanding Borrowing Base Obligations exceeds the Borrowing Base at any time, a notice and upon the Administrative Agent’s demand therefor, the Borrowers shall pay such excess amount by first prepaying the Revolving Loans, next prepaying amounts paid by the Issuing Bank under the Letters of such prepaymentCredit for which it has not been reimbursed by the Borrowers, and then providing cash collateral for the Letters of Credit, as specified below. Such certificate In the event that the Borrowers shall also describe in reasonable detail be required to provide cash collateral for the facts and circumstances giving rise Letters of Credit pursuant to the applicable prepayment event and a reasonably detailed calculation foregoing sentence, the Borrowers shall effect the same by paying to the Administrative Agent, for the benefit of the Net Proceeds therefromIssuing Bank, immediately available funds in an amount equal to the required amount, which funds shall be retained by the Administrative Agent, for the benefit of the Issuing Bank, in a cash collateral account until the earlier to occur of (1) the date the affected Letters of Credit shall have been terminated or cancelled, and (2) the date the aggregated amount of outstanding Borrowing Base Obligations no longer exceeds the Borrowing Base, at which time the cash collateral shall be paid to the Company.
(e) If the Administrative Agent determines, based on its review of the audited financial statements of the Company for its fiscal year ended on March 31, 2007, that EBITDA plus the Applicable Add-Backs for such fiscal year was less than $11,500,000, or if such audited financial statements are not delivered to the Administrative Agent within 30 days of the date on which they are due, the Borrowers shall, within 10 Business Days after the Administrative Agent makes a written demand therefor, prepay the Term Loans in an aggregate amount of $2,000,000.
Appears in 3 contracts
Samples: Loan and Security Agreement (Global Defense Technology & Systems, Inc.), Loan and Security Agreement (Global Defense Technology & Systems, Inc.), Loan and Security Agreement (Global Defense Technology & Systems, Inc.)
Mandatory Prepayments. (a) Not later than 100 days after If at any time the end aggregate Revolving Credit Exposure of each fiscal year of Borrowerall Lenders exceeds the Aggregate Revolving Commitment Amount, commencing with the fiscal year ending December 28, 1996as reduced pursuant to Section 2.8 or otherwise, the Borrower shall (i) calculate Excess Cash Flow for immediately repay the Swingline Loans and the Revolving Loans in an amount equal to such fiscal year excess, together with all accrued and apply 75% of unpaid interest on such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below excess amount and (ii) deliver any amounts due under Section 2.19. Each prepayment shall be applied as follows: first, to the Administrative Agent a certificate signed by any Financial Officer of Swingline Loans to the Borrower setting forth full extent thereof; second, to the amountBase Rate Loans to the full extent thereof; and third, if anyto the Eurodollar Loans to the full extent thereof. If, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Pre-Merger aggregate Revolving Credit Commitments or Post-Merger Exposure of all Lenders exceeds the Aggregate Revolving Credit CommitmentsCommitment Amount, the Borrower shall repay or prepay Cash Collateralize its reimbursement obligations with respect to all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient equal to eliminate such excessexcess plus any accrued and unpaid fees thereon.
(cb) The Borrower To the extent there are any additional mandatory prepayments required in connection with the incurrence of any Incremental Term Loans, such prepayments shall apply 100% be applied as follows: first, to the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of Net Proceeds promptly upon its receipt thereof (orthe Loan Documents; second, if applicableto 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, promptly upon any amounts being deemed pro rata to constitute Net Proceeds as provided in the definition Lenders and the Issuing Bank based on their respective pro rata shares of such term) fees and expenses; third, to prepay Borrowings in accordance with paragraph (d) below; providedinterest and fees then due and payable hereunder, however, that, in pro rata to the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% Lenders based on their respective pro rata shares of such Net Proceeds interest and fees; fourth, to the prepayment principal balance of the Incremental Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of the Incremental Term Loans, and applied to installments of the Incremental Term Loans if immediately prior in inverse order of maturity; fifth, to receipt thereof the Leverage Ratio is greater than 3.00 principal balance of the Swingline Loans, until the same shall have been paid in full, to 1.00 but not greater than 4.00 the Swingline Lender; sixth, to 1.00 the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; and 25% seventh, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such Net Proceeds to date plus any accrued and unpaid fees thereon. The Revolving Commitments of the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower Lenders shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed permanently reduced by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment any prepayments made pursuant to clauses fifth through seventh above, unless an Event of Default has occurred and (ii) not later than is continuing and the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromRequired Revolving Lenders so request.
Appears in 3 contracts
Samples: Credit Agreement (LendingTree, Inc.), Credit Agreement (LendingTree, Inc.), Credit Agreement (LendingTree, Inc.)
Mandatory Prepayments. (ai) Not later than 100 days If, after giving effect to any termination or reduction of the end of each fiscal year of BorrowerAggregate Maximum Credit Amounts pursuant to Section 2.06(b) or any reduction in the Aggregate Elected Commitment Amounts pursuant to Section 2.06(c), commencing with the fiscal year ending December 28total Revolving Credit Exposures exceeds the total Commitments, 1996, then the Borrower shall (iA) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay the Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of termination or reduction in an aggregate principal amount equal to such excess, and (B) if any partial reduction excess remains after prepaying all of the Revolving Credit CommitmentsBorrowings 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(d) or Section 8.13(c), if a Borrowing Base Deficiency shall result therefrom, then the Borrower shall eliminate such Borrowing Base Deficiency by electing to (iw) 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 the Borrower’s receipt of notice of the redetermined or adjusted Borrowing Base, (x) repay such Borrowing Base Deficiency in six (6) equal and consecutive monthly installments, the first installment being due and payable thirty (30) days after the Borrower’s receipt of notice of the redetermined or adjusted Borrowing Base, and each subsequent installment being due and payable on the same day in each of the five (5) subsequent calendar months, (y) provide additional Oil and Gas Properties or other collateral acceptable to each of the Lenders in their sole discretion (together with title information with respect thereto acceptable to the Administrative Agent) sufficient to increase the Borrowing Base by an amount at least equal to such Borrowing Base Deficiency within thirty (30) days after the Borrower’s receipt of notice of the redetermined or adjusted Borrowing Base; or (z) effect any combination of the foregoing clause (w), clause (x) and clause (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 effective date of Termination Date. The Borrower shall make such reduction, election in writing to the Administrative Agent shall notify within thirty (30) days after the Borrower’s receipt of notice of the redetermined or adjusted Borrowing Base. If a Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, the Borrower and shall pay to the Revolving Credit Lenders Administrative Agent on behalf of the Aggregate Revolving Credit Exposure after giving effect thereto and Lenders an amount equal to such Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j).
(iiiii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e) or Section 2.07(f) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationa Borrowing Base Deficiency shall result therefrom, then the Borrower shall, on shall (A) prepay the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an aggregate principal amount sufficient equal to eliminate such excess.
Borrowing Base Deficiency, and (cB) The Borrower shall apply 100% if any Borrowing Base Deficiency remains after prepaying all of Net Proceeds promptly upon its receipt thereof (orthe Borrowings as a result of an LC Exposure, if applicable, promptly upon any amounts being deemed pay to constitute Net Proceeds 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 the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00Section 2.08(j). The Borrower shall deliver 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, Liquidation.
(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 SOFR Borrowings then outstanding, and if more than one SOFR Borrowing is then outstanding, to each such SOFR Borrowing in order of priority beginning with the SOFR Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the SOFR 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 Administrative Agent (iLoans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) at the time of each prepayment required under this paragraph (c), a certificate signed shall be accompanied by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior accrued interest to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromextent required by Section 3.02.
Appears in 3 contracts
Samples: Credit Agreement (Vitesse Energy, Inc.), Credit Agreement (Vitesse Energy, Inc.), Credit Agreement (Vitesse Energy, Inc.)
Mandatory Prepayments. (a) Not later than 100 days If any Indebtedness shall be incurred or issued by the Borrower or any Restricted Subsidiary after the end Acquisition Effective Date (other than Excluded Indebtedness but including, for the avoidance of each fiscal year of Borrowerdoubt, commencing with the fiscal year ending December 28any Replacement Facility), 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75an amount equal to 100% of the Net Cash Proceeds thereof shall be applied promptly upon such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to incurrence or issuance toward the Administrative Agent a certificate signed by any Financial Officer prepayment of the Borrower setting Loans as set forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detailSection 4.2(f).
(b) In If on any date after the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, Acquisition Effective Date the Borrower or any Restricted Subsidiary shall repay receive Net Cash Proceeds from any Asset Sale or prepay all Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within five (5) Business Days of such date toward the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowingsprepayment of the Loans as set forth in Section 4.2(f); provided that, respectivelynotwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the date of such termination. In Reinvestment Prepayment Amount with respect to the event of any partial reduction relevant Reinvestment Event shall be applied toward the prepayment of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit Loans as set forth in an amount sufficient to eliminate such excessSection 4.2(f).
(c) The Borrower shall, on each Excess Cash Flow Application Date commencing with the Excess Cash Flow Application Date applicable to the fiscal year of the Borrower ending December 31, 2016, apply the ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) voluntary prepayments of the Loans (including the Term Loans but excluding prepayments of the Revolving Facility to the extent there is not an equivalent permanent reduction in commitments thereunder) and Dutch Auction purchases of Term Loans pursuant to Section 11.6(j) to the extent of cash payments by the Borrower in connection therewith, in each case made with Internally Generated Cash during such Excess Cash Flow Payment Period toward the prepayment of the Loans as set forth in Section 4.2(f); provided that with respect to the fiscal year period ending on December 31, 2016, (i) such calculation of Excess Cash Flow shall be pro rated to reflect the portion of Excess Cash Flow attributable to the period commencing on the Acquisition Effective Date and ending on December 31, 2016 and (ii) notwithstanding any such calculation hereunder, the aggregate amount of any mandatory prepayment under this Section 4.2(c) with respect to the fiscal year ending December 31, 2016 shall not exceed $75,000,000. Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) days after the date on which the financial statements referred to in Section 7.1(a) for the fiscal year of the Borrower with respect to which such prepayment is made are required to be delivered to the Lenders.
(d) Notwithstanding the foregoing, the Borrower will not be required to prepay the Loans pursuant to clause (b) with respect to any Net Cash Proceeds from any Asset Sale or Recovery Event or pursuant to clause (c) with respect to any Excess Cash Flow for the related Excess Cash Flow Payment Period, in each case attributable to a Foreign Subsidiary to the extent (i) the repatriation of such Net Cash Proceeds or Excess Cash Flow is prohibited by applicable local law from being repatriated so long, but only so long, as the applicable local law will not permit such repatriation (the Borrower hereby agreeing to use commercially reasonably efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation) or (ii) the repatriation of such Net Cash Proceeds or Excess Cash Flow from such Foreign Subsidiary would result in material adverse consequence with respect to Taxes, fees or similar impositions of Governmental Authorities (including any actual cash Tax liability of more than $10,000,000 owed to any Governmental Authorities that would be incurred in connection with such mandatory prepayment provisions, as determined after utilizing any of the Borrower’s available net operating losses or other available Tax attributes); provided that in the event the Borrower is required to make a payment of Net Cash Proceeds or Excess Cash Flow attributable to a Foreign Subsidiary, such payment shall be made as soon as practicable based on applicable legal, regulatory or commercial restraints after the Borrower becomes aware that such repatriation would not be prohibited by applicable local law or result in material adverse consequences with respect to Taxes, fees or similar impositions of Governmental Authorities.
(e) In the event that the Collateral Agent delivers written notice to the Escrow Agent pursuant to Section 3(d) of the Escrow Agreement, the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto shall be immediately due and payable, and the Administrative Agent shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in all proceeds received from the definition of such term) to prepay Borrowings Escrow Account in accordance with paragraph Section 4.2 and Section 4.8; provided that if the amount of the Escrow Property is less than the amount required to prepay the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto in full on such date, the Borrower will deliver to the Administrative Agent, on the date of such prepayment, an amount equal to such deficiency.
(df) belowAmounts to be applied in connection with prepayments made pursuant to Section 4.2 (a)-(e) shall be applied, without premium or penalty (other than in connection with a Repricing Event) first, to the prepayment of the Term Loans in accordance with Section 4.8 and, second, to prepay the Revolving Loans without any permanent reduction of the Revolving Commitments, in each case on a pro rata basis. The application of any prepayment pursuant to this Section 4.2 shall be made, first, to ABR Loans and, second, to Eurocurrency Loans. Each prepayment of the Loans under this Section 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid, and any premium applicable thereto under Section 4.1(b); provided, howeverfurther, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 4.11.
(g) Each Term Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery, facsimile transmission or PDF attachment to an e-mail) at least one Business Day prior to the required prepayment date, to decline all or any portion of any mandatory prepayment pursuant to Section 4.2(a)-(e) of its Loans (such declined prepayment amounts, “Declined Prepayments”) other than any prepayment from the proceeds of any Replacement Facility, in which case (i) such Declined Prepayments shall be applied pro rata to all Term Loans of each Term Lender that did not elect to decline such prepayment, and (ii) to the extent of any excess, such Declined Prepayments shall be retained by the Borrower.
(h) If at any time, (i) other than as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, with respect to those Revolving Extensions of Credit denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Revolving Extension of Credit) exceeds the Total Revolving Commitments or (B) the sum of the aggregate principal Dollar Amount of all of the outstanding L/C Exposures and Revolving Credit Exposures denominated in Foreign Currencies (the “Foreign Currency Exposure”) (so calculated), as of the most recent Computation Date with respect to each such Revolving Extension of Credit exceeds the Foreign Currency Sublimit or (ii) solely as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Extensions of Credit (so calculated) exceeds 105% of the Total Revolving Commitments or (B) the Foreign Currency Exposure, as of the most recent Computation Date with respect to each such Revolving Extension of Credit, exceeds 105% of the Foreign Currency Sublimit, the Borrower shall in each case immediately repay Revolving Loans or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to the Administrative Agent, as applicable, in an aggregate principal amount sufficient to cause (x) the aggregate Dollar Amount of all Revolving Extensions of Credit (so calculated) to be less than or equal to the Total Revolving Commitments and (y) the Foreign Currency Exposure to be less than or equal to the Foreign Currency Sublimit, as applicable, provided that, in the case of Net Proceeds from an Equity Issuanceprepayments of Revolving Loans, (x) if the Borrower shall only be required to apply 50% aggregate principal amount of such Net Proceeds to the prepayment of Revolving Loans if immediately prior to receipt thereof the Leverage Ratio then outstanding is greater less than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and excess (ii) not later than because L/C Obligations constitute a portion thereof), the later of (A) Borrower shall, to the date on which a Responsible Officer extent of the Borrower becomes aware that balance of such prepayment will be made excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and (B) the date that is three Business Days prior conditions reasonably satisfactory to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromAdministrative Agent.
Appears in 3 contracts
Samples: Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp)
Mandatory Prepayments. (a) Not Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness (excluding any Indebtedness incurred in accordance with Section 7.2) shall be incurred by the Borrower or any Restricted Subsidiary, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied not later than 100 days one Business Day after the end date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.12(d).
(b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any Restricted Subsidiary shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied not later than five Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that, notwithstanding the foregoing, (i) on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (ii) on the date (the “Trigger Date”) that is six months after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date.
(c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Borrower, the Borrower commencing with the fiscal year ending December 28March 31, 19962010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) the Excess Cash Flow Percentage of such Excess Cash Flow minus (ii) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year to the extent accompanied by permanent optional reductions of the Revolving Commitments, and all optional prepayments of Term Loans during such fiscal year (other than optional prepayments pursuant to Section 2.11(c)), in each case other than to the extent any such prepayment is funded with the proceeds of long-term Indebtedness, toward the prepayment of Term Loans as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten days after the date on which the financial statements referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders.
(d) Amounts to be applied in connection with prepayments pursuant to this Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b) until paid in full. In connection with any mandatory prepayments by the Borrower of the Term Loans pursuant to Section 2.12, such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans; provided that if no Lender exercises the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurocurrency Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.21. Each prepayment of the Term Loans under this Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.
(e) Notwithstanding anything to the contrary in Section 2.12(d) or 2.18, with respect to the amount of any mandatory prepayment pursuant to this Section 2.12 that is allocated to Tranche B Term Loans and Tranche C Term Loans (such amount, the “Tranche B Prepayment Amount”), at any time when Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans and Tranche C Term Loans as provided in paragraph (d) above, on the date specified in this Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Term Lender (which, for avoidance of doubt, includes each New Term Lender) and Tranche C Term Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender and Tranche C Term Lender a Prepayment Option Notice, which shall be in the form of Exhibit I (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay, on the date (each a “Mandatory Prepayment Date”) that is ten Business Days after the date of the Prepayment Option Notice, the relevant Term Loans of such Lender by an amount equal to the portion of the Tranche B Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Tranche B Term Loans and Tranche C Term Loans. Each Tranche B Term Lender and Tranche C Term Lender may reject all or a portion of its Tranche B Prepayment Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York time) one Business Day after such Tranche B Term Lender’s or Tranche C Term Lender’s receipt of the Prepayment Option Notice (which notice shall specify the principal amount of the Tranche B Prepayment Amount to be rejected by such Lender); provided that any Tranche B Term Lender’s or Tranche C Term Lender’s failure to so reject such Tranche B Prepayment Amount shall be deemed an acceptance by such Tranche B Term Lender or Tranche C Term Lender of such Prepayment Option Notice and the amount to be prepaid in respect of Term Loans held by such Tranche B Term Lender or Tranche C Term Lender. On the Mandatory Prepayment Date, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year pay to the relevant Tranche B Term Lenders and apply 75% of such Excess Cash Flow Tranche C Term Lenders the aggregate amount necessary to prepay Borrowings that portion of the outstanding relevant Term Loans in accordance with paragraph respect of which such Lenders have (dor are deemed to have) below accepted prepayment as described above and (ii) deliver prepay outstanding Tranche A Term Loans in an aggregate amount equal to the Administrative Agent a certificate signed amounts declined by Tranche B Term Lenders and Tranche C Term Lenders as described above; provided that, upon the making of such prepayments, any Financial Officer amount remaining unapplied (i.e., after the payment in full of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(bTranche A Term Loans) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior be returned to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excessBorrower.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.
Appears in 3 contracts
Samples: Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp)
Mandatory Prepayments. (a) Not Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness (excluding any Indebtedness incurred in accordance with Section 7.2) shall be incurred by the Borrower or any Restricted Subsidiary, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied not later than 100 days one Business Day after the end date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.12(d).
(b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any Restricted Subsidiary shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied not later than five Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that, notwithstanding the foregoing, (i) on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (ii) on the date (the “Trigger Date”) that is six months after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date.
(c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Borrower, the Borrower commencing with the fiscal year ending December 28March 31, 19962010, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) the Excess Cash Flow Percentage of such Excess Cash Flow minus (ii) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year to the extent accompanied by permanent optional reductions of the Revolving Commitments, and all optional prepayments of Term Loans during such fiscal year (other than optional prepayments pursuant to Section 2.11(c)), in each case other than to the extent any such prepayment is funded with the proceeds of long-term Indebtedness, toward the prepayment of Term Loans as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten days after the date on which the financial statements referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders.
(d) Amounts to be applied in connection with prepayments pursuant to this Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b) until paid in full. In connection with any mandatory prepayments by the Borrower of the Term Loans pursuant to Section 2.12, such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans; provided that if no Lender exercises the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurocurrency Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.21. Each prepayment of the Term Loans under this Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.
(e) Notwithstanding anything to the contrary in Section 2.12(d) or 2.18, with respect to the amount of any mandatory prepayment pursuant to this Section 2.12 that is allocated to Tranche B Term Loans (such amount, the “Tranche B Prepayment Amount”), at any time when Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans as provided in paragraph (d) above, on the date specified in this Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Term Lender (which, for avoidance of doubt, includes each New Term Lender) a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender a Prepayment Option Notice, which shall be in the form of Exhibit I (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay, on the date (each a “Mandatory Prepayment Date”) that is ten Business Days after the date of the Prepayment Option Notice, the relevant Term Loans of such Lender by an amount equal to the portion of the Tranche B Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Tranche B Term Loans. Each Tranche B Term Lender may reject all or a portion of its Tranche B Prepayment Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York time) one Business Day after such Tranche B Term Lender’s receipt of the Prepayment Option Notice (which notice shall specify the principal amount of the Tranche B Prepayment Amount to be rejected by such Lender); provided that any Tranche B Term Lender’s failure to so reject such Tranche B Prepayment Amount shall be deemed an acceptance by such Tranche B Term Lender of such Prepayment Option Notice and the amount to be prepaid in respect of Term Loans held by such Tranche B Term Lender. On the Mandatory Prepayment Date, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow pay to the relevant Tranche B Term Lenders the aggregate amount necessary to prepay Borrowings that portion of the outstanding relevant Term Loans in accordance with paragraph respect of which such Lenders have (dor are deemed to have) below accepted prepayment as described above and (ii) deliver prepay outstanding Tranche A Term Loans in an aggregate amount equal to the Administrative Agent a certificate signed amounts declined by Tranche B Term Lenders as described above; provided that, upon the making of such prepayments, any Financial Officer amount remaining unapplied (i.e., after the payment in full of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(bTranche A Term Loans) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior be returned to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excessBorrower.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.
Appears in 3 contracts
Samples: Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp)
Mandatory Prepayments. (a) Not Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness (excluding any Indebtedness incurred in accordance with Section 7.2, other than Permitted Refinancing Obligations in respect of Term Loans) shall be incurred by the Borrower or any Restricted Subsidiary, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied not later than 100 days one Business Day after the end date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.12(d).
(b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any Restricted Subsidiary shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied not later than 10 Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that, notwithstanding the foregoing, (i) on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (ii) on the date (the “Trigger Date”) that is six months after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date.
(c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Borrower, the Borrower commencing with the fiscal year ending December 28March 31, 19962014, the Borrower there shall (i) calculate be Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amountFlow, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date relevant Excess Cash Flow Application Date, apply an amount equal to (i) the Excess Cash Flow Percentage of such reduction or terminationExcess Cash Flow minus (ii) the aggregate amount of all prepayments of Revolving Loans to the extent accompanied by permanent optional reductions of the Revolving Commitments, repay or prepay Revolving Credit Borrowings or cashand all optional prepayments of Term Loans (x) during such fiscal year (which, in any event, shall not include any designated prepayment pursuant to clause (y) below) and (y) during the period beginning with the day following the last day of such fiscal year and ending on the Excess Cash Flow Application Date and stated by the Borrower to be prepaid pursuant to this Section 2.12(c)(ii)(y), in each case other than to the extent any such prepayment is funded with the proceeds of long-collateralize outstanding Letters term Indebtedness, toward the prepayment of Credit Term Loans as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an amount sufficient “Excess Cash Flow Application Date”) no later than ten days after the date on which the financial statements referred to eliminate in Section 6.1(a), for the fiscal year with respect to which such excessprepayment is made, are required to be delivered to the Lenders.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, Amounts to be applied in the case of Net Proceeds from an Equity Issuance, (x) the Borrower connection with prepayments pursuant to this Section 2.12 shall only be required to apply 50% of such Net Proceeds applied to the prepayment of the Term Loans if immediately prior in accordance with Section 2.18(b) until paid in full. In connection with any mandatory prepayments by the Borrower of the Term Loans pursuant to receipt thereof this Section 2.12, such prepayments shall be applied on a pro rata basis to the Leverage Ratio is greater than 3.00 then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans and with respect to 1.00 but not greater than 4.00 prepayments pursuant to 1.00 and 25% of Section 2.12(b) such Net Cash Proceeds may be applied, along with such prepayment of Term Loans (to the extent the Borrower elects, or is required by the terms thereof), to purchase, redeem or repay any Pari Passu Debt, pursuant to the agreements governing such other Indebtedness, on not more than a pro rata basis with respect to such prepayments of Term Loans; provided that if no Lender exercises the right to waive a given mandatory prepayment of the Term Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 pursuant to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (cSection 2.12(e), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of then, with respect to such mandatory prepayment, the amount of such mandatory prepayment and (ii) not later than shall be applied first to Term Loans that are ABR Loans to the later full extent thereof before application to Term Loans that are Eurocurrency Loans in a manner that minimizes the amount of (A) any payments required to be made by the date on which a Responsible Officer Borrower pursuant to Section 2.21. Each prepayment of the Borrower becomes aware that such prepayment will Term Loans under this Section 2.12 shall be made and (B) the date that is three Business Days prior accompanied by accrued interest to the date of such prepayment on the amount prepaid.
(e) Notwithstanding anything to the contrary in Section 2.12 or 2.18, with respect to the amount of any mandatory prepayment pursuant to Section 2.12(b) or (c) that is allocated to Tranche B Term Loans (such amount, the “Tranche B Prepayment Amount”), the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans as provided in paragraph (d) above, on the date specified in this Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Term Lender (which, for avoidance of doubt, includes each New Term Lender and Extended Lender holding Tranche B Term Loans) a notice (each, a “Tranche B Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender a Tranche B Prepayment Option Notice, which shall be in the form of Exhibit I (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay, on the date (each a “Tranche B Mandatory Prepayment Date”) that is ten Business Days after the date of the Tranche B Prepayment Option Notice, the Tranche B Term Loans of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise Lender by an amount equal to the applicable prepayment event and a reasonably detailed calculation portion of the Net Proceeds therefromTranche B Prepayment Amount indicated in such Lender’s Tranche B Prepayment Option Notice as being applicable to such Lender’s Tranche B Term Loans. Each Tranche B Term Lender may reject all or a portion of its Tranche B Prepayment Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York City time) five Business Days after such Tranche B Term Lender’s receipt of the Tranche B Prepayment Option Notice (which notice shall specify the principal amount of the Tranche B Prepayment Amount to be rejected by such Lender) (such rejected amounts collectively, the “Declined Tranche B Amount”); provided that any Tranche B Term Lender’s failure to so reject such Tranche B Prepayment Amount shall be deemed an acceptance by such Tranche B Term Lender of such Tranche B Prepayment Option Notice and the amount to be prepaid in respect of Tranche B Term Loans held by such Tranche B Term Lender. On the Tranche B Mandatory Prepayment Date, the Borrower shall pay to the relevant Tranche B Term Lenders the aggregate amount necessary to prepay that portion of the outstanding Tranche B Term Loans in respect of which such Lenders have (or are deemed to have) accepted prepayment as described above. If there are (1) any Tranche A Term Loans then outstanding and (2) any Declined Tranche B Amounts in respect of a Tranche B Prepayment Option Notice, on the Business Day following the applicable Tranche B Mandatory Prepayment Date the Borrower shall give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche A Term Lender (which, for avoidance of doubt, includes each New Term Lender and Extended Lender holding Tranche A Term Loans) a notice (each, a “Tranche A Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche A Term Lender a Tranche A Prepayment Option Notice, which shall be in the form of Exhibit I (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay, on the date (each a “Tranche A Mandatory Prepayment Date”) that is ten Business Days after the date of the Tranche A Prepayment Option Notice, the Tranche A Term Loans of such Lender by an amount equal to the portion of the Declined Tranche B Amount indicated in such Lender’s Tranche A Prepayment Option Notice as being applicable to such Lender’s Tranche A Term Loans. Each Tranche A Term Lender may reject all or a portion of its Declined Tranche B Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York City time) five Business Days after such Tranche A Term Lender’s receipt of the Tranche A Prepayment Option Notice (which notice shall specify the principal amount of its Declined Tranche B Amount to be rejected by such Lender) (such rejected amounts collectively, the “Declined Tranche A Amount”); provided that any Tranche A Term Lender’s failure to so reject such Declined Tranche B Amount shall be deemed an acceptance by such Tranche A Term Lender of such Tranche A Prepayment Option Notice and the amount to be prepaid in respect of Tranche A Term Loans held by such Tranche A Term Lender. On the Tranche A Mandatory Prepayment Date, the Borrower shall pay to the relevant Tranche A Term Lenders the aggregate amount necessary to prepay that portion of the outstanding Tranche A Term Loans in respect of which such Lenders have (or are deemed to have) accepted prepayment as described above.
(f) If, on any date, the aggregate Revolving Extensions of Credit would exceed the aggregate Revolving Commitments (including as a result of any revaluation of the Dollar Equivalent of the L/C Obligations on any Revaluation Date in accordance with Section 1.4), the Borrower shall promptly prepay Revolving Loans in an aggregate principal amount equal to such excess and/or pay to the Administrative Agent an amount of cash and/or Cash Equivalents and/or Permitted Liquid Investments equal to the aggregate principal amount equal to such excess to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent.
(g) Notwithstanding any other provision of this Section 2.12, a Lender may, at its option, and if agreed by the Borrower, in connection with any prepayment of Tranche B Term Loans pursuant to Section 2.12(a), exchange such Lender’s portion of the Tranche B Term Loan to be prepaid for Rollover Indebtedness, in lieu of such Lender’s pro rata portion of such prepayment (and any such Tranche B Term Loans so exchanged shall be deemed repaid for all purposes under the Loan Documents).
Appears in 2 contracts
Samples: Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp)
Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Upon the receipt by Equistar or any of its Subsidiaries (other than a Joint Venture Subsidiary) of Net Cash Flow for such fiscal year and apply 75% Proceeds in respect of such Excess Cash Flow any Prepayment Event, the Borrowers shall prepay the Loans in an amount equal to prepay Borrowings in accordance with paragraph the lesser of (di) below the outstanding principal amount of the Loans and (ii) deliver such Net Cash Proceeds in accordance with (and subject to) subsection (c) below. Each such prepayment shall be required to be made not later than the Administrative Agent a certificate signed by third Business Day following receipt of such Net Cash Proceeds; provided that if the Net Cash Proceeds in respect of any Financial Officer Prepayment Event arising from an Asset Sale of Collateral or receipt of Major Casualty Proceeds are less than $10,000,000, no such prepayment shall be required until the Borrower setting forth amount of such Net Cash Proceeds, together with the amountamount of all other Net Cash Proceeds in respect of Prepayment Events arising from Asset Sales of Collateral or receipt of Major Casualty Proceeds in respect of which no prepayment under this subsection (b) shall have theretofore been made because such Net Cash Proceeds aggregated less than $10,000,000, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detailare equal to at least $10,000,000.
(bii) In If at any date the event Total Outstandings exceed the Maximum Facility Availability calculated as of any termination of all such date, then not later than the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitmentsnext succeeding Business Day, the Borrower Borrowers shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction be required to take one of the Revolving Credit Commitmentsfollowing actions (as elected by the Borrowers): (A) prepay the Loans, then (iB) at deposit cash in the Cash Collateral Account or prior (C) a combination of (A) and (B), in each case in an amount equal to such excess so that the Total Outstandings no longer exceed the Maximum Facility Availability. So long as either (x) no Default exists or (y) Total Outstandings are zero, any cash so deposited shall be released to the effective date of such reductionBorrowers if and to the extent that Total Outstandings, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationrelease, then would not exceed the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excessMaximum Facility Amount.
(ciii) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (orDuring each Sweep Period, if applicable, promptly upon any all amounts being deemed to constitute Net Proceeds as provided collected in the definition Sweep Account will be applied to the repayment of such term) to prepay Borrowings Loans in accordance with paragraph (dand subject to) subsection (c) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.
Appears in 2 contracts
Samples: Credit Agreement (Equistar Chemicals Lp), Credit Agreement (Lyondell Chemical Co)
Mandatory Prepayments. (a) Not later than 100 days Unless the Required Lenders shall otherwise agree, if any Indebtedness (excluding any Indebtedness incurred in accordance with Section 7.2) shall be incurred by a Borrower or any of its Restricted Subsidiaries an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.12(d).
(b) Unless the Required Lenders shall otherwise agree, if on any date a Borrower or any Subsidiary Guarantor shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that notwithstanding the foregoing, on the date (the “Trigger Date”) that is six months after the end applicable Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of each any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date; provided further that such Net Cash Proceeds may be applied, along with such prepayment of Term Loans (to the extent the Borrowers elect, or are required by the terms thereof), to purchase, redeem or repay any Permitted First Priority Refinancing Debt, pursuant to the agreements governing such other Indebtedness, on not more than a pro rata basis with respect to such prepayments of Term Loans.
(c) Unless the Required Lenders shall otherwise agree, if, for any fiscal year of Borrower, Holdings commencing with the fiscal year ending December 28on or nearest to January 31, 19962015, there shall be Excess Cash Flow, the Borrower shall Borrowers shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) calculate the Excess Cash Flow for such fiscal year and apply 75% Percentage of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and minus (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later sum of (A) the date on which a Responsible Officer aggregate amount of all prepayments or cash collateralization of ABL Indebtedness during such fiscal year or, at the Borrowers’ option and without duplication across fiscal years, after such fiscal year but prior to the Excess Cash Flow Application Date, to the extent accompanied by permanent optional reductions of the Borrower becomes aware that such prepayment will be made commitments under the ABL Facility and (B) all optional prepayments of the Term Loans during such fiscal year or, at the Borrowers’ option and without duplication across fiscal years, after such fiscal year but prior to the Excess Cash Flow Application Date, pursuant to Section 2.11(a) and Section 2.27 and all optional prepayments or repurchases of Permitted First Priority Refinancing Debt during such fiscal year or, at the Borrowers’ option and without duplication across fiscal years, after such fiscal year but prior to the Excess Cash Flow Application Date (with the amount of Term Loans prepaid pursuant to Section 2.27 or Permitted First Priority Refinancing Debt being prepaid or repurchased being equal to the lesser of the aggregate principal amount thereof and the cash purchase price therefor), in each case other than to the extent any such prepayment is funded with the proceeds of new long-term Indebtedness, toward the prepayment of the Term Loans as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten Business Days after the date that on which the financial statements of Holdings referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is three Business Days prior made, are required to be delivered to the Lenders.
(d) Amounts to be applied in connection with prepayments pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b) until paid in full. The application of any prepayment pursuant to Section 2.12 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Term Loans under Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.
(e) Notwithstanding anything to the contrary in Section 2.12(d), 2.18 or 10.7, with respect to the amount of any mandatory prepayment described in Section 2.12 that is allocated to Term Loans (which, for avoidance of doubt, includes any New Term Loans) (such amounts, the “Prepayment Amount”), at any time when Term Loans remain outstanding, the Borrowers will, in lieu of applying such amount to the prepayment of Term Loans as provided in paragraph (d) above, on the date specified in Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Term Lender (which, for avoidance of doubt, includes each New Term Lender) a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrowers, the Administrative Agent will send to each Term Lender a Prepayment Option Notice, which shall be in the form of Exhibit J (or such other form approved by the Administrative Agent), and shall include an offer by the Borrowers to prepay on the date (each a “Mandatory Prepayment Date”) that is ten Business Days after the date of the Prepayment Option Notice, the relevant Term Loans of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise Lender by an amount equal to the applicable prepayment event and a reasonably detailed calculation portion of the Net Proceeds therefromPrepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Term Loans. On the Mandatory Prepayment Date, the Borrowers shall pay to the relevant Term Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans in respect of which such Lenders have accepted (it being understood that any Lender’s failure to object prior to the relevant Mandatory Prepayment Date shall be deemed as an acceptance by such Lender of such Prepayment Option Notice and the amount to be prepaid in respect of Term Loans held by such Lender) prepayment as described above; provided that, following such offer and application, any amount remaining unapplied shall be offered by the Administrative Agent ratably to the Term Lenders not so declining such prepayment as a further prepayment hereunder (with such Lenders having the right to accept or decline such further prepayment at the time and in the manner specified by the Administrative Agent) and, to the extent such Term Lenders decline to accept further prepayment, any amount remaining unapplied (collectively, the “Declined Amounts”) shall be returned to the Borrowers. Notwithstanding anything herein to the contrary, the Lenders shall not be permitted to decline proceeds from any Credit Agreement Refinancing Indebtedness.
(f) Notwithstanding any other provisions of this Section 2.12, (i) to the extent that the repatriation to the United States of any Excess Cash Flow attributable to Foreign Subsidiaries (“Foreign Subsidiary Excess Cash Flow”) would be (x) prohibited or delayed by applicable local law or (y) restricted by applicable organizational documents or (z) prohibited, delayed or restricted any agreement permitted by Section 7.13, an amount equal to the portion of such Foreign Subsidiary Excess Cash Flow that would be so affected were the Borrowers to attempt to repatriate such cash will not be required to be applied to repay Term Loans at the times provided in this Section 2.12 so long, but only so long, as the applicable local law or applicable organizational documents would not otherwise permit repatriation to the United States (the Borrowers hereby agree to use all commercially reasonable efforts to overcome or eliminate any such restrictions on repatriation, even if the Borrowers do not intend to actually repatriate such cash, so that an amount equal to the full amount of such Foreign Subsidiary Excess Cash Flow will otherwise be subject to repayment under this Section 2.12), and if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any of such affected Foreign Subsidiary Excess Cash Flow is permissible under the applicable local law or applicable organizational documents (even if such cash is actually not repatriated), an amount equal to the amount of the Foreign Subsidiary Excess Cash Flow that could be repatriated will be promptly (and in any event not later than two Business Days) applied (net of an amount equal to the additional taxes that would be payable or reserved against as a result of a repatriation and any additional costs that would be incurred as a result of a repatriation, whether or not a repatriation actually occurs) by the Borrowers to the repayment of the Term Loans pursuant to this Section 2.12 and (ii) to the extent that the Borrowers have determined in good faith that repatriation of any Foreign Subsidiary Excess Cash Flow would have adverse tax cost consequences with respect to such Foreign Subsidiary Excess Cash Flow, an amount equal to such Foreign Subsidiary Excess Cash Flow that would be so affected will not be subject to repayment under this Section 2.12; provided that for purposes of this Section 2.12, Excess Cash Flow shall be deemed allocable to each Foreign Subsidiary, with respect to any period, in an amount equal to (i) the Consolidated EBITDA of such Foreign Subsidiary for such period, divided by (ii) the Consolidated EBITDA of Holdings and its Restricted Subsidiaries for such period (it being understood and agreed for the avoidance of doubt that such allocation shall exclude any reduction from interest and principal payments in respect of the Obligations). For the avoidance of doubt, nothing in this Agreement requires, or is intended to require, any actual repatriation of any Foreign Subsidiary Excess Cash Flow.
Appears in 2 contracts
Samples: Credit Agreement (Vince Holding Corp.), Credit Agreement (Apparel Holding Corp.)
Mandatory Prepayments. (a) Not Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness (excluding any Indebtedness incurred in accordance with Section 7.2) shall be incurred by Holdings or any of its Restricted Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied not later than 100 days one Business Day after the end date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.12(d).
(b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date any Loan Party shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied not later than five Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that notwithstanding the foregoing, (x) on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (y) on the date (the “Trigger Date”) that is one year after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date.
(c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Borrower, Holdings commencing with the fiscal year ending December 28September 30, 19962012, there shall be Excess Cash Flow, Holdings shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) the Excess Cash Flow Percentage of such Excess Cash Flow minus (ii) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year to the extent accompanied by permanent optional reductions of the Revolving Commitments and all optional prepayments of the Term Loans during such fiscal year, in each case other than to the extent any such prepayment is funded with the proceeds of new long-term Indebtedness, toward the prepayment of the Term Loans as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten days after the date on which the financial statements of Holdings referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders.
(d) Amounts to be applied in connection with prepayments pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b) until paid in full. The application of any prepayment pursuant to Section 2.12 shall be made, first, to ABR Loans and, second, to Eurocurrency Loans. Each prepayment of the Term Loans under Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.
(e) If as of the last Business Day of each calendar month (computed by the Administrative Agent using the current exchange rate as of such Business Day and promptly notified to the Multicurrency Revolving Lenders and the Borrower) the Dollar Amount of the aggregate outstanding principal amount of the Revolving Loans shall exceed 105% of the aggregate Revolving Commitments, the Borrower shall, within five Business Days after the Borrower’s receipt of such notice, prepay Multicurrency Revolving Loans in such amounts as shall be necessary so that after giving effect thereto the aggregate outstanding principal amount of such Revolving Loans does not exceed the Revolving Commitments as of such Business Day.
(f) Notwithstanding anything to the contrary in Sections 2.12(d) or 2.18, with respect to the amount of any mandatory prepayment pursuant to this Section 2.12 that is allocated to Tranche B Term Loans and each Tranche of New Term Loans (such amount for such Class, the “Prepayment Amount”, and each such Class, an “Applicable Class”), at any time when Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying such Prepayment Amount to the Applicable Class of Term Loans as provided in paragraph (d) above, on the date specified in this Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Term Lender and each New Term Lender a notice substantially in the form of Exhibit L (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender and each New Term Lender a Prepayment Option Notice, which shall be in a form reasonably satisfactory to the Administrative Agent, and shall include an offer by the Borrower to prepay, on the date (each a “Mandatory Prepayment Date”) that is ten Business Days after the date of the Prepayment Option Notice, each Applicable Class of Loans of such Lender by an amount equal to the portion of the Prepayment Amount for such Class indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Applicable Class of Term Loans. Each Tranche B Term Lender and each New Term Lender may reject all or a portion of its Prepayment Amount of the Applicable Class by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York time) one Business Day after such Lender’s receipt of the Prepayment Option Notice (which notice shall specify the principal amount of the Prepayment Amount for each Applicable Class to be rejected by such Lender); provided that any Lender’s failure to so reject such Prepayment Amount for any Applicable Class shall be deemed an acceptance by such Term Lender of such Prepayment Option Notice for such Applicable Class and the amount to be prepaid in respect of Term Loans of such Applicable Class held by such Lender. On the Mandatory Prepayment Date, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow pay to the relevant Lenders the aggregate amount necessary to prepay Borrowings that portion of the outstanding Term Loans of the Applicable Class in accordance with paragraph respect of which such Lenders have (dor are deemed to have) below accepted prepayment as described above and (ii) deliver prepay outstanding Tranche A Term Loans in an aggregate amount equal to the Administrative Agent a certificate signed amounts declined by Lenders as described above; provided that, upon the making of such prepayments, any Financial Officer amount remaining unapplied (i.e., after the payment in full of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(bTranche A Term Loans) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior be returned to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excessBorrower.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.
Appears in 2 contracts
Samples: Credit Agreement (Wesco Aircraft Holdings, Inc), Credit Agreement (Wesco Aircraft Holdings, Inc)
Mandatory Prepayments. (a) Not later than 100 days Subject to the Intercreditor Agreement, if any Indebtedness shall be issued or incurred by the Borrower or any Group Member (excluding any Indebtedness incurred without violation of Section 6.1), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied within three Business Days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% date of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to issuance or incurrence toward the Administrative Agent a certificate signed by any Financial Officer prepayment of the Borrower setting Loans as set forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detailSection 2.5(d).
(b) In the event of If on any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, date the Borrower or any Subsidiary Guarantor shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then receive Net Cash Proceeds from (i) at or prior to the effective date of such reductionRevolving Facility Obligations Payment Date, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and any Asset Sale or Recovery Event with respect to Term Facility Priority Collateral or (ii) if after the Aggregate Revolving Credit Exposure would exceed Facility Obligations Payment Date, any Asset Sale or Recovery Event with respect to any Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within ten Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the Total Revolving Credit Commitment after giving effect end of such ten-Business Day period toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to such reduction or terminationthe Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d).
(c) If, then for any Fiscal Year of the Borrower commencing with the Fiscal Year ending December 31, 2008, there shall be Excess Cash Flow, the Borrower shall, on the date relevant Excess Cash Flow Application Date, apply the ECF Percentage of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to Excess Cash Flow toward the prepayment of the Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting as set forth in reasonable detail the calculation of the amount of Section 2.5(d). Each such prepayment and shall be made on a date (iian “Excess Cash Flow Application Date”) not no later than the later of (A) ten Business Days after the date on which a Responsible Officer the financial statements of the Borrower becomes aware that referred to in Section 5.1(a), for the Fiscal Year with respect to which such prepayment will is made, are required to be made and delivered to the Lenders.
(Bd) The application of any prepayment pursuant to Section 2.5 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the date that is three Business Days prior Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail prepayment on the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromamount prepaid.
Appears in 2 contracts
Samples: Term Facility Credit Agreement (Fender Musical Instruments Corp), Term Facility Credit Agreement (Fender Musical Instruments Corp)
Mandatory Prepayments. (a) Not later than 100 days after If any Indebtedness shall be incurred by the end Borrower or any of each its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans.
(b) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 75% of such Net Cash Proceeds shall be applied within five Business Days following such date toward the prepayment of the Term Loans; provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed, in any fiscal year of the Borrower, an amount equal to 5% of Consolidated Total Assets as of the last day of the Borrower’s immediately preceding fiscal year, and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans; provided, further, that, notwithstanding the foregoing, the Borrower shall not be required to prepay the Term Loans in accordance with this paragraph (b) except to the extent that the Net Cash Proceeds from all Asset Sales which have not been so applied equals or exceeds $20,000,000 in the aggregate.
(c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 2831, 19962007, there shall be Excess Cash Flow and the Consolidated Leverage Ratio as of the last day of such fiscal year is greater than or equal to 2.75 to 1.00, the Borrower shall (i) calculate shall, on the relevant Excess Cash Flow for such fiscal year and Application Date, apply 7550% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to toward the Administrative Agent a certificate signed by any Financial Officer prepayment of the Borrower setting forth the amount, if any, of Term Loans. Each such prepayment shall be made on a date (an “Excess Cash Flow for such period and Application Date”) no later than five Business Days after the calculation thereof, in reasonable detail.
(b) In the event earlier of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer the financial statements of the Borrower becomes aware that referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment will is made, are required to be made delivered to the Lenders and (Bii) the date that is such financial statements are actually delivered.
(d) If on any Calculation Date, the Total Revolving Extensions of Credit exceed 105% of the Total Revolving Commitments or the Alternative Currency LC Exposure exceeds 105% of the Alternative Currency LC Commitment, the Borrower shall, without notice or demand, within three Business Days prior after such Calculation Date, prepay the Revolving Loans (or, if no Revolving Loans remain outstanding, cash collateralize Letters of Credit in a manner satisfactory to the Administrative Agent) in an aggregate amount such that, after giving effect thereto, the Total Revolving Extensions of Credit do not exceed the Total Revolving Commitments and the Alternative Currency LC Exposure does not exceed the Alternative Currency LC Commitment.
(e) The application of any prepayment of Loans pursuant to this Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepaymentprepayment on the amount prepaid and shall in every case be without premium, a notice charge or penalty on account of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise prepayment except such as would otherwise be due on account of a prepayment prior to the applicable prepayment event and a reasonably detailed calculation last day of the Net Proceeds therefroman Interest Period.
Appears in 2 contracts
Samples: Credit Agreement (Rent a Center Inc De), Credit Agreement (Rent a Center Inc De)
Mandatory Prepayments. (a) Not later If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than 100 days after paragraph (l) thereof), an amount equal to 100% of the end Net Cash Proceeds thereof shall be applied on the date of each such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d).
(b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $2,500,000 in any fiscal year of Borrowerthe Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.11(d).
(c) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 2831, 19962015, the Borrower there shall (i) calculate be Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amountFlow, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the relevant Excess Cash Flow Application Date, prepay an aggregate amount of Term Loans in an amount equal to (A) the ECF Percentage of Excess Cash Flow for the fiscal year covered by the financial statements for such fiscal year (such prepayment to be applied as set forth in Section 2.11(d) below), minus (B) solely to the extent not funded with the proceeds of Indebtedness, the aggregate amount of all optional prepayments of the Term Loans pursuant to Section 2.10 made during such fiscal year. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered.
(d) Amounts to be applied pursuant to Section 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 shall be accompanied by accrued interest to the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an prepayment on the amount sufficient to eliminate such excessprepaid.
(ce) The Notwithstanding any other provisions of Section 2.11, to the extent any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary, the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary or Excess Cash Flow attributable to Foreign Subsidiaries, are prohibited or delayed by any applicable local law (including, without limitation, financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Borrower or any applicable Domestic Subsidiary or if the Borrower has determined in good faith that repatriation of any such amount to the Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences (including a material acceleration of the point in time when such earnings would otherwise be taxed) with respect to such amount, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay the Term Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary, or the Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or the Borrower determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the Term Loans pursuant to Section 2.11; provided, that no such prepayment of the Term Loans pursuant to Section 2.11 shall apply 100% be required in the case of any such Net Cash Proceeds promptly upon its receipt thereof or Excess Cash Flow the repatriation of which the Borrower believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to a Reinvestment Notice (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), the Borrower applies an amount equal to the amount of such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if applicableless, promptly upon any amounts being deemed to constitute the Net Cash Proceeds as provided in the definition of or Excess Cash Flow that would be calculated if received by such termForeign Subsidiary).
(f) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds Notwithstanding anything to the prepayment of Loans contrary contained in this Section 2.11, if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower any Term Lender shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to notify the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, with respect to any prepayment under Section 2.11(a) or (b) or (ii) at least one Business Day prior to the date of a notice prepayment under Section 2.11(c) that it wishes to decline its share of such prepayment. Such certificate , such share (the “Declined Prepayment Amount”) shall also describe be offered in reasonable detail accordance with the facts and circumstances giving rise to mandatory prepayment provisions of the Second Lien Credit Agreement (or the applicable prepayment event and a reasonably detailed calculation corresponding provisions of any document governing any Permitted Refinancing Indebtedness with respect thereto) and, if declined by the Net Proceeds therefromlenders thereunder, may be retained by the Borrower.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Bioventus Inc.), First Lien Credit Agreement (Bioventus Inc.)
Mandatory Prepayments. (a) Not later than 100 days If any Indebtedness shall be incurred or issued by any Group Member after the end of each fiscal year of BorrowerClosing Date (other than Excluded Indebtedness), commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75an amount equal to 100% of such Excess the Net Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower Proceeds thereof shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, be applied on the date of such termination. In incurrence or issuance toward the event prepayment of the Term Loans as set forth in Section 4.2(d).
(1) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 4.2(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 4.2(d).
(2) Notwithstanding the foregoing, to the extent that (and for so long as) any of or all of the Net Cash Proceeds of any partial reduction Asset Sale or any Recovery Event by a Foreign Subsidiary giving rise to mandatory prepayment pursuant to Section 4.2(b)(1) (each such Asset Sale and Recovery Event, a “Specified Asset Sale”) are prohibited or delayed by applicable local Requirements of Law from being repatriated to the jurisdiction of organization of the Revolving Credit CommitmentsBorrower, then (i) at the calculation of Net Cash Proceeds shall be reduced by the amount so prohibited or prior delayed; provided, that once such repatriation of any such affected Net Cash Proceeds is permitted under the applicable local Requirements of Law, the Group Members shall be treated as having received Net Cash Proceeds equal to the effective date amount of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall shall, on each Excess Cash Flow Application Date, apply 100% the ECF Percentage of Net Proceeds promptly upon its receipt thereof the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) Voluntary Prepayments made during such Excess Cash Flow Payment Period or, if applicableat the option of the Borrower, promptly upon any amounts being deemed on or prior such Excess Cash Flow Application Date, toward the prepayment of the Term Loans as set forth in Section 4.2(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) days after the date on which the financial statements referred to constitute Net Proceeds as provided in Section 7.1(a) for the definition fiscal year of the Borrower with respect to which such term) prepayment is made are required to prepay Borrowings in accordance with paragraph be delivered to the Lenders.
(d) below; provided, however, that, Amounts to be applied in the case of Net Proceeds from an Equity Issuance, (x) the Borrower connection with prepayments made pursuant to this Section 4.2 shall only be required to apply 50% of such Net Proceeds applied to the prepayment of the Term Loans if immediately prior in accordance with Section 4.8 and first, to receipt thereof the Leverage Ratio is greater than 3.00 Base Rate Loans and, second, to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the Eurodollar Loans. Each prepayment of the Term Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed Section 4.2 shall be accompanied by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior accrued interest to the date of such prepaymentprepayment on the amount prepaid.
(e) The Additional Term B-1 Commitment shall terminate upon funding on the Amendment No.1 2 Effective Date.
(f) For the avoidance of doubt, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise if any prepayment under Section 4.2(a) made on or prior to the applicable prepayment event and a reasonably detailed calculation firstsix month anniversary of the Net Proceeds therefromAmendment No. 12 Effective Date is a Repricing Transaction, the repayment shall be subject to Section 4.1(d).
Appears in 2 contracts
Samples: Credit Agreement (INC Research Holdings, Inc.), Credit Agreement (INC Research Holdings, Inc.)
Mandatory Prepayments. (a) Not later than 100 days If on any date the sum of (i) the aggregate outstanding principal amount of Revolving Loans and Swingline Loans (after giving effect to all other repayments thereof on such date) plus (ii) the end Letter of each fiscal year of BorrowerCredit Outstandings on such date, commencing with exceeds the fiscal year ending December 28, 1996Total Revolving Loan Commitment as then in effect, the Borrower shall (i) calculate Excess Cash Flow for repay on such fiscal year date the principal of Swingline Loans, and apply 75% if no Swingline Loans are or remain outstanding, Revolving Loans, in an aggregate amount equal to such excess. If, after giving effect to the prepayment of such Excess Cash Flow all outstanding Swingline Loans and Revolving Loans, the aggregate amount of Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower agrees to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver pay to the Administrative Agent a certificate signed by any Financial Officer an amount in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount of Letter of Credit Outstandings at such time) and the Administrative Agent shall hold such payment as security for the obligations of the Borrower setting forth hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the amount, if any, of Excess Administrative Agent (which shall permit certain investments in Cash Flow for such period and Equivalents reasonably satisfactory to the calculation thereof, in reasonable detailAdministrative Agent until the proceeds are applied to the secured obligations).
(b) In the event With respect to each repayment of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit CommitmentsLoans required by this Section 4.02, the Borrower may designate the Types of Loans which are to be repaid and the specific Borrowing(s) pursuant to which made; provided, that (i) Eurodollar Loans may be designated for repayment pursuant to this Section 4.02 only on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required prepayment and all Base Rate Loans have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall repay or prepay all reduce the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be immediately converted into Base Rate Loans; and (iii) each repayment of any Revolving Facility Borrowings, respectively, on the date of Loans made pursuant to a Borrowing shall be applied pro rata among such terminationRevolving Loans. In the event absence of any partial reduction of a designation by the Revolving Credit Commitments, then (i) at or prior to Borrower as described in the effective date of such reductionpreceding sentence, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on subject to the date of above, make such reduction or terminationdesignation in its sole discretion with a view, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient but no obligation, to eliminate such excessminimize breakage costs owing under Section 1.11.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds Notwithstanding anything to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent contrary contained elsewhere in this Agreement, (i) at all then outstanding Swingline Loans shall be repaid in full on the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment Swingline Expiry Date and (ii) not later than all outstanding Revolving Loans shall be repaid in full on the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromMaturity Date.
Appears in 2 contracts
Samples: Credit Agreement (Nutraceutical International Corp), Credit Agreement (Nutraceutical International Corp)
Mandatory Prepayments. (a) Not If any Indebtedness (excluding any Indebtedness incurred in accordance with Section 7.2) shall be incurred by Holdings, the Borrower or any Restricted Subsidiary, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied no later than 100 days one Business Day after the end date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.12(d).
(b) If on any date Holdings, the Borrower or any Restricted Subsidiary shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied not later than five Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that, notwithstanding the foregoing, (x) on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (y) on the date (the “Trigger Date”) that is six months after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date; provided that unless and until the aggregate amount of Net Cash Proceeds from all such Asset Sales or Recovery Events, after giving effect to the reinvestment rights set forth herein, exceeds $25,000,000 in any fiscal year of the Borrower, no such prepayment shall be required pursuant to this Section 2.12(b).
(c) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 2831, 19962017, the Borrower there shall (i) calculate be Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amountFlow, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) the Excess Cash Flow Percentage of such Excess Cash Flow minus (ii) the sum of (A) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year (other than to the extent made with the proceeds of the incurrence of Indebtedness) and solely to the extent accompanied by permanent optional reductions of the Revolving Commitments and (B) all optional prepayments of Term Loans during such fiscal year (including optional prepayments pursuant to Section 2.11(b)), in each case other than to the extent any such prepayment is funded with the proceeds of long-term Indebtedness, toward the prepayment of Term Loans as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten days after the date on which the financial statements referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders.
(d) Amounts to be applied in connection with prepayments pursuant to this Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b) until paid in full. In connection with any mandatory prepayments by the Borrower of the Term Loans pursuant to Section 2.12, such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans; provided that if no Lender exercises the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurocurrency Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.21. Each prepayment of the Term Loans under this Section 2.12 shall be accompanied by accrued interest to the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an prepayment on the amount sufficient to eliminate such excessprepaid.
(ce) The Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its pro rata share (such amount, the “Declined Proceeds”) of any mandatory prepayment by giving notice of such election in writing to the Administrative Agent by 11:00 a.m., on the date that is three (3) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its pro rata share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s pro rata share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any Declined Proceeds by any Lender shall be retained by the Borrower and its Restricted Subsidiaries and/or applied by the Borrower or any of its Restricted Subsidiaries in any manner not inconsistent with the terms of this Agreement.
(f) On each occasion that Permitted Other Indebtedness is issued or incurred pursuant to Section 7.2(aa), the Borrower shall within three Business Days of receipt of the Net Cash Proceeds of such Permitted Other Indebtedness prepay Term Loans in an aggregate principal amount equal to 100% of the Net Cash Proceeds from such issuance or incurrence of Permitted Other Indebtedness.
(g) Beginning on the Closing Date, the Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof all cash proceeds net of all fees, commissions, costs and other expenses, from any issuance or incurrence of Refinancing Term Loans and Replacement Revolving Facility Commitments (other than solely by means of extending or renewing then existing Refinancing Term Loans and Replacement Revolving Facility Commitments without resulting in any net proceeds), no later than three (3) Business Days after the date on which such Refinancing Term Loans and/or Replacement Revolving Facility Commitments are incurred, to prepay Term Loans and/or Revolving Commitments in accordance with Section 2.29.
(h) In the event and on such occasion that the total outstanding Revolving Extensions of Credit exceed the total Revolving Commitments, the Borrower shall prepay Revolving Loans and/or Swingline Loans (or, if applicableno such Loans are outstanding, promptly upon any amounts being deemed deposit in a cash collateral account opened by the Administrative Agent an amount equal to constitute Net Proceeds as provided the necessary aggregate then undrawn and unexpired amount of such Letters of Credit) made to the Borrower, in an aggregate amount equal to the amount by which the Revolving Extensions of Credit exceed the total Revolving Commitments. Each prepayment shall be applied to the Revolving Loans included in the definition repaid Loans such that each Revolving Lender receives its ratable share of such term) to prepay Borrowings in accordance with paragraph prepayment (d) below; provided, however, that, in based upon the case respective Aggregate Exposures of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if Revolving Lenders at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom).
Appears in 2 contracts
Samples: Credit Agreement (Engility Holdings, Inc.), Credit Agreement (Engility Holdings, Inc.)
Mandatory Prepayments. (a) Not later than 100 days If on any date the sum of (i) the --------------------- aggregate outstanding principal amount of Revolving Loans and Swingline Loans (after giving effect to all other repayments thereof on such date) plus (ii) the end Letter of each fiscal year of Borrower, commencing with Credit Outstandings on such date exceeds the fiscal year ending December 28, 1996Total Revolving Loan Commitment as then in effect, the Borrower shall (i) calculate Excess Cash Flow for repay on such fiscal year date the principal of Swingline Loans, and apply 75% of if no Swingline Loans are or remain outstanding, Revolving Loans, in an aggregate amount equal to such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver excess. If, after giving effect to the Administrative prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower agrees to pay to the Agent a certificate signed by any Financial Officer an amount in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount of Letter of Credit Outstandings at such time) and the Agent shall hold such payment as security for the obligations of the Borrower setting forth hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the amount, if any, of Excess Agent (which shall permit certain investments in Cash Flow for such period and Equivalents reasonably satisfactory to the calculation thereof, in reasonable detailAgent until the proceeds are applied to the secured obligations).
(b) In the event With respect to each repayment of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit CommitmentsLoans required by this Section 4.02, the Borrower shall repay or prepay all may designate the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility BorrowingsTypes of Loans which are to be repaid and the specific Borrowing(s) pursuant to which made; provided, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then that (i) at or prior Eurodollar -------- Loans may be designated for repayment pursuant to this Section 4.02 only on the effective last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of such reduction, the Administrative Agent shall notify the Borrower required prepayment and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and all Base Rate Loans have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the Aggregate outstanding Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect Loans made pursuant to such reduction or terminationBorrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be immediately converted into Base Rate Loans; and (iii) each repayment of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; provided, that no repayment --- ---- -------- pursuant to Section 4.02(a) shall be applied to any Revolving Loans of a Defaulting Bank at any time when the aggregate amount of the Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's Percentage of Revolving Loans then outstanding. In the absence of a designation by the Borrower as described in the preceding sentence, the Agent shall, on subject to the date of above, make such reduction or terminationdesignation in its sole discretion with a view, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient but no obligation, to eliminate such excessminimize breakage costs owing under Section 1.11.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds Notwithstanding anything to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent contrary contained elsewhere in this Agreement, (i) at all then outstanding Swingline Loans shall be repaid in full on the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment Swingline Expiry Date and (ii) not later than all outstanding Revolving Loans shall be repaid in full on the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromMaturity Date.
Appears in 2 contracts
Samples: Credit Agreement (Nutraceutical International Corp), Credit Agreement (Wesley Jessen Visioncare Inc)
Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyBorrowers shall, on the date of such termination, repay or prepay all outstanding Revolving Credit Borrowings and replace or cause to be canceled (or cash collateralize or backstop pursuant to arrangements satisfactory to the Administrative Agent and each Issuing Bank) all outstanding Letters of Credit issued by each such Issuing Bank. In the event of If, after giving effect to any partial reduction of the Revolving Credit CommitmentsCommitments or at any other time (including on any Calculation Date), then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationCommitment, then the Borrower Revolving Borrowers shall, on the date of such reduction or terminationat such other time, repay or prepay Revolving Credit Borrowings and, after the Revolving Credit Borrowings shall have been repaid or cash-prepaid in full, replace or cause to be canceled (or cash collateralize outstanding or backstop pursuant to arrangements satisfactory to the Administrative Agent and such Issuing Bank) Letters of Credit issued by each such Issuing Bank in an amount sufficient to eliminate such excess.
(cb) The Borrower Not later than the Asset Sale Prepayment Date with respect to any Asset Sale, the Borrowers shall apply an amount equal to 100% of the Net Cash Proceeds promptly upon its receipt thereof received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(f); provided that (i) no such prepayment will be required until the Net Cash Proceeds in respect of Asset Sales received from and after the time of the immediately preceding prepayment under this clause (b) (or if no such prepayments have yet occurred since the 2016 Restatement Date, from the 2016 Restatement Date) exceeds $100,000,000 (or, if applicablean asset sale offer or prepayment is required at a lower threshold under the definitive documentation governing any Material Indebtedness, promptly upon such lower threshold) and (ii) with respect to the Net Cash Proceeds of any amounts being deemed Asset Sale, to constitute Net Proceeds as provided in the definition extent any applicable Senior Secured Note Indenture requires the Borrowers to prepay or make an offer to purchase Senior Secured Notes with Liens on the Collateral ranking pari passu with the Liens securing the Bank Obligations with the proceeds of such term) Asset Sale, the Net Cash Proceeds to be applied to prepay Borrowings outstanding Term Loans pursuant to this clause (b) shall be reduced by an amount equal to the product of (1) the amount of such Net Cash Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of the Senior Secured Notes with a Lien on the Collateral ranking pari passu with the Liens securing the Bank Obligations and with respect to which such a requirement to prepay or make an offer to purchase exists and the denominator of which is the sum of the outstanding principal amount of such Senior Secured Notes and the outstanding principal amount of Term Loans.
(c) No later than the earlier of (i) 90 days after the end of each fiscal year of Holdings, commencing with the fiscal year ending on December 31, 2016, and (ii) the date that is 10 days following the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrowers shall prepay outstanding Term Loans in accordance with paragraph Section 2.13(f) in an aggregate principal amount equal to (A) (x) if the Senior Secured First Lien Leverage Ratio at the end of such period shall have been greater than 3.0 to 1.0, 50% of Excess Cash Flow for the fiscal year then ended and (y) if the Senior Secured First Lien Leverage Ratio at the end of such period shall have been less than or equal to 3.0 to 1.0 and greater than 2.5 to 1.0, 25% of Excess Cash Flow for the fiscal year then ended (it being understood that no prepayment pursuant to this Section 2.13(c) shall be required in respect of the fiscal year then ended if the Senior Secured First Lien Leverage Ratio at the end of such period shall have been less than or equal to 2.5 to 1.0), in each case minus (B) Voluntary Prepayments and prepayments of Revolving Loans under Section 2.12(a) during such fiscal year but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments are not made with funds received in connection with a refinancing of all or any portion of such Indebtedness minus (C) the amount of cash used to make permanent voluntary prepayments, repurchases or redemptions, as the case may be, of Term Loans pursuant to Section 2.12(b) or 9.04(m) or of Senior Secured Notes (and the repayment or redemption of Senior Secured Notes upon the maturity thereof) during such fiscal year but only to the extent that the Term Loans and Senior Secured Notes so prepaid, repaid, repurchased or redeemed, as the case may be, by their terms cannot be reborrowed, redrawn or resold and such prepayments, repayments, repurchases or redemptions are not made with funds received in connection with a refinancing of all or any portion of such Term Loans and Senior Secured Notes; provided that the Borrowers may use a portion of such Excess Cash Flow to prepay Senior Secured Notes in the form of senior secured loans with Liens on the Collateral ranking pari passu with the Liens securing the Bank Obligations to the extent the definitive documentation in respect of any such Senior Secured Notes requires the Borrowers to prepay such Senior Secured Notes with such Excess Cash Flow (and, for the avoidance of doubt, the amount of Excess Cash Flow required to be applied in prepayment of the Term Loans pursuant to this Section 2.13(c) shall be reduced by such portion), in each case in an amount not to exceed the product of (1) the amount of such Excess Cash Flow and (2) a fraction, the numerator of which is the outstanding principal amount of such Senior Secured Notes with respect to which such a requirement to prepay exists and the denominator of which is the sum of the outstanding principal amount of such Senior Secured Notes and the outstanding principal amount of Term Loans.
(d) below; provided, however, that, in In the case event that any Loan Party or any Subsidiary of a Loan Party shall receive Net Cash Proceeds from an Equity Issuancethe issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any Subsidiary of a Loan Party (other than any cash proceeds from Indebtedness permitted by Section 6.01), the Borrowers shall, substantially simultaneously with (xand in any event not later than the fourth Business Day next following) the Borrower shall only be required receipt of such Net Cash Proceeds by such Loan Party or such Subsidiary, apply an amount equal to apply 50100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(f).
(e) Notwithstanding the prepayment of Loans if immediately prior foregoing, Holdings (in its sole discretion) may give each Term Lender the option (in its sole discretion) to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds elect, by written notice to the prepayment of Loans if Administrative Agent at the time of receipt thereof and in the Leverage Ratio is greater than 2.50 manner specified by the Administrative Agent in consultation with Holdings, to 1.00 decline all (but not greater less than 3.00 all) of any mandatory prepayment of its Term Loans pursuant to 1.00 this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds may be retained by the Borrowers and will be added to the Available Amount.
(f) Subject to Section 2.13(e), mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata to each Class of Term Loans and applied to the remaining scheduled installments of principal due pursuant to clauses (i), (ii) and (yiv) of Section 2.11(a) as directed by the applicable Borrower shall not be required to apply (and absent any such direction, in direct order of such Net Proceeds to maturity against the prepayment remaining scheduled installments of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The principal due).
(g) Each applicable Borrower shall deliver to the Administrative Agent (i) Agent, at the time of each prepayment required under this paragraph Section 2.13, (c), i) a certificate signed by a Financial Officer of the such Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) at least four Business Days prior irrevocable written notice of such prepayment, which notice, in the case of any prepayments required under Section 2.13(b) or Section 2.13(d), may be conditioned upon the receipt by Holdings or a Subsidiary of the Net Cash Proceeds referred to therein or the occurrence of any other event. 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 portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Sections 2.13(f) and 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
(h) Notwithstanding the foregoing provisions, to the extent that repatriating any or all of the Net Cash Proceeds from any Asset Sale or Excess Cash Flow attributable to a Foreign Subsidiary (x) would result in material adverse tax consequences to Holdings or any Subsidiary or (y) is prohibited or delayed by applicable local law from being repatriated to any jurisdiction that would enable such amounts to be applied to prepayment pursuant to this Section 2.13 (in the case of the foregoing clauses (x) and (y), as reasonably determined by Holdings in good faith, which determination shall be conclusive), the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not later than be required to be applied in compliance with the later foregoing provisions, and such amounts may be retained by the applicable Foreign Subsidiary or invested in, distributed to or otherwise transferred to any other Foreign Subsidiary; provided, however, that, in the case of this clause (y), if the Net Cash Proceeds or Excess Cash Flow the repatriation of which is prohibited or delayed by applicable local law exceeds $10.0 million, Holdings shall take commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation, and if such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow can be achieved such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be applied (whether or not repatriation actually occurs), in compliance with the foregoing provisions (A) in the date on which a Responsible Officer case of the Borrower becomes aware that such prepayment will be made Excess Cash Flow, within 10 Business Days thereafter and (B) in the case of Net Cash Proceeds from Any Asset Sale, within the time periods specified in Section 2.13(b) above (measured from the date that is three Business Days prior to the date of such prepaymentNet Cash Proceeds can be repatriated, a notice of whether or not such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromrepatriation actually occurs).
Appears in 2 contracts
Samples: Credit Agreement (Pactiv Evergreen Inc.), Specified Refinancing Amendment, Incremental Amendment and Administrative Agency Transfer Agreement (Pactiv Evergreen Inc.)
Mandatory Prepayments. (a) Not later than 100 days If any Indebtedness shall be incurred or issued by any Group Member after the end of each fiscal year of BorrowerClosing Date (other than Excluded Indebtedness), commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75an amount equal to 100% of such Excess the Net Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower Proceeds thereof shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, be applied on the date of such termination. In incurrence or issuance toward the event prepayment of the Term Loans as set forth in Section 4.2(d).
(1) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 4.2(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 4.2(d).
(2) Notwithstanding the foregoing, to the extent that (and for so long as) any of or all of the Net Cash Proceeds of any partial reduction Asset Sale or any Recovery Event by a Foreign Subsidiary giving rise to mandatory prepayment pursuant to Section 4.2(b)(1) (each such Asset Sale and Recovery Event, a “Specified Asset Sale”) are prohibited or delayed by applicable local Requirements of Law from being repatriated to the jurisdiction of organization of the Revolving Credit CommitmentsBorrower, then (i) at the calculation of Net Cash Proceeds shall be reduced by the amount so prohibited or prior delayed; provided, that once such repatriation of any such affected Net Cash Proceeds is permitted under the applicable local Requirements of Law, the Group Members shall be treated as having received Net Cash Proceeds equal to the effective date amount of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall shall, on each Excess Cash Flow Application Date, apply 100% the ECF Percentage of Net Proceeds promptly upon its receipt thereof the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) Voluntary Prepayments made during such Excess Cash Flow Payment Period or, if applicableat the option of the Borrower, promptly upon any amounts being deemed on or prior such Excess Cash Flow Application Date, toward the prepayment of the Term Loans as set forth in Section 4.2(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) days after the date on which the financial statements referred to constitute Net Proceeds as provided in Section 7.1(a) for the definition fiscal year of the Borrower with respect to which such term) prepayment is made are required to prepay Borrowings in accordance with paragraph be delivered to the Lenders.
(d) below; provided, however, that, Amounts to be applied in the case of Net Proceeds from an Equity Issuance, (x) the Borrower connection with prepayments made pursuant to this Section 4.2 shall only be required to apply 50% of such Net Proceeds applied to the prepayment of the Term Loans if immediately prior in accordance with Section 4.8 and first, to receipt thereof the Leverage Ratio is greater than 3.00 Base Rate Loans and, second, to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the Eurodollar Loans. Each prepayment of the Term Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed Section 4.2 shall be accompanied by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior accrued interest to the date of such prepaymentprepayment on the amount prepaid.
(e) The Total Term Commitment (and the Term Commitments of each Lender) shall terminate in its entirety at 5:00 p.m., New York City time, on the Closing Date.
(f) For the avoidance of doubt, if any prepayment under Section 4.2(a) is a notice of such prepayment. Such certificate Repricing Transaction, the repayment shall also describe in reasonable detail the facts and circumstances giving rise be subject to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromSection 4.1(d).
Appears in 2 contracts
Samples: Credit Agreement (INC Research Holdings, Inc.), Credit Agreement (INC Research Holdings, Inc.)
Mandatory Prepayments. (ai) Not later than 100 days after If for any reason the end of each fiscal year of Borrower, commencing with Revolving Outstandings at any time exceed the fiscal year ending December 28, 1996Aggregate Revolving Commitments then in effect, the Borrower shall (i) calculate Excess immediately prepay Revolving Loans and/or Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings Collateralize the L/C Obligations in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect an aggregate amount equal to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) that the Borrower shall not be required to apply any of such Net Proceeds Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer in full of the Borrower setting forth Revolving Loans the Revolving Outstandings exceed the Aggregate Revolving Commitments then in reasonable detail the calculation of the amount of such prepayment and effect.
(ii) not later than the later of (A) the If on any date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made or any of its Subsidiaries (except its Excluded Subsidiaries, and (B) the date that is three Business Days Pinnacle Towers and its Subsidiaries prior to the date of the Permitted Securitization) shall receive Net Cash Proceeds from (A) any incurrence of Indebtedness by the Borrower or any such prepaymentSubsidiaries, a notice other than Indebtedness permitted pursuant to Section 7.01, (B) any Asset Sale, the Net Cash Proceeds of which, when taken together with the Net Cash Proceeds of all other Asset Sales consummated from the Closing Date, exceed $1,000,000 or (C) any Extraordinary Receipts, the Net Cash Proceeds of which exceed $50,000 from any individual or series of events, then 100% of such prepayment. Such certificate Net Cash Proceeds (1) shall also describe be applied on the third Business Day following receipt of such Net Cash Proceeds toward the prepayment of the Loans, or (2) if no there are Loans outstanding, shall be used to Cash Collateralize the Letters of Credit.
(iii) If on any date the Borrower or any of its Subsidiaries (except its Excluded Subsidiaries, and Pinnacle Towers and its Subsidiaries prior to the date of the Permitted Securitization) shall receive Net Cash Proceeds from any Recovery Event, 100% of such Net Cash Proceeds shall be applied on the third Business Day following receipt of such Net Cash Proceeds toward the prepayment of the Loans, or, if there are no Loans outstanding, to Cash Collateralize the Letters of Credit; provided that such prepayment shall not be required if all of the following requirements are satisfied: (i) the aggregate amount of all such Net Cash Proceeds is not greater than $5,000,000, (ii) such Net Cash Proceeds are (A) reinvested in reasonable detail other like assets within 180 days of the facts and circumstances giving Recovery Event that gave rise to such Net Cash Proceeds or (B) committed to be reinvested in other like assets within 180 days of such Recovery Event and reinvested in such assets within 270 days of such Recovery Event, (iii) such Net Cash Proceeds are held in a segregated deposit account that is subject to a perfected first priority security interest in favor of Administrative Agent for the applicable prepayment event and a reasonably detailed calculation benefit of the Agents and the Lenders, and (iv) the reinvestment or commitment to reinvest such Net Cash Proceeds therefrompursuant to clause (ii) above is pre-approved in writing by the Required Lenders in their reasonable discretion.
Appears in 2 contracts
Samples: Credit Agreement (Global Signal Inc), Credit Agreement (Global Signal Inc)
Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower If any Indebtedness shall be issued or incurred by any Group Member (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings excluding any Indebtedness incurred in accordance with paragraph Section 7.2 (d) below and (ii) deliver other than Indebtedness incurred in accordance with Section 7.2(i))), an amount equal to the Administrative Agent a certificate signed by any Financial Officer 100% of the Borrower setting Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.11(e); provided, that the amount, foregoing percentage shall be reduced to 50% if any, the Consolidated Leverage Ratio as of Excess Cash Flow for such the last day of the period of four consecutive fiscal quarters most recently ended is less than or equal to 2.0 to 1.0 and the calculation thereof, in reasonable detailConsolidated Fixed Charge Coverage Ratio as of the last day of the period of four consecutive fiscal quarters most recently ended is greater than 1.0 to 1.0.
(b) In If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction prepayment of the Revolving Credit CommitmentsLoans as set forth in Section 2.11(e); provided, then that, notwithstanding the foregoing, (i) at or prior up to $1,000,000 of the effective date aggregate Net Cash Proceeds of such reduction, Asset Sales and Recovery Events may be excluded from the Administrative Agent shall notify foregoing requirement pursuant to a Reinvestment Notice in any fiscal year of the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if on each Reinvestment Prepayment Date, an amount equal to the Aggregate Revolving Credit Exposure would exceed Reinvestment Prepayment Amount with respect to the Total Revolving Credit Commitment after giving effect to such reduction or terminationrelevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.11(e).
(c) If, then for any fiscal year of the Borrower, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Loans as set forth in Section 2.11(e). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are delivered to the Lenders.
(d) If on any date any Group Member shall receive Net Cash Proceeds from any capital contribution to, or issuance of Capital Stock of, any Group Member (other than pursuant to any employee stock, stock option compensation plan or an equity investment by the Equity Investors or any of their respective Affiliates to the Borrower), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such reduction capital contribution or terminationissuance toward the prepayment of the Loans as set forth in Section 2.11(e); provided, repay that the foregoing percentage shall be reduced to 50% to the extent that the Consolidated Leverage Ratio on a pro forma basis after giving effect such contribution or prepay Revolving Credit Borrowings issuance is less than or cash-collateralize outstanding Letters of Credit in an amount sufficient equal to eliminate such excess2.0 to 1.0.
(ce) The Borrower Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds applied to the prepayment of the Loans if immediately prior in accordance with Section 2.17(b). The application of any prepayment pursuant to receipt thereof the Leverage Ratio is greater than 3.00 Section 2.11 shall be made, first, to 1.00 but not greater than 4.00 ABR Loans and, second, to 1.00 and 25% of such Net Proceeds to the Eurodollar Loans. Each prepayment of the Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower under Section 2.11 shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed accompanied by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior accrued interest to the date of such prepayment, a notice of such prepayment. Such certificate prepayment on the amount prepaid.
(f) No repayment or prepayment pursuant to this Section 2.11 or Section 2.10 shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation affect any of the Net Proceeds therefromBorrower’s obligations under any Swap Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Virgin Mobile USA, Inc.), Credit Agreement (Virgin Mobile USA, Inc.)
Mandatory Prepayments. (a) Not later If any Indebtedness (other than 100 days any Indebtedness permitted to be incurred in accordance with Section 7.2, but excluding Indebtedness refinanced pursuant to clause (a)(ii) thereof) shall be incurred by Holdings, the Borrower or any of its Restricted Subsidiaries, the Borrower shall pay an amount equal to 100% of the Net Cash Proceeds of such Indebtedness within three Business Days of the date of receipt thereof to the Administrative Agent to be applied to the Obligations in accordance with Section 2.18.
(b) If on any date any of Holdings, the Borrower or any of its Restricted Subsidiaries shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, the Borrower shall pay an amount equal to 100% of such Net Cash Proceeds within three Business Days of the date of receipt thereof to the Administrative Agent to be applied to the Obligations in accordance with Section 2.18; provided that notwithstanding the foregoing, (i) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be paid to the Administrative Agent to be applied to the Obligations in accordance with Section 2.18 and (ii) on the date (the “Trigger Date”) that is three months after any such Reinvestment Prepayment Date, an amount equal to the end portion of each any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date shall be paid to the Administrative Agent to be applied to the Obligations in accordance with Section 2.18.
(c) If, for any fiscal year of Borrower, the Borrower commencing with the fiscal year ending December 2831, 19962012, there shall be Excess Cash Flow, the Borrower shall (i) calculate shall, on the relevant Excess Cash Flow for such fiscal year and apply 75% Application Date thereafter, pay an amount equal to the Excess Cash Flow Percentage of such Excess Cash Flow to prepay Borrowings the Administrative Agent to be applied to the Obligations in accordance with paragraph Section 2.18. Each such payment shall be made on a date (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of an “Excess Cash Flow for such period and Application Date”) no later than 90 days following the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) belowBorrower’s fiscal year end; provided, however, thatfor the fiscal year ending December 31, 2012, Excess Cash Flow shall be calculated for the period commencing July 1, 2012 and ending December 31, 2012.
(d) Amounts to be applied in the case of Net Proceeds from an Equity Issuance, (x) the Borrower connection with prepayments pursuant to Section 2.12 shall only be required to apply 50% of such Net Proceeds applied to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth Obligations in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromaccordance with Section 2.18.
Appears in 2 contracts
Samples: First Lien Credit Agreement (PGA Holdings, Inc.), First Lien Credit Agreement (PGA Holdings, Inc.)
Mandatory Prepayments. (a) Not If any Indebtedness shall be issued or incurred by the Parent Borrower or any of its Subsidiaries (excluding any Indebtedness permitted by Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.13(e).
(b) On the date the Parent Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied not later than 100 days five Business Days after such date toward the end prepayment of the Term Loans as set forth in Section 2.13(e); provided that notwithstanding the foregoing, (x) on each Reinvestment Prepayment Date, an amount equal to the unexpended portion of the Reinvestment Prepayment Amount (other than the Committed Reinvestment Amount) with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.13(e) and (y) on the date (the “Trigger Date”) that is one year after any such Reinvestment Prepayment Date, an amount equal to the Commitment Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by the Trigger Date shall be applied toward the prepayment of the Term Loans as set forth in Section 2.13(e).
(c) If, for any fiscal year of Borrower, the Parent Borrower commencing with the fiscal year ending December 2831, 19962008, there shall be Excess Cash Flow, the Parent Borrower shall shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) calculate Excess Cash Flow for such fiscal year and apply 75% the ECF Percentage of such Excess Cash Flow minus (ii) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year to prepay Borrowings the extent accompanied by permanent optional reductions of the Revolving Commitments and all optional prepayments of Term Loans during such fiscal year, in accordance each case other than to the extent any such prepayment is funded with paragraph the Net Cash Proceeds of any Asset Sale, Recovery Event, new long-term Indebtedness or issuance of Capital Stock, toward the prepayment of the Term Loans as set forth in Section 2.13(e). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five business days after the date on which the financial statements of the Parent Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is being made, are required to be delivered to the Lenders.
(d) below If, due to exchange rate fluctuations or for any reason whatsoever, the Total Revolving Extensions of Credit outstanding shall, at any time, exceed 105% of the Total Revolving Commitments (the amount of such excess, an “Excess Amount”), then within three Business Days of written notice from the Administrative Agent, the Borrowers shall first, prepay the Revolving Loans and/or Swingline Loans in an amount so as to, as nearly as possible, eliminate such Excess Amount; and (ii) deliver to second, if any Excess Amount shall remain after such prepayment, provide cash collateral or such other security on Cash Equivalents as the Administrative Agent may require in US Dollars or Canadian Dollars in an amount equal to the remaining Excess Amount, which collateral shall secure all Obligations outstanding and shall remain in the Administrative Agent’s possession until such Excess Amount is eliminated whereupon the collateral shall be released by the Administrative Agent to the Borrowers. Notwithstanding any other provision of this Agreement, including any provision contemplating a certificate signed by any Financial Officer continuation or conversion, whenever an Excess Amount exists, (A) upon the last day of the Contract Period of any Banker’s Acceptance, the Canadian Borrower setting forth shall repay the amountBanker’s Acceptance, if anyor (B) upon the last day of the Interest Period in respect of a Eurodollar Loan that is a Revolving Loan, of Excess Cash Flow for such period and the calculation thereofrelevant Borrower shall repay the Eurodollar Loan, in reasonable detaileach case to the extent necessary to cover the Excess Amount and any repayments under clauses (A) and (B) shall be applied in reduction of the Excess Amount.
(e) The application of any prepayment of Term Loans pursuant to Section 2.13(a), (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% be made to the Term Loans on a pro rata basis and within each Facility of Net Proceeds promptly upon its receipt thereof (orthe Term Loans, if applicablefirst, promptly upon any amounts being deemed to constitute Net Proceeds as provided the remaining Term Loans quarterly installments occurring within the next 12 months in the definition direct order of maturity and second, to the repayment of the then remaining Term Loan quarterly installments on a pro rata basis (based upon the then remaining principal amount of each such term) to prepay Borrowings in accordance with paragraph Term Loan quarterly installment). Each prepayment of the Loans under Section 2.13 (d) below; provided, however, that, except in the case of Net Proceeds from an Equity IssuanceRevolving Loans that are ABR Loans, (xUS Base Rate Loans or Canadian Prime Rate Loans and Swingline Loans) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed accompanied by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior accrued interest to the date of such prepaymentprepayment on the amount prepaid.
(f) Notwithstanding the foregoing provisions of this Section 2.13 and subject to Section 3.5 with respect to Letters of Credit, if at any time any prepayment of the Loans pursuant to paragraph (a), (b), (c) or (d) of this Section 2.13 would result, after giving effect to the procedures set forth in this Agreement, in a notice Borrower being required to indemnify for breakage costs under Section 2.22 as a result of Eurodollar Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, such Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of such prepayment. Such certificate shall also describe Eurodollar Loans with the Administrative Agent (which deposit must be equal in reasonable detail the facts and circumstances giving rise amount to the applicable amount of such Eurodollar Loans not immediately prepaid) to be held as security for the obligations of such Borrower to make such prepayment event and pursuant to a cash collateral agreement to be entered into on terms reasonably detailed calculation satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the Net Proceeds therefromlast day of an Interest Period with respect to such Eurodollar Loans (or such earlier date or dates as shall be requested by such Borrower); provided that such unpaid Eurodollar Loans shall continue to bear interest in accordance with Section 2.14 until such unpaid Eurodollar Loans or the related portion of such Eurodollar Loans, as the case may be, have or has been prepaid.
Appears in 2 contracts
Samples: Credit Agreement (Domtar CORP), Credit Agreement (Domtar CORP)
Mandatory Prepayments. (a) Not later than 100 days If any Indebtedness shall be incurred or issued by any Group Member after the end of each fiscal year of BorrowerClosing Date (other than Excluded Indebtedness), commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75an amount equal to 100% of such Excess the Net Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower Proceeds thereof shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, be applied on the date of such termination. In incurrence or issuance toward the event prepayment of the Term Loans as set forth in Section 4.2(d).
(1) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 4.2(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 4.2(d).
(2) Notwithstanding the foregoing, to the extent that (and for so long as) any of or all of the Net Cash Proceeds of any partial reduction Asset Sale or any Recovery Event by a Foreign Subsidiary giving rise to mandatory prepayment pursuant to Section 4.2(b)(1) (each such Asset Sale and Recovery Event, a “Specified Asset Sale”) are prohibited or delayed by applicable local Requirements of Law from being repatriated to the jurisdiction of organization of the Revolving Credit CommitmentsBorrower, then (i) at the calculation of Net Cash Proceeds shall be reduced by the amount so prohibited or prior delayed; provided, that once such repatriation of any such affected Net Cash Proceeds is permitted under the applicable local Requirements of Law, the Group Members shall be treated as having received Net Cash Proceeds equal to the effective date amount of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall shall, on each Excess Cash Flow Application Date, apply 100% the ECF Percentage of Net Proceeds promptly upon its receipt thereof the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) Voluntary Prepayments made during such Excess Cash Flow Payment Period or, if applicableat the option of the Borrower, promptly upon any amounts being deemed on or prior such Excess Cash Flow Application Date, toward the prepayment of the Term Loans as set forth in Section 4.2(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) days after the date on which the financial statements referred to constitute Net Proceeds as provided in Section 7.1(a) for the definition fiscal year of the Borrower with respect to which such term) prepayment is made are required to prepay Borrowings in accordance with paragraph be delivered to the Lenders.
(d) below; provided, however, that, Amounts to be applied in the case of Net Proceeds from an Equity Issuance, (x) the Borrower connection with prepayments made pursuant to this Section 4.2 shall only be required to apply 50% of such Net Proceeds applied to the prepayment of the Term Loans if immediately prior in accordance with Section 4.8 and first, to receipt thereof the Leverage Ratio is greater than 3.00 Base Rate Loans and, second, to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the Eurodollar Loans. Each prepayment of the Term Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed Section 4.2 shall be accompanied by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior accrued interest to the date of such prepaymentprepayment on the amount prepaid.
(e) The TotalAdditional Term B Commitment (and the Term Commitments of each Lender) shall terminate in its entirety at 5:00 p.m., a notice of such prepayment. Such certificate shall also describe in reasonable detail New York City time, on the facts and circumstances giving rise to Closingupon funding on the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.Amendment No.1
Appears in 2 contracts
Samples: Credit Agreement (INC Research Holdings, Inc.), Credit Agreement (INC Research Holdings, Inc.)
Mandatory Prepayments. (a) Not later than 100 days Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness (excluding any Indebtedness incurred in accordance with Section 7.2) shall be incurred by the Borrower or any of its Restricted Subsidiaries an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of receipt of such Net Cash Proceeds toward the prepayment of the Loans as set forth in Section 2.12(d).
(b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date any of the Borrower or any Subsidiary Guarantor shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans as set forth in Section 2.12(d); provided that notwithstanding the foregoing, on the date (the “Trigger Date”) that is six months after the end applicable Reinvestment Prepayment Date, the Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of each any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date.
(c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Borrower, the Parent commencing with the fiscal year ending on or nearest to December 2831, 19962007, the Borrower there shall (i) calculate be Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amountFlow, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date relevant Excess Cash Flow Application Date, apply an amount equal to (i) the Excess Cash Flow Percentage of such reduction or terminationExcess Cash Flow minus (ii) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year to the extent accompanied by permanent optional reductions of the Revolving Commitments and all optional prepayments of the Term Loans during such fiscal year, repay or prepay Revolving Credit Borrowings or cashin each case other than to the extent any such prepayment is funded with the proceeds of new long-collateralize outstanding Letters term Indebtedness, toward the prepayment of Credit the Loans as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an amount sufficient “Excess Cash Flow Application Date”) no later than ten Business Days after the date on which the financial statements of the Parent referred to eliminate in Section 6.1(a), for the fiscal year with respect to which such excessprepayment is made, are required to be delivered to the Lenders.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; providedAmounts to be applied in connection with prepayments pursuant to Section 2.12 shall be applied, howeverfirst, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of the Term Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds in accordance with Section 2.18(b) until paid in full and, second, to the prepayment of the Revolving Loans if at in accordance with Section 2.18(c) and, to the time extent of receipt thereof any excess, to provide cover for L/C Obligations as specified in Section 8. Any such mandatory prepayment of the Leverage Ratio is greater than 2.50 Revolving Loans pursuant to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower Section 2.12 shall not result in a mandatory reduction of the Revolving Commitments. The application of any prepayment pursuant to Section 2.12 shall be required made, first, to apply any of such Net Proceeds ABR Loans and, second, to the Eurodollar Loans. Each prepayment of the Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower under Section 2.12 shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed be accompanied by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior accrued interest to the date of such prepayment on the amount prepaid.
(e) Notwithstanding anything to the contrary in Section 2.12(d) or 2.18, with respect to the amount of any mandatory prepayment described in Section 2.12 that is allocated to Term Loans (which, for avoidance of doubt, includes any New Term Loans) (such amounts, the “Prepayment Amount”), at any time when Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Term Loans as provided in paragraph (d) above, on the date specified in Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Term Lender (which, for avoidance of doubt, includes each New Term Lender) a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Term Lender a Prepayment Option Notice, which shall be in the form of Exhibit J (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay on the date (each a “Mandatory Prepayment Date”) that is ten Business Days after the date of the Prepayment Option Notice, the relevant Term Loans of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise Lender by an amount equal to the applicable prepayment event and a reasonably detailed calculation portion of the Net Proceeds therefromPrepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Term Loans. On the Mandatory Prepayment Date, (i) the Borrower shall pay to the relevant Term Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans in respect of which such Lenders have accepted (it being understood that any Lender’s failure to object prior to the relevant Mandatory Prepayment Date shall be deemed as an acceptance by such Lender of such Prepayment Option Notice and the amount to be prepaid in respect of Term Loans held by such Lender) prepayment as described above and (ii) the Borrower shall offer to pay to such accepting Term Lenders an amount equal to the portion of the aggregate Prepayment Amount not accepted by the relevant Term Lenders, and (to the extent accepted by any or all of such accepting Term Lenders) such amount shall be applied to the prepayment of the Term Loans held by such Term Lenders ratably based upon the aggregate principal amount of such Loans; provided that, following such offer and application, any amount remaining unapplied shall be returned to the Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Yankee Finance, Inc.), Credit Agreement (Yankee Holding Corp.)
Mandatory Prepayments. (ai) Not later The net cash proceeds from the sale of any non-real estate assets (other than 100 (1) sales of inventory in the ordinary course of business, (2) sales of assets to the extent the proceeds are applied to the repair or replacement of Collateral and (3) immaterial sales not exceeding US$50,000 in any fiscal year of Borrowers) of any of the Borrowers shall be used to repay the Term Loan. Any remaining excess proceeds from the sale of any non-real estate assets after payment in full of the Term Loan, shall be applied first to the Mortgage Loan and then to the Revolving Credit Facility. Prepayments under this subsection shall be due within ten (10) days of receipt of any cash proceeds.
(ii) The net cash proceeds from the sale of any real estate assets of any of the Borrowers shall be used to repay the Mortgage Loan. Any remaining excess proceeds for the sale of any real estate, after application to the Mortgage Loan, shall be applied first to the Term Loan and then the Revolving Credit Facility. Prepayments under this subsection shall be due within ten (10) days of receipt of any cash proceeds.
(iii) Fifty percent (50%) of the cash proceeds received by any Borrower from the issuance of debt securities by any Borrower, net of all costs and expenses associated with the issuance of such debt securities, shall be used to reduce Borrowers' obligations first under the Term Loan, second under the Mortgage Loan and third under the Revolving Credit Facility. Prepayments under this subsection shall be due within five (5) days of receipt of any cash proceeds.
(iv) Twenty-five percent (25%) of the cash proceeds received by any Borrower from the issuance of equity securities by any Borrower net of all costs and expenses associated with the issuance of such equity securities, shall be used to reduce Borrowers' obligations first under the Term Loan, second under the Mortgage Loan and third under the Revolving Credit Facility. Prepayments under this subsection shall be due within five (5) days of receipt of any cash proceeds.
(v) The Term Loan shall be prepaid by an amount equal to twenty-five percent (25%) of UPET's consolidated net income plus depreciation and amortization (during the period under review) minus principal payments made and net cash capital expenditures (during the period under review), all computed in accordance with GAAP. The calculations and prepayments shall be effected for the six months prior to each fiscal year and for each intervening six month period and for any "short" fiscal year due to a change in UPET's fiscal year, provided that the first period to which this subsection is applicable shall be the six month period ending June 30, 2000 or the end of each the "short" fiscal year of Borrower, commencing with the if a change in UPET's fiscal year ending December 28occurs prior to June 30, 1996, 2000. Prepayments under this subsection shall be due within ninety (90) days of the Borrower shall (i) calculate Excess Cash Flow for such end of a fiscal year for a period under review ending on a fiscal year end and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph within forty-five (d45) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer days of the Borrower setting forth the amount, if any, end of Excess Cash Flow for such any intervening period and the calculation thereof, in reasonable detailunder review.
(bvi) In the event Any partial prepayments shall be applied to installments of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided principal due in the definition inverse order of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the their maturity. Any mandatory prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater a LIBOR Loan on a date other than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if its LIBOR Determination Date may, at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c)Bank's sole option, a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date be held as cash collateral until such LIBOR Loan's next LIBOR Determination Date and applied as a prepayment on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and LIBOR Determination Date or (B) be applied immediately by the date that is three Business Days prior to the date of such Bank as a prepayment, a notice but without Borrowers incurring any liability for any indemnity payment of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromany amount otherwise required by Section 4.4 hereof.
Appears in 2 contracts
Samples: Loan Agreement (United Petroleum Corp), Loan Agreement (Bared Jose P)
Mandatory Prepayments. (a) Not later than 100 days after Subject to the end terms of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996Intercreditor Agreement, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit Loans in an amount sufficient equal to eliminate such excess.
(c) The Borrower shall apply 100% the Net Cash Proceeds received by an Obligor on account of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) belowa Prepayment Event; provided, however, that, so long as no Cash Dominion Event or Event of Default shall have occurred and be continuing, Net Cash Proceeds on account of a Prepayment Event described in clause (a) or (b) of the case definition of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower Prepayment Event shall not be required to apply any be so applied to the extent an Obligor uses (or commits to use pursuant to a binding agreement) such Net Cash Proceeds to acquire or repair assets consisting of Term Loan Priority Collateral (to the extent such Net Cash Proceeds arose from the a Disposition of Term Loan Priority Collateral) within 180 days of the receipt of such Net Cash Proceeds to (and if so committed but not reinvested within such 180 day period, such Net Cash Proceeds are so reinvested within 270 days of the prepayment receipt of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (csuch Net Cash Proceeds), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of it being expressly agreed that (A) any such Net Cash Proceeds not reinvested or committed to be reinvested within the date on which a Responsible Officer initial 180 day period shall be paid to the Lenders and applied to repay the Term Loans within five Business Days following the expiration of the Borrower becomes aware that such prepayment will be made 180 day period and (B) any such Net Cash Proceeds committed to be reinvested during the date that is three initial 270 day period and not so reinvested within such 270 day period shall be paid to the Lenders and applied to repay the Term Loans within five Business Days prior to following the date expiration of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom270 day period.
Appears in 2 contracts
Samples: Credit Agreement (Pacific Sunwear of California Inc), Credit Agreement (Pacific Sunwear of California Inc)
Mandatory Prepayments. (a) Not Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness (excluding any Indebtedness incurred in accordance with Section 7.2, other than Permitted Refinancing Obligations in respect of Term Loans) shall be incurred by the Borrower or any Restricted Subsidiary, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied not later than 100 days one Business Day after the end date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.12(d).
(b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any Restricted Subsidiary shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied not later than 10 Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that, notwithstanding the foregoing, (i) on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (ii) on the date (the “Trigger Date”) that is six months after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date.
(c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Borrower, the Borrower commencing with the fiscal year ending December 28March 31, 19962014, the Borrower there shall (i) calculate be Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amountFlow, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date relevant Excess Cash Flow Application Date, apply an amount equal to
(i) the Excess Cash Flow Percentage of such reduction or terminationExcess Cash Flow minus (ii) the aggregate amount of all prepayments of Revolving Loans to the extent accompanied by permanent optional reductions of the Revolving Commitments, repay or prepay Revolving Credit Borrowings or cashand all optional prepayments of Term Loans (x) during such fiscal year (which, in any event, shall not include any designated prepayment pursuant to clause (y) below) and (y) during the period beginning with the day following the last day of such fiscal year and ending on the Excess Cash Flow Application Date and stated by the Borrower to be prepaid pursuant to this Section 2.12(c)(ii)(y), in each case other than to the extent any such prepayment is funded with the proceeds of long-collateralize outstanding Letters term Indebtedness, toward the prepayment of Credit Term Loans as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an amount sufficient “Excess Cash Flow Application Date”) no later than ten days after the date on which the financial statements referred to eliminate in Section 6.1(a), for the fiscal year with respect to which such excessprepayment is made, are required to be delivered to the Lenders.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, Amounts to be applied in the case of Net Proceeds from an Equity Issuance, (x) the Borrower connection with prepayments pursuant to this Section 2.12 shall only be required to apply 50% of such Net Proceeds applied to the prepayment of the Term Loans if immediately prior in accordance with Section 2.18(b) until paid in full. In connection with any mandatory prepayments by the Borrower of the Term Loans pursuant to receipt thereof this Section 2.12, such prepayments shall be applied on a pro rata basis to the Leverage Ratio is greater than 3.00 then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans and with respect to 1.00 but not greater than 4.00 prepayments pursuant to 1.00 and 25% of Section 2.12(b) such Net Cash Proceeds may be applied, along with such prepayment of Term Loans (to the extent the Borrower elects, or is required by the terms thereof), to purchase, redeem or repay any Pari Passu Debt, pursuant to the agreements governing such other Indebtedness, on not more than a pro rata basis with respect to such prepayments of Term Loans; provided that if no Lender exercises the right to waive a given mandatory prepayment of the Term Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 pursuant to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (cSection 2.12(e), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of then, with respect to such mandatory prepayment, the amount of such mandatory prepayment and (ii) not later than shall be applied first to Term Loans that are ABR Loans to the later full extent thereof before application to Term Loans that are Eurocurrency Loans in a manner that minimizes the amount of (A) any payments required to be made by the date on which a Responsible Officer Borrower pursuant to Section 2.21. Each prepayment of the Borrower becomes aware that such prepayment will Term Loans under this Section 2.12 shall be made and (B) the date that is three Business Days prior accompanied by accrued interest to the date of such prepayment on the amount prepaid.
(e) Notwithstanding anything to the contrary in Section 2.12 or 2.18, with respect to the amount of any mandatory prepayment pursuant to Section 2.12(b) or (c) that is allocated to Tranche B Term Loans (such amount, the “Tranche B Prepayment Amount”), the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans as provided in paragraph (d) above, on the date specified in this Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Term Lender (which, for avoidance of doubt, includes each New Term Lender and Extended Lender holding Tranche B Term Loans) a notice (each, a “Tranche B Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender a Tranche B Prepayment Option Notice, which shall be in the form of Exhibit I (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay, on the date (each a “Tranche B Mandatory Prepayment Date”) that is ten Business Days after the date of the Tranche B Prepayment Option Notice, the Tranche B Term Loans of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise Lender by an amount equal to the applicable prepayment event and a reasonably detailed calculation portion of the Net Proceeds therefromTranche B Prepayment Amount indicated in such Lender’s Tranche B Prepayment Option Notice as being applicable to such Lender’s Tranche B Term Loans. Each Tranche B Term Lender may reject all or a portion of its Tranche B Prepayment Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York City time) five Business Days after such Tranche B Term Lender’s receipt of the Tranche B Prepayment Option Notice (which notice shall specify the principal amount of the Tranche B Prepayment Amount to be rejected by such Lender) (such rejected amounts collectively, the “Declined Tranche B Amount”); provided that any Tranche B Term Lender’s failure to so reject such Tranche B Prepayment Amount shall be deemed an acceptance by such Tranche B Term Lender of such Tranche B Prepayment Option Notice and the amount to be prepaid in respect of Tranche B Term Loans held by such Tranche B Term Lender. On the Tranche B Mandatory Prepayment Date, the Borrower shall pay to the relevant Tranche B Term Lenders the aggregate amount necessary to prepay that portion of the outstanding Tranche B Term Loans in respect of which such Lenders have (or are deemed to have) accepted prepayment as described above. If there are (1) any Tranche A Term Loans then outstanding and (2) any Declined Tranche B Amounts in respect of a Tranche B Prepayment Option Notice, on the Business Day following the applicable Tranche B Mandatory Prepayment Date the Borrower shall give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche A Term Lender (which, for avoidance of doubt, includes each New Term Lender and Extended Lender holding Tranche A Term Loans) a notice (each, a “Tranche A Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche A Term Lender a Tranche A Prepayment Option Notice, which shall be in the form of Exhibit I (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay, on the date (each a “Tranche A Mandatory Prepayment Date”) that is ten Business Days after the date of the Tranche A Prepayment Option Notice, the Tranche A Term Loans of such Lender by an amount equal to the portion of the Declined Tranche B Amount indicated in such Lender’s Tranche A Prepayment Option Notice as being applicable to such Lender’s Tranche A Term Loans. Each Tranche A Term Lender may reject all or a portion of its Declined Tranche B Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York City time) five Business Days after such Tranche A Term Lender’s receipt of the Tranche A Prepayment Option Notice (which notice shall specify the principal amount of its Declined Tranche B Amount to be rejected by such Lender) (such rejected amounts collectively, the “Declined Tranche A Amount”); provided that any Tranche A Term Lender’s failure to so reject such Declined Tranche B Amount shall be deemed an acceptance by such Tranche A Term Lender of such Tranche A Prepayment Option Notice and the amount to be prepaid in respect of Tranche A Term Loans held by such Tranche A Term Lender. On the Tranche A Mandatory Prepayment Date, the Borrower shall pay to the relevant Tranche A Term Lenders the aggregate amount necessary to prepay that portion of the outstanding Tranche A Term Loans in respect of which such Lenders have (or are deemed to have) accepted prepayment as described above.
(f) If, on any date, the aggregate Revolving Extensions of Credit would exceed the aggregate Revolving Commitments (including as a result of any revaluation of the Dollar Equivalent of the L/C Obligations on any Revaluation Date in accordance with Section 1.4), the Borrower shall promptly prepay Revolving Loans in an aggregate principal amount equal to such excess and/or pay to the Administrative Agent an amount of cash and/or Cash Equivalents and/or Permitted Liquid Investments equal to the aggregate principal amount equal to such excess to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Booz Allen Hamilton Holding Corp)
Mandatory Prepayments. (a) Not later than 100 days Subject to the Intercreditor Agreement, if any Indebtedness shall be issued or incurred by the Borrower or any Group Member (excluding any Indebtedness incurred without violation of Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied within three Business Days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% date of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to issuance or incurrence toward the Administrative Agent a certificate signed by any Financial Officer prepayment of the Borrower setting Loans as set forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detailSection 2.11(a).
(b) In Subject to the event of Intercreditor Agreement, if on any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, date the Borrower or any Subsidiary Guarantor shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then receive Net Cash Proceeds from (i) at or prior to the effective date of such reductionABL Obligations Payment Date, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and any Asset Sale or Recovery Event with respect to Term Facility Priority Collateral or (ii) if after the Aggregate Revolving Credit Exposure would exceed ABL Obligations Payment Date, any Asset Sale or Recovery Event with respect to any Collateral, then, unless a Reinvestment Notice shall be delivered in respect thereof within ten Business Days after receipt of such proceeds, such Net Cash Proceeds shall be applied at the Total Revolving Credit Commitment after giving effect end of such ten-Business Day period toward the prepayment of the Loans as set forth in Section 2.11(a); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to such reduction or terminationthe Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.11(a).
(c) If, then for any Fiscal Year of the Borrower commencing with the Fiscal Year ending December 31, 2021, there shall be Excess Cash Flow, the Borrower shall, on the date relevant Excess Cash Flow Application Date, apply (i) the ECF Percentage of such reduction Excess Cash Flow and minus (ii) the aggregate amount of all optional prepayments of the Loans during such Fiscal Year or terminationafter the end of such fiscal year bur prior to the Excess Cash Flow Application Date (other than to the extent that any such prepayment is funded with the proceeds of Indebtedness that, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof accordance with GAAP, constitutes (or, if applicablewhen incurred, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such termconstituted) to prepay Borrowings in accordance with paragraph (d) below; provideda long-term liability), however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to toward the prepayment of the Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting as set forth in reasonable detail the calculation of the amount of Section 2.5(d). Each such prepayment and shall be made on a date (iian “Excess Cash Flow Application Date”) not no later than the later of (A) ten Business Days after the date on which a Responsible Officer the financial statements of the Borrower becomes aware that referred to in Section 6.1(a), for the Fiscal Year with respect to which such prepayment will is made, are required to be made and delivered to the Lenders.
(Bd) Each prepayment of the date that is three Business Days prior Loans under Section 2.5 shall be accompanied by accrued interest to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail prepayment on the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromamount prepaid.
Appears in 1 contract
Samples: Term Facility Credit Agreement
Mandatory Prepayments. (ai) Not later than 100 days after If on any date the end aggregate unpaid principal amount of each fiscal year outstanding Revolving Loans made under the Revolving Commitments, plus the outstanding Letter of BorrowerCredit Obligations (to the extent not Cash Collateralized pursuant to clause (ii) below or as provided for in Section 3.07) exceeds the Aggregate Revolving Commitment, commencing then the Borrower shall immediately prepay the amount of such excess. Any payments on Revolving Loans made under the Revolving Commitments pursuant to this Section 2.07(a)(i) shall be applied pro rata among the Banks with Revolving Commitments.
(ii) If on any date the fiscal year ending December 28, 1996aggregate amount of all Letter of Credit Obligations shall exceed the Letter of Credit Commitment, the Borrower shall Cash Collateralize on such date an amount equal to the excess of the Letter of Credit Obligations over the Letter of Credit Commitment.
(iii) If on any date the aggregate unpaid principal amount of outstanding Incremental Revolving Loans made under an Incremental Facility exceeds the aggregate amount of the Incremental Revolving Commitments relating to such Incremental Facility, then the Borrower shall immediately prepay the amount of such excess. Any payments on Incremental Revolving Loans made under an Incremental Facility pursuant to this Section 2.07(a)(iii) shall be applied pro rata among the applicable Incremental Banks having Incremental Revolving Commitments with respect to such Incremental Facility.
(i) calculate Excess Cash Flow for such fiscal year and apply 75If on any date any Mission Entity shall make any Disposition, an amount equal to 100% of the Net Cash Proceeds from such Excess Cash Flow Disposition shall be applied on such date to prepay Borrowings in accordance with paragraph (d) below outstanding principal of the Term C Loans and (ii) deliver the Revolving Loans on a pro rata basis among such Loans, provided that this requirement for mandatory prepayment will be further reduced to the Administrative Agent a certificate signed by any Financial Officer extent that the Borrower elects, as hereinafter provided, to attempt to cause some or all of such Net Cash Proceeds to be reinvested in Reinvestment Assets. The Borrower may elect to attempt to cause some or all of the Borrower setting forth Net Cash Proceeds from a Disposition to be reinvested in Reinvestment Assets during the amount, Reinvestment Period (a “Reinvestment Election”) if any, (x) no Default or Event of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, Default exists on the date of such termination. In Reinvestment Election and (y) if such Reinvestment Election is made by the event delivery of any partial reduction a Reinvestment Notice to the Administrative Agent on or before the date of the consummation of such Disposition, with such Reinvestment Election being effective with respect to the Net Cash Proceeds of such Disposition equal to the Anticipated Reinvestment Amount specified in such Reinvestment Notice.
(ii) Nothing in this Section 2.07(b) shall be deemed to permit any Disposition not otherwise permitted under this Agreement.
(iii) On the Reinvestment Prepayment Date with respect to a Reinvestment Election, an amount equal to the Reinvestment Prepayment Amount, if any, for such Reinvestment Election shall be applied to prepay outstanding principal of the Term C Loans and the Revolving Credit CommitmentsLoans on a pro rata basis among such Loans.
(c) Within 90 days after any Mission Entity receives any proceeds from any Recovery Event, an amount equal to 100% of the proceeds of such Recovery Event (net of reasonable costs including, without limitation, legal costs and expenses and taxes incurred in connection with such Recovery Event and the collection of the proceeds thereof) shall be applied to prepay outstanding principal of the Term C Loans and the Revolving Loans on a pro rata basis among such Loans; provided that so long as no Default or Event of Default then exists, this requirement for mandatory prepayment shall be reduced by any amounts (i) at actually applied on or prior before such 90th day or (ii) committed in writing on or before such 90th day to be applied to the effective replacement or restoration of the assets subject to such Recovery Events within 365 days after such Recovery Event and; provided further that with respect to no more than $1,000,000 in the aggregate of the proceeds received from any Recovery Event, the proceeds therefrom shall not be required to be so applied if no Default or Event of Default then exists.
(d) On the Business Day after the date of such reductionthe receipt by any Mission Entity of Net Issuance Proceeds from any sale or issuance of Capital Stock or cash capital contribution, the Administrative Agent Borrower shall notify prepay outstanding principal of the Borrower Term C Loans and the Revolving Credit Lenders Loans, on a pro rata basis among such Loans, in an amount equal to 100% of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction Net Issuance Proceeds, provided so long as no Default or termination, then the Borrower shall, Event of Default exists on the date of such reduction issuance, the amount of the prepayments required to be made under this Section 2.07(d) shall be reduced to the extent (but only to the extent) that such Net Issuance Proceeds are used or terminationto be used in connection with an Acquisition made in accordance with the terms of Section 8.04 (including by waiver or consent) which a Mission Entity commits to in writing pursuant to a stock purchase agreement (or similar agreement) prior to or not later than six months after the date of such issuance; provided further that at any time after the expiration of the six month period, repay if (A) the definitive agreement executed in connection with any such Acquisition is terminated, expired or prepay Revolving Credit Borrowings otherwise becomes ineffective prior to the consummation of such Acquisition, (B) the Borrower is no longer pursuing the consummation of the Acquisition in good faith or cash-collateralize outstanding Letters (C) such Acquisition is not consummated within 18 months from the date the Mission Entity committed in writing to such Acquisition, then the amount of Credit in an prepayments required to be made under this Section 2.07(d) shall be increased by the amount sufficient of such Net Issuance Proceeds that were not used to eliminate consummate such excessAcquisition.
(ce) If on any date any Mission Entity shall incur or issue any Indebtedness (other than the Indebtedness described in subsections (a) – (d), and (f) – (h) of Section 8.05), then on each such date of incurrence or issuance an amount equal to the amount of the Net Debt Proceeds received with respect to such Indebtedness shall be applied to prepay outstanding principal of the Term C Loans and the Revolving Loans, on a pro rata basis among such Loans; provided so long as no Default or Event of Default exists on the date of such incurrence or issuance, the amount of the prepayments required to be made under this Section 2.07(e) shall be reduced to the extent (but only to the extent) that such Net Debt Proceeds are used or to be used in connection with an Acquisition made in accordance with Section 8.04 (including by waiver or consent) which a Mission Entity commits to in writing pursuant to a stock purchase agreement (or similar agreement) prior to or not later than six months after the date of such incurrence or issuance of Indebtedness; provided further that at any time after the expiration of the six month period, if (A) the definitive agreement executed in connection with any such Acquisition is terminated, expired or otherwise becomes ineffective prior to the consummation of such Acquisition, (B) the Borrower is no longer pursuing the consummation of the Acquisition in good faith or (C) such Acquisition is not consummated within 18 months from the date the Mission Entity committed in writing to such Acquisition, then the amount of prepayments required to be made under this Section 2.07(e) shall be increased by the amount of such Net Debt Proceeds that were not used to consummate such Acquisition.
(f) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (orpay, if applicabletogether with each prepayment under this Section 2.07, promptly upon accrued interest on the amount prepaid and any amounts being deemed required pursuant to constitute Net Proceeds as Section 4.04; provided that interest to be paid in connection with any such prepayment of Base Rate Loans (other than a prepayment in full) shall instead be paid on the definition next occurring Interest Payment Date.
(g) Any prepayments pursuant to this Section 2.07 made on a day other than an Interest Payment Date for any Loan shall be applied first to any Base Rate Loans then outstanding and then to Eurodollar Loans with the shortest Interest Periods remaining.
(h) Any prepayment of Term C Loans pursuant to this Section 2.07 shall be applied to the remaining scheduled installments of Term C Loans to be made pursuant to Section 2.08(a), pro rata (based on the then remaining amounts of such termremaining installments).
(i) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds Notwithstanding anything to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply contrary contained in this Section 2.07, any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver Term C Bank may elect, by delivering written notice to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date receipt thereof, not to receive its pro rata portion of any mandatory prepayment that would otherwise be payable to such Term C Bank pursuant to this Section 2.07, whereupon such portion shall be reallocated to prepay the outstanding principal amount of all Term C Loans and Revolving Loans other than the Term C Loans held by such Term C Bank and any other Term C Bank that has elected not to receive its pro rata portion of such mandatory prepayment, on a notice of pro rata basis among such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromLoans.
Appears in 1 contract
Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Each Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyshall, on the date of such terminationtermination of all Revolving Credit Commitments, repay or prepay all of its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the relevant Issuing Bank with respect to) all of its outstanding Letters of Credit. In the event of If, after giving effect to any partial reduction of the Revolving Credit Commitments, then Commitments (i) at or prior to including as a result of the effective date termination of such reduction, the Administrative Agent shall notify the Borrower and any Revolving Credit Commitments on the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if Maturity Date), the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationthen in effect, then the Parent Borrower shall (and to the extent the Foreign Subsidiary Borrower Sublimit would exceed the Total Revolving Credit Commitment then in effect, then such Foreign Subsidiary Borrower shall), on the date of such reduction or terminationreduction, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding 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 provide an L/C Backstop or make other arrangements reasonably satisfactory to the relevant Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess. For the avoidance of doubt, if for any reason, at any time during the five (5) Business Day period immediately preceding the Revolving Credit Maturity Date for any Revolving Credit Commitments where there exist other Revolving Credit Commitments with a later Revolving Credit Maturity Date, and if at such time there are outstanding Letters of Credit or Swingline Loans under such respective Class or Classes, then the Borrowers shall prepay outstanding Revolving Loans and Swingline Loans, as the case may be, as is needed so that, after giving effect thereto, the Revolving Credit Exposure of the Revolving Credit Lenders with such later Revolving Credit Maturity Date will not, after giving effect to the reallocations which will be required (in the absence of a Specified Default or event, act or condition which with notice or lapse of time or both would constitute a Specified Default) pursuant to Section 2.09(d), exceed the amount of their respective Commitments as in effect on (and after giving effect to) the Revolving Credit Maturity Date of such sooner maturing Revolving Credit Commitments.
(cb) The Not later than the tenth Business Day following the receipt by the Parent Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds in respect of any Prepayment Asset Sale or Property Loss Event, the Parent Borrower shall apply an amount equal to 100% of the Net Cash Proceeds promptly upon received by the Parent Borrower or any of its receipt thereof Restricted Subsidiaries with respect thereto (or, if applicable, promptly upon any amounts being deemed subject to constitute Net Proceeds as provided in the definition of such termrestrictions set forth herein) to prepay Borrowings outstanding Term Loans in accordance with paragraph (d) belowSection 2.13(e); provided, however, that, in the case of Net Proceeds from an Equity Issuance, provided that (x) if prior to the Borrower shall only be date any such prepayment is required to apply 50% be made, the Parent Borrower notifies the Administrative Agent of its intent to use such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade or replace assets then used or usable in the prepayment business of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 Parent Borrower and 25% of such Net Proceeds to its Restricted Subsidiaries (including any Related Business Assets), then the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Parent Borrower shall not be required to apply any prepay Term Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are so reinvested within 365 days after the date of receipt of such Net Cash Proceeds (or, within such 365 day period, the Parent Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within 180 days after such binding commitment is so entered into) and (y) the Parent Borrower shall not be required to prepay Term Loans hereunder in respect of any such Net Cash Proceeds from any Prepayment Asset Sale or Property Loss Event of any Foreign Subsidiary if repatriation by that Foreign Subsidiary of such Net Cash Proceeds (i) is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Foreign Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived or (ii) would otherwise result in adverse tax consequences as determined by the Parent Borrower in good faith; provided, however, that (I) if any Net Cash Proceeds are not reinvested or applied as a repayment on or prior to the last day of the applicable application period, an amount equal to such Net Cash Proceeds shall be applied within 5 Business Days to the prepayment of the Term Loans if at as set forth above (without regard to the time immediately preceding proviso) and (II) if, as a result of receipt thereof any Prepayment Asset Sale or Property Loss Event, the Leverage Ratio is not greater than 2.50 Parent Borrower would be required to 1.00. The make an “offer to purchase” the Existing Senior Notes pursuant to the terms of the Existing Senior Notes Documentation or any other Material Indebtedness, in any such case prior to the expiry of the foregoing reinvestment or repayment periods, the Parent Borrower shall deliver apply the relevant percentage of such Net Cash Proceeds as required above by this paragraph (b) to prepay Term Loans in accordance with Section 2.13(e) on the day immediately preceding the date of such required “offer to purchase” (without regard to the Administrative Agent immediately preceding proviso).
(c) No later than the tenth Business Day following the delivery of the Section 5.04 Financials under Section 5.04(a) (commencing with the fiscal year ended December 31, 2016), the Parent Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to the excess, if any, of (i) at the time applicable ECF Percentage of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of Excess Cash Flow for the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and fiscal year then ended over (ii) not later than the later sum of (A1) the date on which aggregate principal amount of Term Loans and Revolving Loans (to the extent accompanied by a Responsible Officer permanent reduction of the Borrower becomes aware that Revolving Credit Commitments) prepaid pursuant to Section 2.12 (in the case of Section 2.12(f), in an amount equal to the discounted amount actually paid in cash in respect of the applicable Term Loans) or 9.04(m) during such prepayment will be made and (B) the date that is three Business Days fiscal year or on or prior to the date such payment is required to be made (without duplication) and (2) voluntary prepayments of Indebtedness secured on a pari passu basis with the Obligations, in each case to the extent such prepayments are not funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness).
(d) In the event that the Parent Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness (other than any cash proceeds from the issuance or incurrence of Indebtedness permitted pursuant to Section 6.01 but including Credit Agreement Refinancing Indebtedness and Replacement Term Loans), the Parent Borrower shall no later than the third Business Day next following the receipt of such prepaymentNet Cash Proceeds, a notice apply an amount equal to 100% of such prepayment. Such certificate shall also describe Net Cash Proceeds to prepay outstanding Term Loans in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromaccordance with Section 2.13(e).
Appears in 1 contract
Samples: Credit Agreement (VWR Corp)
Mandatory Prepayments. (a) Not later To the extent the Preferred Stock Redemption is not consummated on or before the Preferred Stock Redemption Date, 100% of the Redemption Amount shall be applied on the Business Day immediately following the Preferred Stock Redemption Date toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(g).
(b) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than 100 days Credit Agreement Refinancing Indebtedness)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(g).
(c) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or from any Recovery Event then, unless a Reinvestment Notice shall be delivered within three Business Days after receipt thereof, such Net Cash Proceeds shall be applied after such third Business Day toward the end prepayment of the Term Loans and other amounts as set forth in Section 2.12(g); provided that notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(g).
(d) If, for any fiscal year of Borrower, the Borrower commencing with the fiscal year ending December 2831, 19962025, there shall be Excess Cash Flow, the Borrower shall (i) calculate shall, on the relevant Excess Cash Flow for such fiscal year and Application Date, apply 75the difference of 50% of such Excess Cash Flow minus the aggregate amount of any voluntary prepayments (including Discounted Prepayments made pursuant to prepay Borrowings Section 2.29 and assignments to Holdings, the Borrower or any Subsidiary made pursuant to Section 10.6(h), with the amount of such prepayment being equal to the amount actually paid by the Borrower (or Holdings or any Subsidiary, as applicable)) of the Term Loans or to the extent the Revolving Commitment is permanently reduced by an amount equal to such payment, any voluntary prepayments of the Revolving Loans, made during such year (in accordance each case, to the extent such payment is not financed with paragraph the proceeds of Indebtedness for borrowed money or the proceeds of an equity issuance) toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(g); provided that such percentage shall be reduced to (di) below 25% if the Consolidated Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 2.40 to 1.00 but greater than 1.90 to 1.00 and (ii) deliver to 0% if the Administrative Agent a certificate signed by any Financial Officer Consolidated Net Leverage Ratio as of the Borrower setting forth the amount, if any, last day of such fiscal year is less than or equal to 1.90 to 1.00. Each such prepayment shall be made on a date (each an “Excess Cash Flow Application Date”) occurring no later than the earliest of three Business Days after (i) the date on which the financial statements of Holdings referred to in Section 6.1(a), for the fiscal year with respect to which such period prepayment is made, are required to be delivered to the Lenders, and (ii) the calculation thereof, in reasonable detaildate such financial statements are actually delivered.
(be) In Upon the event receipt of any termination Specified Equity Contribution, 100% of all such Specified Equity Contribution shall be applied within five (5) Business Days after receipt thereof toward the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitmentsprepayment of the Term Loans and other amounts as set forth in Section 2.12(g).
(f) If on any date any Group Member shall receive any Extraordinary Receipts, 100% of the Borrower net cash proceeds of such Extraordinary Receipts shall repay or prepay all be applied within five (5) Business Days after receipt thereof toward the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowingsprepayment of the Term Loans and other amounts as set forth in Section 2.12(g).
(g) Amounts to be applied in connection with prepayments made pursuant to this Section 2.12 shall be applied to the prepayment of scheduled installments due in respect of the Term Loans ratably for each upcoming scheduled installment payment of Term Loans required under Section 2.3 (excluding the final payment at the Term Loan Maturity Date) until each such scheduled installment is paid in full and, respectivelythereafter, to the final payment due in respect of the Term Loans on the Term Loan Maturity Date, and, in each case, to the extent accrued shall be paid together with accrued interest to the date of such terminationprepayment on the amount prepaid; provided that any Term Lender may decline any such prepayment made pursuant to this Section 2.12 (other than any prepayment made with the proceeds of Credit Agreement Refinancing Indebtedness) (the aggregate amount of all such prepayments declined in connection with any particular prepayment, collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by the Borrower. In Each prepayment of the Loans under this Section 2.12 (except in the case of Revolving Loans that are ABR Loans, in the event of any partial reduction of the all Revolving Credit Commitments, then (iCommitments have not been terminated) at or prior shall be accompanied by accrued interest to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an prepayment on the amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00prepaid. The Borrower shall deliver to the Administrative Agent and each Term Lender notice of each prepayment of Term Loans in whole or in part pursuant to this Section 2.12 not less than three (3) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date and (ii) the aggregate amount of such prepayment.
(h) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this paragraph (c)Section 2.12, a certificate signed by a Financial Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment or reduction.
(i) Mandatory prepayments made pursuant to Section 2.12(b) and Section 2.12(c) shall be subject to the prepayment premium set forth in Section 2.9(d).
(iij) Notwithstanding any provisions of this Section 2.12 to the contrary, to the extent the Borrower determines, acting in good faith, that any repatriation or distribution (or deemed repatriation or deemed distribution for tax purposes) to the Borrower of Net Cash Proceeds, Excess Cash Flow, and Extraordinary Receipts described in this Section 2.12 that are attributable to any Subsidiary would reasonably be expected to result in material adverse Tax consequences to any Group Member (as determined by the Borrower in good faith and in consultation with the Administrative Agent), or would be prohibited or restricted by applicable Requirements of Law, or applicable Operating Documents or material agreements of such Subsidiary, the applicable Net Cash Proceeds, Excess Cash Flow, or Extraordinary Receipts, as applicable, shall not later than be required to be so repatriated or distributed and the later relevant amounts shall not be required to be prepaid in accordance with this Section 2.12. To the extent that the relevant material adverse Tax consequences, restrictions imposed by Requirements of Law or restrictions set forth in the applicable Operating Documents or material agreements, in each case, would no longer be applicable at any time in the twelve (A12) month period following the date on which a Responsible Officer day that the relevant amounts would otherwise be required to be prepaid pursuant to this Section 2.12, the Borrower shall cause such amounts to be prepaid as and to the extent otherwise required pursuant to this Section 2.12. The Borrower will use commercially reasonable efforts to avoid or mitigate any material adverse Tax consequences, restrictions imposed by Requirements of Law and restrictions set forth in the applicable Operating Documents or material agreements, in each case, that would otherwise limit an obligation of the Borrower becomes aware that such to make a mandatory prepayment will be made and (B) in accordance with the date that is three Business Days prior to the date terms of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromthis Section 2.12.
Appears in 1 contract
Mandatory Prepayments. (a) Not later than 100 days If at any time after the end Closing Date any Group Member receives any Net Cash Proceeds from the Incurrence of any Indebtedness (other than Excluded Indebtedness) or the issuance of any Disqualified Capital Stock, the Borrower shall prepay the Term Loans on the date of such receipt in an amount equal to 100% of such Net Cash Proceeds.
(b) If at any time after the Closing Date any Group Member receives any Net Cash Proceeds from any Asset Sale or Recovery Event in an amount exceeding $20,000,000 in any fiscal year, then, unless a Reinvestment Notice shall be delivered in respect thereof, the Borrower shall prepay the Term Loans on the third Business Day following the date of such receipt in an amount equal to 100% of such Net Cash Proceeds. If a Reinvestment Notice has been delivered in respect of any Asset Sale or Recovery Event, then on each Reinvestment Prepayment Date relating thereto, the Borrower shall prepay the Term Loans in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event.
(c) If, for any fiscal year of Borrower, the Borrower commencing with the fiscal year ending on December 2831, 19962011, there is any Excess Cash Flow, the Borrower shall prepay the Term Loans in an amount equal to (ia) calculate Excess Cash Flow for such fiscal year and apply 75% the ECF Percentage of such Excess Cash Flow minus (b) the sum of (i) all voluntary prepayments of Term Loans, Incremental Loans made pursuant to prepay Borrowings in accordance with paragraph (d) below Incremental Term Loan Commitments and Refinancing Term Loans made during such fiscal year and (ii) deliver all voluntary prepayments of Incremental Loans made pursuant to Incremental Revolving Commitments and Revolving Loans during such fiscal year to the Administrative Agent a certificate signed by any Financial Officer of extent the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger corresponding Incremental Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of Commitments are permanently reduced by the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date amount of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, thatpayments and, in the case of Net Proceeds from an Equity Issuance, (x) each of the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent preceding clauses (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior ), to the date extent such payments are not funded with the proceeds of Indebtedness on or before the 105th day following the end of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromfiscal year.
Appears in 1 contract
Mandatory Prepayments. The Borrower shall prepay the Collective Facilities at the times and in the manner set forth below in the respective amounts set forth in the following clauses (ai) Not later than 100 days after and (ii) (the “Mandatory Prepayment Funds”):
(i) In the case of any Material Asset Sale occurring during a Leverage Trigger Period, within 3 Business Days following the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996applicable Reinvestment Period (the “Repayment Date”), the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit Collective Facilities in an aggregate amount sufficient equal to eliminate all Net Cash Proceeds resulting from such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) belowMaterial Asset Sale; provided, however, that, in that the case amount of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent prepayments under this clause (i) at shall be reduced first by, for any Material Asset Sale individually, the time amount of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of any Reinvestments up to the amount of such prepayment Net Cash Proceeds made during the 6-month period immediately following the closing of such Material Asset Sale (the “Reinvestment Period”) and second by, for all Material Asset Sales collectively, the first $100,000,000 of Net Cash Proceeds above any such Reinvestments resulting from such Material Asset Sales; provided, however, that (1) if the applicable Repayment Date is not during a Leverage Trigger Period, then no Mandatory Prepayments shall be required with respect to such Material Asset Sale pursuant to this Section 2.07(c)(i), and (2) if, on the applicable Repayment Date, a Subsidiary of the Borrower shall be a party to a binding contract for the purchase of an Unencumbered Property executed during the applicable Reinvestment Period, then the applicable Reinvestment Period shall be extended for a period of 60 days upon Borrower’s notice to the Administrative Agent, which notice shall be accompanied by a certified copy of the applicable purchase contract, but in no case shall a single Reinvestment Period be so extended more than once; and
(ii) not later than In the later case of (A) the date on which any Refinancing Debt incurred during a Responsible Officer Leverage Trigger Period, within 3 Business Days following incurrence of such Refinancing Debt, the Borrower becomes aware that shall prepay the Collective Facilities in an aggregate amount equal to all Net Cash Proceeds resulting from such prepayment will Refinancing Debt. The Mandatory Prepayment Funds shall first be made and (B) applied to the date that is three Business Days prior to Collective Facilities on a pro rata basis based on the principal amount, as of the date of such the applicable prepayment, a notice of outstanding Advances (as such prepayment. Such certificate shall also describe term is defined herein or in reasonable detail the facts and circumstances giving rise Consolidated Credit Agreement, as applicable) in an amount equal to the applicable prepayment event Mandatory Commitment Reduction. Any Mandatory Prepayment Funds remaining after applying an amount equal to the Mandatory Commitment Reduction as described in the immediately preceding sentence shall be applied to the outstanding Revolving Facility Advances (as such term is defined in the Consolidated Credit Agreement). Any Mandatory Prepayment Funds remaining after payment of all outstanding Revolving Facility Advances (as such term is defined in the Consolidated Credit Agreement) shall be deposited into the Cash Collateral Account (as such term is defined in the Consolidated Credit Agreement) up to the outstanding Letter of Credit Exposure (as such term is defined in the Consolidated Credit Agreement) as security for the Obligations (as such term is defined herein or in the Consolidated Credit Agreement) and a reasonably detailed calculation such funds shall be disbursed in accordance with Section 8.04 of the Net Proceeds therefromConsolidated Credit Agreement mutatis mutandis.
Appears in 1 contract
Samples: Senior Unsecured Term Loan Agreement (LaSalle Hotel Properties)
Mandatory Prepayments. (ai) Not later than 100 days If, after giving effect to any termination or reduction of the end Aggregate Maximum Credit Amounts pursuant to Section 2.03(b), the outstanding aggregate principal amount of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996Loans plus the LC Exposure exceeds the Aggregate Maximum Credit Amounts, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, Loans on the date of such termination. In the event of any partial termination or reduction of the Revolving Credit Commitments, then (i) at or prior in an aggregate principal amount equal to the effective date of such reductionexcess, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, together with interest on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an principal amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds paid accrued to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount date of such prepayment and (ii) not later than if any excess remains after prepaying all of the later Loans because of LC Exposure, pay to the 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 Borrowing Base results in a Borrowing Base Deficiency, then the Borrower shall within thirty (30) days of receipt of written notice thereof either: (A) prepay the date Loans in an aggregate principal amount equal to the Borrowing Base Deficiency, together with interest on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior principal amount paid accrued to the date of such prepaymentprepayment and if a Borrowing Base Deficiency remains after prepaying all of the Loans because of LC Exposure, the Borrower shall pay to the 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 2.10(b); or (B) the Borrower shall notify the Agent (which will promptly notify the Lenders) in writing of the Borrower's election to initiate a notice Deficiency Period during which it will eliminate such Borrowing Base Deficiency by making six (6) consecutive monthly Deficiency Payments, the first of such prepayment. Such certificate payments being due and payable with the delivery to the Agent of such notice and each of the remaining payments due and payable on the same day of each month thereafter during the Deficiency Period; provided however, in the event of an acceleration of the maturity of the Notes pursuant to Section 10.02 hereof, such acceleration shall also describe accelerate the maturity of all outstanding and unpaid Deficiency Payments.
(iii) If a reduction in reasonable detail the facts Borrowing Base pursuant to Section 2.08(d) because of a Transfer of any Oil and circumstances giving rise Gas Properties will result in a Borrowing Base Deficiency, then the Borrower shall immediately upon such Transfer prepay the Loans in an aggregate principal amount equal to such Borrowing Base Deficiency, and if a Borrowing Base Deficiency remains thereafter because of LC Exposure, pay to the applicable prepayment event and a reasonably detailed calculation Agent on behalf of the Net Proceeds therefromLenders an amount equal to such remaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.10(b).
Appears in 1 contract
Mandatory Prepayments. (a) Not Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness (excluding any Indebtedness incurred in accordance with Section 7.2, other than Permitted Refinancing Obligations in respect of Term Loans) shall be incurred by the Borrower or any Restricted Subsidiary, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied not later than 100 days one Business Day after the end date of each receipt of such Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.12(d).
(b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any Restricted Subsidiary shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied not later than 10 Business Days after 59 [[6103614]]
(c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Borrower, the Borrower commencing with the fiscal year ending December 28March 31, 19962014, the Borrower shall (i) calculate Excess Cash Flow for such but solely with respect to any fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or ending prior to the effective date of such reductionNinth Amendment Effective Date, the Administrative Agent there shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationbe Excess Cash Flow, then the Borrower shall, on the date relevant Excess Cash Flow Application Date, apply an amount equal to (i) the Excess Cash Flow Percentage of such reduction or terminationExcess Cash Flow minus (ii) the aggregate amount of all prepayments of Revolving Loans to the extent accompanied by permanent optional reductions of the Revolving Commitments, repay or prepay Revolving Credit Borrowings or cashand all optional prepayments of Term Loans (x) during such fiscal year (which, in any event, shall not include any designated prepayment pursuant to clause (y) below) and (y) during the period beginning with the day following the last day of such fiscal year and ending on the Excess Cash Flow Application Date and stated by the Borrower to be prepaid pursuant to this Section 2.12(c)(ii)(y), in each case other than to the extent any such prepayment is funded with the proceeds of long-collateralize outstanding Letters term Indebtedness, toward the prepayment of Credit Term Loans as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an amount sufficient “Excess Cash Flow Application Date”) no later than ten days after the date on which the financial statements referred to eliminate in Section 6.1(a), for the fiscal year with respect to which such excessprepayment is made, are required to be delivered to the Lenders[Reserved].
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, Amounts to be applied in the case of Net Proceeds from an Equity Issuance, (x) the Borrower connection with prepayments pursuant to this Section 2.12 shall only be required to apply 50% of such Net Proceeds applied to the prepayment of the Term Loans if immediately prior in accordance with Section 2.18(b) until paid in full. In connection with any mandatory prepayments by the Borrower of the Term Loans pursuant to receipt thereof this Section 2.12, such prepayments shall be applied on a pro rata basis to the Leverage Ratio is greater than 3.00 then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Term SOFR Loans and with respect to 1.00 but not greater than 4.00 prepayments pursuant to 1.00 and 25% of Section 2.12(b) such Net Cash Proceeds may be applied, along with such prepayment of Term Loans (to the extent the Borrower elects, or is required by the terms thereof), to purchase, redeem or repay any Pari Passu Debt, pursuant to the agreements governing such other Indebtedness, on not more than a pro rata basis with respect to such prepayments of Term Loans; provided that if no Lender exercises the right to waive a given mandatory prepayment of the Term Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 pursuant to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (cSection 2.12(e), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of then, with respect to such mandatory prepayment, the amount of such mandatory prepayment and (ii) not later than shall be applied first to Term Loans that are ABR Loans to the later full extent thereof before application to Term Loans that are Term SOFR Loans in a manner that minimizes the amount of (A) any payments required to be made by the date on which a Responsible Officer Borrower pursuant to Section 2.21. Each prepayment of the Borrower becomes aware that such prepayment will Term Loans under this Section 2.12 shall be made and (B) the date that is three Business Days prior accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding anything to the contrary in Section 2.12 or 2.18, with respect to the amount of any mandatory prepayment pursuant to Section 2.12(b) or (c) that is allocated to Tranche B Term Loans (such amount, the “Tranche B Prepayment Amount”), the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans as provided in paragraph (d) above, on the date specified in this Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Term Lender (which, for avoidance of doubt, includes each New Term Lender and Extending Lender holding Tranche B Term Loans) a notice of (each, a “Tranche B Prepayment Option Notice”) as described below. As promptly as practicable after receiving such prepayment. Such certificate shall also describe in reasonable detail notice from the facts and circumstances giving rise to Borrower, the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.60 [[6103614]]
Appears in 1 contract
Samples: Credit Agreement (Booz Allen Hamilton Holding Corp)
Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyshall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings. In the event of If, after giving effect to any partial reduction of the Revolving Credit Commitments, then (i) Commitments or at or prior to the effective date of such reductionany other time, the Administrative Agent shall notify the Borrower and the aggregate outstanding Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure Loans would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationCommitment, then the Borrower shall, on the date of such reduction or terminationat such other time, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(cb) The Not later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds promptly upon its receipt thereof received with respect thereto (orincluding any Restricted Asset Sale Proceeds, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as and when repatriated as provided in the definition of such termbelow) to prepay Borrowings outstanding Loans in accordance with paragraph Section 2.13(e). Notwithstanding the foregoing, with respect to any Foreign Asset Sale, the Borrower may elect to reduce the amount of such prepayment by the amount of any Restricted Asset Sale Proceeds included in such Net Cash Proceeds; provided that the Borrower shall use its commercially reasonable efforts to repatriate any Restricted Asset Sale Proceeds as promptly as practicable following the date of such prepayment. To the extent the Borrower does not repatriate any such Restricted Asset Sale Proceeds, the Borrower shall prepay Term Loans in an aggregate amount equal to the corresponding Restricted Asset Sale Payment Amount on or prior to the first anniversary of the original prepayment date for the related Foreign Asset Sale.
(c) No later than the earlier of (i) 90 days after the end of each fiscal year of the Borrower and (ii) the date on which the financial statements with respect to such fiscal year are delivered pursuant to Section 5.04(a) (the “ECF Prepayment Date”), in each case commencing with the fiscal year ending December 31, 2014, the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to the excess, if any, of (A) the ECF Percentage of Excess Cash Flow for such fiscal year then ended minus (B) voluntary prepayments of Term Loans and Revolving Loans under Section 2.12(a) made during such fiscal year but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and only to the extent that such prepayments do not occur in connection with a refinancing of such Indebtedness. Notwithstanding the foregoing, the Borrower may elect to reduce the amount of such prepayment by an amount equal to the ECF Percentage of Restricted ECF, if any, for such fiscal year; provided that the Borrower shall use its commercially reasonable efforts to repatriate such applicable percentage of Restricted ECF as promptly as practicable following the ECF Prepayment Date (and upon any such repatriation, shall prepay the Term Loans by the amount thereof in accordance with this Section 2.13(c)). To the extent the Borrower does not so repatriate the applicable percentage of Restricted ECF, the Borrower shall prepay Term Loans in an aggregate amount equal to the corresponding Restricted ECF Payment Amount for the applicable fiscal year on or prior to the first anniversary of the date that the original payment was required to have been made pursuant to the terms of this Section 2.13(c).
(d) below; provided, however, that, in In the case event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from an Equity Issuancethe issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or incurrence of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (xand in any event not later than the third Business Day next following) the Borrower shall only be required receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to apply 50100% of such Net Cash Proceeds to the prepayment prepay outstanding Loans in accordance with Section 2.13(e).
(e) Mandatory prepayments of outstanding Term Loans if immediately prior pursuant to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 Sections 2.13(b), 2.13(c) and 25% of such Net Proceeds 2.13(d) shall be applied to the prepayment remaining scheduled installments of principal due in respect of the outstanding Term Loans if as directed by the Borrower; provided that in the event that more than one Class of Term Borrowings are outstanding at the time of receipt thereof such prepayment, the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any aggregate amount of such Net Proceeds prepayment shall be allocated ratably among the Term Borrowings of each such Class (unless, with respect to Other Term Loans and Specified Refinancing Term Loans, the applicable Incremental Assumption Agreement or Refinancing Amendment, as the case may be, provides that such prepayment may be made on a more than ratable basis to the prepayment of Term Loans if that were outstanding at the time of receipt incurrence of the Other Term Loans or Specified Refinancing Term Loans, as the case may be) irrespective of whether such outstanding Term Borrowings are ABR Loans or Eurodollar Loans; provided that if no Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the Leverage Ratio is amount of any payments required to be made by the Borrower pursuant to Section 2.11.
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not greater less than 2.50 all) of any mandatory prepayment of its Term Loans pursuant to 1.00this Section 2.13 (such declined amounts, the “Declined Proceeds”). All such Declined Proceeds may be retained by the Borrower.
(g) The Borrower shall deliver to the Administrative Agent (i) Agent, at the time of each prepayment required under this paragraph Section 2.13, (c), i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than to the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is extent practicable, at least three Business Days Days’ prior to the date of such prepaymentirrevocable written, a fax or other electronically transmitted notice of such prepayment. Such certificate Each notice of prepayment shall also describe in reasonable detail specify the facts prepayment date, the Class and circumstances giving rise Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the applicable prepayment event and a reasonably detailed calculation principal amount to be prepaid to but excluding the date of the Net Proceeds therefrompayment.
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Mandatory Prepayments. (i) If on any date the Borrower or any of the Subsidiary Loan Parties shall receive Net Cash Proceeds from any Prepayment Event described in clause (a) Not later than 100 days after of the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996definition thereof, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75make a prepayment of the Revolving Loans in an aggregate amount equal to 100% of such Excess Net Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed Proceeds received by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Subsidiary Loan Parties in excess of US$2,500,000 (“$2,500,000 Threshold”) during any fiscal year in accordance with this Section 2.4(b) within five (5) Business Days of receipt of such Net Cash Proceeds and the Revolving Credit Lenders Loan Commitment shall be permanently reduced by an amount equal to such Net Cash Proceeds in excess of US$2,500,000; provided that, after the Aggregate $2,500,000 Threshold has been reached, there shall be no prepayment or Revolving Credit Exposure after giving effect thereto and (iiLoan Commitment reduction requirement for any Prepayment Event described in this Section 2.4(b)(i) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Cash Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as resulting therefrom are less than $200,000; provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, further that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply prepay the Revolving Loans as a result of an Asset Sale permitted under Section 6.10(c), if, with respect to any Net Cash Proceeds received by the Borrower and the Subsidiary Loan Parties from such Asset Sale, (x) the Borrower or one of the Subsidiary Loan Parties uses such Net Cash Proceeds to replace the affected property or asset, (y) the Borrower or a Subsidiary Loan Party enters into a contract for such replacement within 120 days of the Prepayment Event, and (z) such repair or replacement is effected within 360 days of the Prepayment Event.
(ii) If on any date the Borrower or any of the Subsidiary Loan Parties shall receive Net Cash Proceeds from any Prepayment Event described in clause (b) of the definition thereof, the Borrower shall make a prepayment of the Revolving Loans in an aggregate amount equal to 100% of such Net Cash Proceeds received by Borrower in excess of US$500,000 during any fiscal year which shall be applied to prepay the Revolving Loans in accordance with this Section 2.4(b) within five (5) Business Days; provided that the Borrower shall not be required to prepay the Revolving Loans as a result of such Prepayment Event, if, with respect to any Net Cash Proceeds received by the Borrower and the Subsidiary Loan Parties from such Prepayment Events, (x) the Borrower or one of the Subsidiary Loan Parties uses such Net Cash Proceeds to repair or replace the affected property or asset, (y) the Borrower or a Subsidiary Loan Party enters into a contract for such repair or replacement within 120 days of the Prepayment Event, and (z) such repair or replacement is effected within 360 days of the Prepayment Event, and if such repair or replacement is not so contracted for or effected at the end of such 120 or 360 day period, as applicable, such Net Cash Proceeds shall be applied within five (5) Business Days of the end of such period to prepay the Revolving Loans in accordance with this Section 2.4(b) and the Revolving Loan Commitment shall be permanently reduced by an amount equal to such Net Cash Proceeds in excess of US$500,000.
(iii) If on any date the Borrower shall receive Net Cash Proceeds from any Prepayment Event described in clause (c) or (d) of the definition thereof, the Borrower shall make a prepayment of the Revolving Loans if at in an aggregate amount equal to 100% of such Net Cash Proceeds received by Borrower which shall be applied to prepay the time Revolving Loans in accordance with this Section 2.4(b) within five (5) Business Days and permanently reduce the Revolving Loan Commitment.
(iv) Amounts to be applied in connection with prepayments made pursuant to clauses (i)-(iii) of receipt thereof this Section 2.4(b) shall be applied to prepay the Leverage Ratio Revolving Loans, on a pro rata basis.
(v) Pending the final application of any such Net Cash Proceeds in accordance with this Section 2.4, the Borrower and its Subsidiaries may temporarily invest such Net Cash Proceeds in any manner that is not prohibited by this Agreement.”
(d) Amendment to Sections 2.12(e) and (g). Sections 2.12(e) and (g) of the Credit Agreement are hereby amended in their entirety to read as follows:
(e) If the Borrower is required to pay any amount to any Person pursuant to either paragraph (b) or (c) in an amount greater than 2.50 would otherwise be applicable if such Person is registered with the Hacienda, then such Person shall use reasonable efforts (consistent with legal and regulatory restrictions) to 1.00. The Borrower shall deliver change the jurisdiction of its Lending Office or other relevant office so as to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed eliminate any such additional payment by a Financial Officer of the Borrower setting forth that may thereafter accrue, if such change (in reasonable detail the calculation of the amount sole judgment of such prepayment Person) is not otherwise disadvantageous to such Person and (ii) not later than the later of (A) the date on which a Responsible Officer of shall cooperate with the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromrecover any contested amount.
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Mandatory Prepayments. (a) Not If any Indebtedness shall be incurred or issued by the Borrower or any Restricted Subsidiary after the Acquisition Effective Date (other than Excluded Indebtedness but including, for the avoidance of doubt, any Replacement Facility), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied promptly upon such incurrence or issuance toward the prepayment of the Loans as set forth in Section 4.2(f).
(b) If on any date after the Acquisition Effective Date the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within five (5) Business Days of such date toward the prepayment of the Loans as set forth in Section 4.2(f); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(f).
(c) The Borrower shall, on each Excess Cash Flow Application Date commencing with the Excess Cash Flow Application Date applicable to the fiscal year of the Borrower ending December 31, 2016, apply the ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) voluntary prepayments of the Loans (including the Term Loans but excluding prepayments of the Revolving Facility to the extent there is not an equivalent permanent reduction in commitments thereunder) and Dutch Auction purchases of Term Loans pursuant to Section 11.6(j) to the extent of cash payments by the Borrower in connection therewith, in each case made with Internally Generated Cash during such Excess Cash Flow Payment Period toward the prepayment of the Loans as set forth in Section 4.2(f); provided that with respect to the fiscal year period ending on December 31, 2016, (i) such calculation of Excess Cash Flow shall be pro rated to reflect the portion of Excess Cash Flow attributable to the period commencing on the Acquisition Effective Date and ending on December 31, 2016 and (ii) notwithstanding any such calculation hereunder, the aggregate amount of any mandatory prepayment under this Section 4.2(c) with respect to the fiscal year ending December 31, 2016 shall not exceed $75,000,000. Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than 100 days after the end of each the fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996Borrower for which such prepayment is made are required to be delivered to the Lenders.
(d) Notwithstanding the foregoing, the Borrower shall will not be required to prepay the Loans pursuant to clause (ib) calculate with respect to any Net Cash Proceeds from any Asset Sale or Recovery Event or pursuant to clause (c) with respect to any Excess Cash Flow for such fiscal year and apply 75% of such the related Excess Cash Flow Payment Period, in each case attributable to prepay Borrowings in accordance with paragraph a Foreign Subsidiary to the extent (di) below and the repatriation of such Net Cash Proceeds or Excess Cash Flow is prohibited by applicable local law from being repatriated so long, but only so long, as the applicable local law will not permit such repatriation (the Borrower hereby agreeing to use commercially reasonably efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation) or (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer repatriation of the Borrower setting forth the amount, if any, of such Net Cash Proceeds or Excess Cash Flow for from such period and Foreign Subsidiary would result in material adverse consequence with respect to Taxes, fees or similar impositions of Governmental Authorities (including any actual cash Tax liability of more than $10,000,000 owed to any Governmental Authorities that would be incurred in connection with such mandatory prepayment provisions, as determined after utilizing any of the calculation thereof, Borrower’s available net operating losses or other available Tax attributes); provided that in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior is required to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% make a payment of Net Cash Proceeds promptly upon its receipt thereof (oror Excess Cash Flow attributable to a Foreign Subsidiary, if applicablesuch payment shall be made as soon as practicable based on applicable legal, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of regulatory or commercial restraints after the Borrower becomes aware that such prepayment will repatriation would not be made and prohibited by applicable local law or result in material adverse consequences with respect to Taxes, fees or similar impositions of Governmental Authorities.
(Be) In the date event that is three Business Days prior the Collateral Agent delivers written notice to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise Escrow Agent pursuant to the applicable prepayment event and a reasonably detailed calculation Section 3(d) of the Net Proceeds therefrom.Escrow Agreement, the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto shall be immediately due and payable, and the
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Mandatory Prepayments. (a) Not later than 100 days after If any Indebtedness shall be incurred by the end Borrower or any of each its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans.
(b) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 75% of such Net Cash Proceeds shall be applied within five Business Days following such date toward the prepayment of the Term Loans; provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed, in any fiscal year of the Borrower, an amount equal to 5% of Consolidated Total Assets as of the last day of the Borrower’s immediately preceding fiscal year, and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans; provided, further, that, notwithstanding the foregoing, the Borrower shall not be required to prepay the Term Loans in accordance with this paragraph (b) except to the extent that the Net Cash Proceeds from all Asset Sales which have not been so applied equals or exceeds $20,000,000 in the aggregate.
(c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 2831, 19962006, there shall be Excess Cash Flow and the Consolidated Leverage Ratio as of the last day of such fiscal year is greater than or equal to 2.50 to 1.00, the Borrower shall (i) calculate shall, on the relevant Excess Cash Flow for such fiscal year and Application Date, apply 7550% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to toward the Administrative Agent a certificate signed by any Financial Officer prepayment of the Borrower setting forth the amount, if any, of Term Loans. Each such prepayment shall be made on a date (an “Excess Cash Flow for such period and Application Date”) no later than five Business Days after the calculation thereof, in reasonable detail.
(b) In the event earlier of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer the financial statements of the Borrower becomes aware that referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment will is made, are required to be made delivered to the Lenders and (Bii) the date that is such financial statements are actually delivered.
(d) If on any Calculation Date, the Total Revolving Extensions of Credit exceed 105% of the Total Revolving Commitments or the Alternative Currency LC Exposure exceeds 105% of the Alternative Currency LC Commitment, the Borrower shall, without notice or demand, within three Business Days prior after such Calculation Date, prepay the Revolving Loans (or, if no Revolving Loans remain outstanding, cash collateralize Letters of Credit in a manner satisfactory to the Administrative Agent) in an aggregate amount such that, after giving effect thereto, the Total Revolving Extensions of Credit do not exceed the Total Revolving Commitments and the Alternative Currency LC Exposure does not exceed the Alternative Currency LC Commitment.
(e) The application of any prepayment of Loans pursuant to this Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepaymentprepayment on the amount prepaid and shall be without premium, a notice charge or penalty on account of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise prepayment except such as would otherwise be due on account of a prepayment prior to the applicable prepayment event and a reasonably detailed calculation last day of the Net Proceeds therefroman Interest Period.
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Mandatory Prepayments. (a) Not later than 100 days after If any Capital Stock or Indebtedness shall be issued or incurred by any Group Member (excluding any Excluded Issuance and any Indebtedness permitted by Section 7.2(a) through (s)) an amount equal to the end Equity Sweep Percentage of each fiscal year such Net Cash Proceeds in the case of Borrower, commencing with Capital Stock and 100% of the fiscal year ending December 28, 1996, Net Cash Proceeds in the case of Indebtedness shall be applied by the Borrower shall (i) calculate Excess Cash Flow for on the date of receipt thereof by such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to Group Member toward the Administrative Agent a certificate signed by any Financial Officer prepayment of the Borrower setting Term Loans as set forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detailSection 2.9(e).
(b) In the event If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall have been timely delivered in respect thereof, an amount equal to 100% of any termination such Net Cash Proceeds shall be applied by or on behalf of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all promptly but no later than the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction end of the Revolving Credit Commitmentsfiscal month following the fiscal month in which such Net Cash Proceeds are received) toward the prepayment of the Term Loans as set forth in Section 2.9(e); provided that notwithstanding the foregoing, then (i) at or prior the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing prepayment requirement pursuant to the effective date Reinvestment Notices shall not exceed $150,000,000 in any fiscal year of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if on each Reinvestment Prepayment Date, an amount equal to the Aggregate Revolving Credit Exposure would exceed Reinvestment Prepayment Amount with respect to the Total Revolving Credit Commitment after giving effect to such reduction relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.9(e).
(c) If, for (i) the period from the first anniversary of the Closing Date through the end of the then current fiscal year of the Borrower or termination(ii) any fiscal year of the Borrower thereafter, then there shall be Excess Cash Flow, the Borrower shall, on the date relevant Excess Cash Flow Application Date, apply the ECF Percentage of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to Excess Cash Flow toward the prepayment of the Term Loans if immediately prior to receipt thereof as set forth in Section 2.9(e). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% earlier of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer the financial statements of the Borrower becomes aware that referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment will is made, are required to be made delivered to the Lenders and (Bii) the date that is three Business Days prior such financial statements are actually delivered.
(d) Following the establishment of any Receivable Financing Transaction by the Borrower or any of its Domestic Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be promptly applied by or on behalf of the Borrower toward the prepayment of the Term Loans as set forth in Section 2.9(e).
(e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.9 shall be made ratably among the Lenders of the Term Loans. The application of any prepayment made pursuant to this Section 2.9 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Term Loans under Section 2.9 shall be accompanied by accrued interest to the date of such prepaymentprepayment on the amount prepaid and, if a notice Eurodollar Loan is prepaid on any day other the last day of such prepayment. Such certificate the Interest Period applicable thereto, the Borrower shall also describe in reasonable detail the facts and circumstances giving rise pay amounts owing pursuant to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromSection 2.18.
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Samples: Credit Agreement (Lear Corp)
Mandatory Prepayments. (a) Not If any Indebtedness shall be incurred or issued by the Borrower or any Restricted Subsidiary after the Acquisition Effective Date (other than Excluded Indebtedness but including, for the avoidance of doubt, any Replacement Facility), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied promptly upon such incurrence or issuance toward the prepayment of the Loans as set forth in Section 4.2(f).
(b) If on any date after the Acquisition Effective Date the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within five (5) Business Days of such date toward the prepayment of the Loans as set forth in Section 4.2(f); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(f).
(c) The Borrower shall, on each Excess Cash Flow Application Date commencing with the Excess Cash Flow Application Date applicable to the fiscal year of the Borrower ending December 31, 2016, apply the ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) voluntary prepayments of the Loans (including the Term Loans but excluding prepayments of the Revolving Facility to the extent there is not an equivalent permanent reduction in commitments thereunder) and Dutch Auction purchases of Term Loans pursuant to Section 11.6(j) to the extent of cash payments by the Borrower in connection therewith, in each case made with Internally Generated Cash during such Excess Cash Flow Payment Period toward the prepayment of the Loans as set forth in Section 4.2(f); provided that with respect to the fiscal year period ending on December 31, 2016, (i) such calculation of Excess Cash Flow shall be pro rated to reflect the portion of Excess Cash Flow attributable to the period commencing on the Acquisition Effective Date and ending on December 31, 2016 and (ii) notwithstanding any such calculation hereunder, the aggregate amount of any mandatory prepayment under this Section 4.2(c) with respect to the fiscal year ending December 31, 2016 shall not exceed $75,000,000. Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than 100 days after the end of each the fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996Borrower for which such prepayment is made are required to be delivered to the Lenders.
(d) Notwithstanding the foregoing, the Borrower shall will not be required to prepay the Loans pursuant to clause (ib) calculate with respect to any Net Cash Proceeds from any Asset Sale or Recovery Event or pursuant to clause (c) with respect to any Excess Cash Flow for such fiscal year and apply 75% of such the related Excess Cash Flow Payment Period, in each case attributable to prepay Borrowings a Foreign Subsidiary to the extent (i) the repatriation of such Net Cash Proceeds or Excess Cash Flow is prohibited by applicable local law from being repatriated so long, but only so long, as the applicable local law will not permit such repatriation (the Borrower hereby agreeing to use commercially reasonably efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation) or (ii) the repatriation of such Net Cash Proceeds or Excess Cash Flow from such Foreign Subsidiary would result in material adverse consequence with respect to Taxes, fees or similar impositions of Governmental Authorities (including any actual cash Tax liability of more than $10,000,000 owed to any Governmental Authorities that would be incurred in connection with such mandatory prepayment provisions, as determined after utilizing any of the Borrower’s available net operating losses or other available Tax attributes); provided that in the event the Borrower is required to make a payment of Net Cash Proceeds or Excess Cash Flow attributable to a Foreign Subsidiary, such payment shall be made as soon as practicable based on applicable legal, regulatory or commercial restraints after the Borrower becomes aware that such repatriation would not be prohibited by applicable local law or result in material adverse consequences with respect to Taxes, fees or similar impositions of Governmental Authorities.
(e) In the event that the Collateral Agent delivers written notice to the Escrow Agent pursuant to Section 3(d) of the Escrow Agreement, the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto shall be immediately due and payable, and the Administrative Agent shall apply all proceeds received from the Escrow Account in accordance with paragraph (d) below Section 4.2 and (ii) Section 4.8; provided that if the amount of the Escrow Property is less than the amount required to prepay the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto in full on such date, the Borrower will deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyAgent, on the date of such termination. In prepayment, an amount equal to such deficiency.
(f) Amounts to be applied in connection with prepayments made pursuant to Section 4.2 (a)-(e) shall be applied, without premium or penalty (other than in connection with a Repricing Event) first, to the event prepayment of the Term Loans in accordance with Section 4.8 and, second, to prepay the Revolving Loans without any partial permanent reduction of the Revolving Credit Commitments, then in each case on a pro rata basis. The application of any prepayment pursuant to this Section 4.2 shall be made, first, to ABR Loans and, second, to Eurocurrency Loans. Each prepayment of the Loans under this Section 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid, and any premium applicable thereto under Section 4.1(b); provided, further, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 4.11.
(g) Each Term Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery, facsimile transmission or PDF attachment to an e-mail) at least one Business Day prior to the required prepayment date, to decline all or any portion of any mandatory prepayment pursuant to Section 4.2(a)-(e) of its Loans (such declined prepayment amounts, “Declined Prepayments”) other than any prepayment from the proceeds of any Replacement Facility, in which case (i) at or prior such Declined Prepayments shall be applied pro rata to the effective date all Term Loans of each Term Lender that did not elect to decline such reductionprepayment, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if to the Aggregate extent of any excess, such Declined Prepayments shall be retained by the Borrower.
(h) If at any time, (i) other than as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposure would exceed Exposures (calculated, with respect to those Revolving Extensions of Credit denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Revolving Extension of Credit) exceeds the Total Revolving Commitments or (B) the sum of the aggregate principal Dollar Amount of all of the outstanding L/C Exposures and Revolving Credit Commitment after giving effect Exposures denominated in Foreign Currencies (the “Foreign Currency Exposure”) (so calculated), as of the most recent Computation Date with respect to each such reduction Revolving Extension of Credit exceeds the Foreign Currency Sublimit or termination(ii) solely as a result of fluctuations in currency exchange rates, then (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Extensions of Credit (so calculated) exceeds 105% of the Total Revolving Commitments or (B) the Foreign Currency Exposure, as of the most recent Computation Date with respect to each such Revolving Extension of Credit, exceeds 105% of the Foreign Currency Sublimit, the Borrower shallshall in each case immediately repay Revolving Loans or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to the Administrative Agent, on the date of such reduction or terminationas applicable, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an aggregate principal amount sufficient to eliminate such excess.
cause (cx) The Borrower shall apply 100% the aggregate Dollar Amount of Net Proceeds promptly upon its receipt thereof all Revolving Extensions of Credit (orso calculated) to be less than or equal to the Total Revolving Commitments and (y) the Foreign Currency Exposure to be less than or equal to the Foreign Currency Sublimit, if as applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuanceprepayments of Revolving Loans, (x) if the Borrower shall only be required to apply 50% aggregate principal amount of such Net Proceeds to the prepayment of Revolving Loans if immediately prior to receipt thereof the Leverage Ratio then outstanding is greater less than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and excess (ii) not later than the later of (A) the date on which because L/C Obligations constitute a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.portion thereof),
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Mandatory Prepayments. (a) Not later than 100 days after Unless the end of each fiscal year of BorrowerRequired Prepayment Lenders shall otherwise agree, commencing with the fiscal year ending December 28, 1996, the Borrower shall if any Indebtedness (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow excluding any Indebtedness permitted to prepay Borrowings be incurred in accordance with paragraph (dSection 7.2) below and (ii) deliver shall be incurred by the Borrower or any Restricted Subsidiary, an amount equal to the Administrative Agent a certificate signed by any Financial Officer 100% of the Borrower setting Net Cash Proceeds thereof shall be applied not later than one Business Day after the date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans as set forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detailSection 2.12(d).
(b) In Unless the event of Required Prepayment Lenders shall otherwise agree, if on any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, date the Borrower or any Restricted Subsidiary shall repay for its own account receive Net Cash Proceeds from any Asset Sale or prepay all Recovery Event (except to the outstanding Pre-Merger Revolving extent such Asset Sale or Recovery Event, as applicable, relates to any ABL Facility Borrowings or Post-Merger Revolving First Priority Collateral so long as such ABL Facility BorrowingsFirst Priority Collateral secures the ABL Facility), respectivelythen, on unless a Reinvestment Notice shall be delivered to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied not later than 10 Business Days after such date of such termination. In toward the event of any partial reduction prepayment of the Revolving Credit CommitmentsTerm Loans as set forth in Section 2.12(d); provided, then that, notwithstanding the foregoing, (i) at or prior if a Reinvestment Notice has been delivered to the effective date of such reductionAdministrative Agent, the Administrative Agent Term Loans shall notify be prepaid as set forth in Section 2.12(d) by an amount equal to the Borrower and Reinvestment Prepayment Amount with respect to the Revolving Credit Lenders of relevant Reinvestment Event on the Aggregate Revolving Credit Exposure after giving effect thereto applicable Reinvestment Prepayment Date and (ii) if on the Aggregate Revolving Credit Exposure would exceed date (the Total Revolving Credit Commitment “Trigger Date”) that is six months after giving effect any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such reduction or terminationTrigger Date.
(c) Unless the Required Prepayment Lenders shall otherwise agree, then if, for any Excess Cash Flow Period, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (A) the Excess Cash Flow Application Amount, minus (B) the aggregate amount of all prepayments of Revolving Loans and ABL Loans during such Excess Cash Flow Period to the extent accompanied by permanent optional reductions of the applicable commitments, and all optional prepayments of Term Loans during such Excess Cash Flow Period (excluding any such optional prepayments during such Excess Cash Flow Period which the Borrower elected to apply to the calculation pursuant to this paragraph (c) in a prior Excess Cash Flow Period) and, at the option of the Borrower, optional prepayments of Term Loans after such Excess Cash Flow Period but prior to the time of the Excess Cash Flow Application Date, in each case other than to the extent any such prepayment is funded with the proceeds of long-term Indebtedness, toward the prepayment of Term Loans as set forth in Section 2.12(d), in each case of this clause (B), to the extent not deducted in accordance with clause (b)(iii) of the definition of “Excess Cash Flow”. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten days after the date on which the financial statements referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders.
(d) Amounts to be applied in connection with prepayments of Term Loans pursuant to this Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b) until paid in full. In connection with any mandatory prepayments by the Borrower of the Term Loans pursuant to this Section 2.12, such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans and (to the extent the Borrower elects, or is required by the terms thereof) may be applied, along with such prepayments of Term Loans, to purchase, redeem or repay any other Indebtedness secured by the Collateral on a pari passu basis with the Liens securing the Obligations pursuant to one or more Other Intercreditor Agreements, pursuant to the agreements governing such other Indebtedness, on not more than a pro rata basis with respect to such prepayments of Term Loans; provided, that with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurocurrency Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.21. Each prepayment of the Term Loans under this Section 2.12 shall be accompanied by accrued interest to the date of such reduction prepayment on the amount prepaid.
(e) Notwithstanding anything to the contrary in Section 2.12 or termination2.18, with respect to the amount of any mandatory prepayment pursuant to Section 2.12(b) or (c) (such amount, the “Term Prepayment Amount”), the Borrower may, in its sole discretion, in lieu of applying such amount to the prepayment of Term Loans as provided in paragraph (d) above, on the date specified in this Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Term Lender (which, for avoidance of doubt, includes each New Term Lender and Extended Lender holding Term Loans) a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Term Lender a Prepayment Option Notice, which shall be in the form of Exhibit I (or such other form approved by the Administrative Agent and the Borrower), and shall include an offer by the Borrower to prepay, on the date (each a “Mandatory Prepayment Date”) that is ten Business Days after the date of the Prepayment Option Notice, the Term Loans of such Lender by an amount equal to the portion of the Term Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Term Loans. Each Term Lender may reject all or a portion of its Term Prepayment Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York City time) five Business Days after such Term Lender’s receipt of the Prepayment Option Notice (which notice shall specify the principal amount of the Term Prepayment Amount to be rejected by such Lender) (such rejected amounts collectively, the “Declined Amount”); provided, that any Term Lender’s failure to so reject such Term Prepayment Amount shall be deemed an acceptance by such Term Lender of such Prepayment Option Notice and the amount to be prepaid in respect of Term Loans held by such Term Lender. On the Mandatory Prepayment Date, the Borrower shall pay to the relevant Term Lenders the aggregate amount necessary to prepay that portion of the outstanding Term Loans in respect of which such Lenders have (or are deemed to have) accepted prepayment as described above. Any such Declined Amounts may be used by the Borrower for any purpose not prohibited by this Agreement.
(f) If, on any date, the aggregate Revolving Extensions of Credit would exceed the aggregate Revolving Commitments (other than as a result of any revaluation of the Dollar Equivalent of any Revolving Loans or the L/C Obligations on any Revaluation Date in accordance with Section 1.4, in which case, if the aggregate Revolving Extensions of Credit would exceed 105% of the aggregate Revolving Commitments), the Borrower shall promptly repay or prepay Revolving Credit Borrowings Loans and, after the Revolving Loans shall have been repaid or cash-collateralize outstanding prepaid in full, replace, cause to be canceled or Cash Collateralize Letters of Credit in an amount sufficient to eliminate such excess (it being understood that any portion of the L/C Exposure that is Cash Collateralized shall be deemed not to be included in any Revolving Extensions of Credit for purposes of determining the amount of any such excess). If the Borrower shall provide collateral under this paragraph (f) as a result of the Revolving Commitments being exceeded, such amount shall (so long as no other requirement for Cash Collateralization shall then exist) be returned to the Borrower within three Business Days after the Revolving Commitments are no longer so exceeded.
(cg) The Borrower shall apply 100% Notwithstanding any other provisions of this Section 2.12, (A) to the extent that any or all of the Net Cash Proceeds promptly upon its receipt thereof of any Asset Sale by a Foreign Subsidiary (ora “Foreign Asset Sale”) or the Net Cash Proceeds of any Recovery Event with respect to a Foreign Subsidiary (a “Foreign Recovery Event”), if applicablein each case giving rise to a prepayment event pursuant to Section 2.12(b), promptly upon any amounts or Excess Cash Flow derived from a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.12(c), are or is prohibited, restricted or delayed by applicable local law from being deemed repatriated to constitute the United States, the portion of such Net Cash Proceeds as or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.12 but may be retained by the definition applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit or restricts repatriation to the United States (the Borrower hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such termaffected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof including, without duplication, any repatriation costs associated with repatriation of such proceeds from the applicable recipient to the Borrower) to prepay Borrowings the repayment of the Term Loans in accordance with paragraph this Section 2.12 and (dB) below; to the extent that the Borrower has determined in good faith that repatriation of any or all of the Net Cash Proceeds of any Foreign Asset Sale or any Foreign Recovery Event or any Excess Cash Flow derived from a Foreign Subsidiary could reasonably be expected to result in a material adverse tax consequence (taking into account any foreign tax credit or benefit, in the Borrower’s reasonable judgment, expected to be realized in connection with such repatriation) with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary, provided, however, that, in the case of this clause (B), on or before the date on which any Net Cash Proceeds from an Equity Issuanceso retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section 2.12 (or fifteen months after the date such Excess Cash Flow would have been so required to be applied if it were Net Cash Proceeds), (x) the Borrower shall only be required apply an amount equal to apply 50% of such Net Cash Proceeds or Excess Cash Flow to the prepayment of Loans such reinvestments or prepayments as if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Cash Proceeds to or Excess Cash Flow had been received by the prepayment Borrower rather than such Foreign Subsidiary, less the amount of Loans additional taxes that would have been payable or reserved against if at such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary) or (y) such Net Cash Proceeds or Excess Cash Flow shall be applied to the repayment of Indebtedness of a Foreign Subsidiary, in each case, other than as mutually agreed by the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to and the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromAgent.
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Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow If any Equity Interests (excluding (x) any issuance of Series A Convertible Preferred Stock in exchange for such fiscal year Indebtedess, (y) any Equity Interests issued pursuant to Section 8.19, and apply 75% of such Excess Cash Flow (z) any Warrant Shares (as defined in the Warrant) issued pursuant to prepay Borrowings the Warrant) or Indebtedness (excluding any Indebtedness incurred in accordance with paragraph (dSection 9.02) below and (ii) deliver shall be issued or incurred by the Parent or any of its Subsidiaries, an amount equal to the Administrative Agent a certificate signed by any Financial Officer 100% of the Borrower setting forth the amount, if any, of Excess Net Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower Proceeds thereof shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, be applied on the date of such termination. In issuance or incurrence toward the event of any partial reduction prepayment of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and Loans.
(ii) if If on any date any the Aggregate Revolving Credit Exposure would exceed Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, except in the Total Revolving Credit Commitment after giving effect case of a Recovery Event where the Borrower has delivered a Reinvestment Notice to the Administrative Agent, such reduction or terminationNet Cash Proceeds shall be applied on such date toward the prepayment of the Loans; provided that on each Reinvestment Prepayment Date with respect to a Recovery Event, then an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans.
(iii) If, for any calendar month of the Borrower commencing with the calendar month ending on January 31, 2015, there shall be Excess Cash Flow, the Borrower shall, on the date relevant Excess Cash Flow Application Date, apply the ECF Percentage of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to Excess Cash Flow toward the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00Loans. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of Each such prepayment and commitment reduction shall be made on a date (iian "Excess Cash Flow Application Date") not no later than five (5) Business Days after the later earlier of (Ai) the date on which a Responsible Officer the financial statements of the Borrower becomes aware that referred to in Section 8.01(d), for the calendar month with respect to which such prepayment will is made, are required to be made delivered to the Administrative Agent and the Lenders and (Bii) the date that is three Business Days prior such financial statements are actually delivered.
(iv) The application of any prepayment pursuant to Section 3.03 shall be accompanied by accrued interest to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail prepayment on the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromamount prepaid.
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Samples: Credit Agreement (Baron Energy Inc.)
Mandatory Prepayments. (a) Not later than 100 If Indebtedness shall be issued or incurred by any Loan Party (excluding any Indebtedness incurred in accordance with Section 7.2) an amount equal to 100% of the Net Cash Proceeds thereof shall be applied as soon as practicable but in any event within five Business Days after such issuance or incurrence toward the prepayment of the Tranche B Term Loans as set forth in Section 2.11(d).
(b) If on any date any Loan Party shall receive Net Cash Proceeds from any Asset Sale, Sale Leaseback Transaction or Recovery Event, then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied as soon as practicable but in any event within ten days after the end date of receipt thereof toward the prepayment of the Tranche B Term Loans as set forth in Section 2.11(d); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Tranche B Term Loans as set forth in Section 2.11(d).
(c) If, for any fiscal year of Borrower, the Borrower commencing with the fiscal year ending December 28September 30, 19962011, there shall be Excess Cash Flow; provided that for the fiscal year of the Borrower shall (i) calculate ending on September 30, 2011, Excess Cash Flow for such fiscal year shall only be calculated from the period beginning April 1, 2011 and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amountending September 30, if any2011, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date relevant Excess Cash Flow Application Date, apply an amount equal to (i) the ECF Percentage of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
Excess Cash Flow less (c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (xii) the Borrower shall only be required aggregate principal amount of all prepayments of Revolving Loans and Swingline Loans made during such fiscal year to apply 50% the extent accompanying permitted optional reductions of the Revolving Commitments and the aggregate amount of cash used for all optional prepayments of Term Loans made during such Net Proceeds to fiscal year, toward the prepayment of the Term Loans if immediately prior to receipt thereof as set forth in Section 2.11(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% earlier of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer the financial statements of the Borrower becomes aware that referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment will is made, are required to be made delivered to the Lenders and (Bii) the date that is three Business Days prior such financial statements are actually delivered.
(d) The application of any prepayment of Tranche B Term Loans pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans; provided that, if such application would be inconsistent with Section 2.17 (b), then Section 2.17(b) shall apply. Each prepayment of Tranche B Term Loans under Section 2.11 shall be accompanied by accrued interest to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail prepayment on the facts amount prepaid and circumstances giving rise by any amounts payable pursuant to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromSection 2.20.
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Mandatory Prepayments. (a) Not later than 100 days If any Indebtedness shall be incurred by any Group Member after the end Closing Date (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Extensions of Credit as set forth in Section 2.11(e).
(b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event after the Closing Date (each such date a “Reinvestment Event”), any associated Reinvestment Prepayment Amount shall be applied on the relevant Reinvestment Prepayment Date toward the prepayment of the Term Loans and the reduction of the Revolving Extensions of Credit as set forth in Section 2.11(e).
(c) If any Group Member shall receive any Acquisition Claim Amount after the Closing Date, 100% of such amount shall be applied on the date of receipt toward the prepayment of the Term Loans and the reduction of the Revolving Extensions of Credit as set forth in Section 2.11(e).
(d) If, for any fiscal year of Borrower, the Parent Borrower commencing with the fiscal year ending December 2831, 19962004, there shall be Excess Cash Flow, the Borrower shall (i) calculate Borrowers shall, on the relevant Excess Cash Flow for such fiscal year and Application Date, apply 75% the ECF Percentage of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to toward the Administrative Agent a certificate signed by any Financial Officer prepayment of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period Term Loans and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters Extensions of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting set forth in reasonable detail the calculation of the amount of Section 2.11(e). Each such prepayment and commitment reduction shall be made on a date (iian “Excess Cash Flow Application Date”) not no later than five days after the later earlier of (Ai) the date on which a Responsible Officer the financial statements of the Parent Borrower becomes aware that referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment will is made, are required to be made delivered to the Lenders and (Bii) the date such financial statements are actually delivered.
(e) Amounts to be applied in connection with prepayments and reductions made pursuant to the preceding paragraphs shall be applied, first, to the prepayment of the Term Loans in accordance with Section 2.17(b) and, second, to reduce the Revolving Extensions of Credit (without reducing the Revolving Commitments). If the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount required to reduce the US$ Revolving Extensions of Credit, the Parent Borrower shall, to the extent of such remaining amount, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurocurrency Loans. Each prepayment of the Loans under Section 2.11 (except in the case of Revolving Loans that is three Business Days prior are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepaymentprepayment on the amount prepaid.
(f) If, a notice on any Determination Date, the aggregate Multicurrency Revolving Extensions of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation Credit exceed 105% of the Net Proceeds therefromaggregate Multicurrency Revolving Commitments, the Borrowers shall, without notice or demand, within three Business Days after such Determination Date, prepay Multicurrency Revolving Loans in an aggregate amount such that, after giving effect thereto, the aggregate Multicurrency Revolving Extensions of Credit do not exceed the aggregate Multicurrency Revolving Commitments.
(g) If, on any Determination Date, the Dollar Equivalent of the aggregate outstanding principal amount of the Euro Term Loans exceeds 105% of the aggregate Euro Term Commitments, Xxxxx Germany shall, without notice or demand, within three Business Days after such Determination Date, prepay Euro Term Loans in an aggregate amount such that, after giving effect thereto, the Dollar Equivalent of the aggregate outstanding principal amount of the Euro Term Loans does not exceed the aggregate Euro Term Commitments.
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Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996Net Cash Proceeds. Upon receipt by Holdings, the Borrower Company, any Subsidiary of the Company or any Permitted Joint Venture of Net Cash Proceeds arising from an Asset Sale, Property Loss Event, Debt Issuance or Purchase Price Adjustment, the Borrowers shall prepay the Loans (ior provide cash collateral in respect of Letters of Credit) calculate Excess Cash Flow for such fiscal year and apply 75in an amount equal to 100% of such Excess Net Cash Flow Proceeds; provided, however, that no such prepayment shall be required from Net Cash Proceeds of a Debt Issuance of Additional Unsecured Indebtedness permitted pursuant to prepay Borrowings in accordance with paragraph Section 8.1(n)(i) (dIndebtedness) below and (ii) deliver to the Administrative Agent extent such Net Cash Proceeds are used, substantially CREDIT AGREEMENT SWIFT & COMPANY contemporaneously with such Debt Issuance, to finance a certificate signed by any Financial Officer Permitted Acquisition permitted hereunder as long as, on each of the Borrower setting forth date for the amount, if any, funding of Excess Cash Flow for such period Debt Issuance and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date closing of such termination. In Permitted Acquisition, (x) the event of any partial reduction Leverage Ratio of the Revolving Credit CommitmentsCompany for the most recent four Fiscal Quarter period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements), then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment calculated on a Pro Forma Basis after giving effect to such reduction Debt Issuance and such Permitted Acquisition, is less than or terminationequal to 3.25 to 1 and (y) after giving effect to such Debt Issuance and Permitted Acquisition, then the Borrower shallCompany shall be in compliance with Article V (Financial Covenants) for the most recent four Fiscal Quarter period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements), calculated on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient a Pro Forma Basis. Any mandatory prepayment required to eliminate such excess.
be made pursuant to this clause (ca) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings be applied in accordance with paragraph clause (d) below; . Notwithstanding anything herein to the contrary, (i) in the case of any Net Cash Proceeds arising from a Reinvestment Event, the Borrowers shall prepay the Loans (or provide cash collateral in respect of Letters of Credit, in an amount equal to 102% of the Letter of Credit Obligations) as provided in clauses (d)(i) through (v) below in an amount equal to the Reinvestment Prepayment Amount applicable to such Net Cash Proceeds, if any, on the Reinvestment Prepayment Date for such Net Cash Proceeds (or upon the earlier occurrence of any Default or Event of Default) and, pending application of such proceeds as specified in the Reinvestment Notice for such Net Cash Proceeds, other Net Cash Proceeds arising from such Reinvestment Event may be applied, at the option of the Borrowers, as provided in clauses (d)(ii) through (v) below or as a deposit to a Cash Collateral Account and (ii) any Net Cash Proceeds arising from Asset Sales (other than Asset Sales yielding, individually or in the aggregate in any Fiscal Year, gross proceeds not greater than $3,000,000, provided, however, that, that Net Cash Proceeds of Asset Sales in connection with any sale and leaseback shall be included in the case Net Cash Proceeds subject to this clause (ii) regardless of Net Proceeds from an Equity Issuancethe amount thereof), (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and be applied as provided in clauses (yd)(ii) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent through (iv) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrombelow.
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Samples: Credit Agreement (S&c Resale Co)
Mandatory Prepayments. (a) Not Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness (excluding any Indebtedness incurred in accordance with Section 7.2) shall be incurred by Holdings or any of its Restricted Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied not later than 100 days one Business Day after the end date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.12(d).
(b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date any Loan Party shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied not later than five Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that notwithstanding the foregoing, (x) on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (y) on the date (the “Trigger Date”) that is one year after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date.
(c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Borrower, Holdings commencing with the fiscal year ending December 28September 30, 19962013, there shall be Excess Cash Flow, Holdings shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) the Excess Cash Flow Percentage of such Excess Cash Flow minus (ii) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year to the extent accompanied by permanent optional reductions of the Revolving Commitments and all optional prepayments of the Term Loans during such fiscal year, in each case other than to the extent any such prepayment is funded with the proceeds of new long-term Indebtedness, toward the prepayment of the Term Loans as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten days after the date on which the financial statements of Holdings referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders.
(d) Amounts to be applied in connection with prepayments pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b) until paid in full. The application of any prepayment pursuant to Section 2.12 shall be made, first, to ABR Loans and, second, to Eurocurrency Loans. Each prepayment of the Term Loans under Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.
(e) If at any time (computed by the Administrative Agent, who shall promptly provide notice to the Revolving Lenders and the Borrower) the aggregate outstanding principal amount of the aggregate Revolving Extensions of Credit shall exceed the aggregate Revolving Commitments, the Borrower shall immediately prepay such Revolving Extensions of Credit in such amounts as shall be necessary so that after giving effect thereto the aggregate outstanding principal amount of such aggregate Revolving Extensions of Credit do not exceed the aggregate Revolving Commitments.
(f) Notwithstanding anything to the contrary in Sections 2.12(d) or 2.18, with respect to the amount of any mandatory prepayment pursuant to this Section 2.12 that is allocated to Tranche B Term Loans and/or any Tranche of New Term Loans (such amount for such Class, the “Prepayment Amount”, and each such Class, an “Applicable Class”), at any time when Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying such Prepayment Amount to the Applicable Class of Term Loans as provided in paragraph (d) above, on the date specified in this Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Term Lender and each New Term Lender a notice substantially in the form of Exhibit L (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender and each New Term Lender a Prepayment Option Notice, which shall be in a form reasonably satisfactory to the Administrative Agent, and shall include an offer by the Borrower to prepay, on the date (each a “Mandatory Prepayment Date”) that is ten Business Days after the date of the Prepayment Option Notice, each Applicable Class of Loans of such Lender by an amount equal to the portion of the Prepayment Amount for such Class indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Applicable Class of Term Loans. Each Tranche B Term Lender and each New Term Lender may reject all or a portion of its Prepayment Amount of the Applicable Class by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York City time) one Business Day after such Lender’s receipt of the Prepayment Option Notice (which notice shall specify the principal amount of the Prepayment Amount for each Applicable Class to be rejected by such Lender); provided that any Lender’s failure to so reject such Prepayment Amount for any Applicable Class shall be deemed an acceptance by such Lender of such Prepayment Option Notice for such Applicable Class and the amount to be prepaid in respect of Term Loans of such Applicable Class held by such Lender. On the Mandatory Prepayment Date, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow pay to the relevant Lenders the aggregate amount necessary to prepay Borrowings that portion of the outstanding Term Loans of the Applicable Class in accordance with paragraph respect of which such Lenders have (dor are deemed to have) below accepted prepayment as described above and (ii) deliver prepay outstanding Tranche A Term Loans in an aggregate amount equal to the Administrative Agent a certificate signed amounts declined by Lenders as described above; provided that, upon the making of such prepayments, any Financial Officer amount remaining unapplied (i.e., after the payment in full of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(bTerm Loans) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior be returned to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excessBorrower.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.
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Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess 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 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 Flow 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 such fiscal year and apply 75% purposes of such Excess this SUBSECTION (i), U.S. LC Obligations shall be reduced to the extent that they are Cash Flow Collateralized as contemplated by this SUBSECTION (i). Each prepayment of U.S. Revolving Loans required pursuant to prepay Borrowings in accordance with paragraph this SUBSECTION (di) below and shall be applied ratably among outstanding U.S. Revolving Loans based on the respective amounts of 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) deliver 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 Administrative Agent a certificate signed by any Financial Officer 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 Canadian Swingline Loans equal to such excess; (B) if the outstanding Canadian Swingline Loans have been repaid in full, the Parent Borrower setting forth 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, after giving effect to the amount, if any, repayment of Excess Cash Flow for such period the Canadian Swingline Loans and the calculation thereof, in reasonable detail.
(b) In the event repayment of any termination of all the Pre-Merger Canadian Revolving Credit Commitments or Post-Merger Revolving Credit CommitmentsLoans, the 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, the Parent Borrower shall repay or prepay all 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 this SUBSECTION (ii), the aggregate Canadian Revolving Outstandings does not exceed the Canadian Revolving Committed Amount; and (D) if the outstanding Pre-Merger Canadian LC Obligations have been Cash Collateralized in full and Canadian Revolving Facility Borrowings 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. In determining the aggregate Canadian Revolving Outstandings for purposes of this SUBSECTION (ii), Canadian LC -86- Obligations and BA Reimbursement Obligations shall be reduced to the extent that they are Cash Collateralized as contemplated by this SUBSECTION (ii). Each prepayment of Canadian Revolving Loans by the Parent Borrower required pursuant to this SUBSECTION (ii) shall be applied ratably among outstanding Canadian Revolving Loans of the Parent Borrower based on the respective amounts of principal then outstanding. Each Cash Collateralization of Canadian LC Obligations or Post-Merger Revolving Facility BorrowingsBA Reimbursement Obligations of the Parent Borrower required by this SUBSECTION (ii) shall be applied ratably among Canadian LC Obligations or BA Reimbursement Obligations, respectively, of the Parent Borrower based on the date of such terminationrespective amounts thereof then outstanding. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior Notwithstanding anything herein to the effective date of such reductioncontrary, if on any Currency Calculation Date, the Canadian Administrative Agent shall determine in its sole discretion that, due to the fluctuations in the Exchange Rate, the aggregate Canadian Revolving Outstandings exceed the Canadian Revolving Committed Amount, the Canadian Administrative Agent shall notify the Parent Borrower and the Canadian Revolving Credit Lenders of such excess and the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Parent Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer excess is 5% or more of the Borrower becomes aware that such prepayment will be made and (B) the date that is Canadian Revolving Committed Amount, within three Business Days prior to of the date receipt of such prepaymentnotice, a notice of such prepayment. Such certificate shall also describe pay the Loans and/or Cash Collateralize or pay the LC Obligations and the BA Reimbursement Obligations in reasonable detail the facts order and circumstances giving rise to in the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrommanner provided in this SUBSECTION (ii).
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Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyshall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace all outstanding Letters of Credit. In the event If as a result of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if Commitments the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationthereto, then the Borrower shall, on the date of such reduction or terminationreduction, repay or prepay Revolving Credit Borrowings or cash-collateralize Swingline Loans (or a combination thereof) and/or replace outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(cb) The If on any date any Loan Party shall receive Net Cash Proceeds from any Asset Sales or Recovery Events in an aggregate amount greater than $2,000,000 in any fiscal year of the Borrower then, unless a Reinvestment Notice shall apply 100% of be delivered in respect thereof, all such Net Cash Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of shall be applied within five Business Days after such term) date to prepay Borrowings outstanding Loans in accordance with paragraph Section 2.13(e); provided, that, notwithstanding the foregoing, (di) belowthe aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $25,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward such payment.
(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, 2005, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.4(a), the Borrower shall prepay outstanding Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to 50% of Excess Cash Flow for the fiscal year then ended; provided, however, that, that in the case event the Leverage Ratio at the end of such fiscal year was less than 3.5 to 1.00 and greater than or equal to 3:00 to 1.00 then such amount shall be reduced to 25% of such Excess Cash Flow and in the event the Leverage Ratio at the end of such fiscal year was less than 3.00 to 1.00, no such prepayment shall be required.
(d) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from an Equity Issuancethe issuance of Disqualified Preferred Stock or the issuance or other disposition of Indebtedness for money borrowed (or any similar transaction evidenced by bonds, debentures, notes or similar instruments) of any Loan Party or any subsidiary of a Loan Party (xother than Disqualified Preferred Stock or Indebtedness for money borrowed (or any similar transaction evidenced by bonds, debentures, notes or similar instruments) the Borrower permitted pursuant to Section 6.1, except for Indebtedness incurred under Section 6.1(p) for which a mandatory prepayment shall only be required to the extent such Indebtedness exceeds $25,000,000 at any time), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply 50an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.13(e).
(e) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated ratably between the Term Loans and the Other Term Loans, if any, and shall be applied first, in chronological order to the installments of principal in respect of the Term Loans and Other Term Loans scheduled to be paid within 12 months after such mandatory prepayment and second, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and Other Term Loans under Section 2.11. Upon the prepayment in full of all Term Loans, mandatory prepayments shall be applied to prepay Revolving Loans if immediately prior to receipt the full extent thereof and to permanently reduce the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% Revolving Credit Commitments by the amount of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and prepayment.
(yf) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) Agent, at the time of each prepayment required under this paragraph Section 2.13, (c), i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepaymentextent practicable, a at least three days prior written notice of such prepayment. Such certificate Each notice of prepayment shall also describe in reasonable detail specify the facts prepayment date, the Type of each Loan being prepaid and circumstances giving rise the principal amount of each Loan (or portion thereof) to the applicable prepayment event and a reasonably detailed calculation be prepaid. All prepayments of the Net Proceeds therefromBorrowings under this Section 2.13 shall be subject to Section 2.15, but shall otherwise be without premium or penalty.
Appears in 1 contract
Samples: Credit Agreement (Knoll Inc)
Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall Mandatory prepayments will be applied as follows:
(i) calculate Mandatory prepayments in respect of the Revolving Commitments under Section 2.11(c)(i) above shall be applied to the respective Revolving Obligations as appropriate but without a permanent reduction thereof.
(ii) Mandatory prepayments in respect of Asset Sales and Involuntary Dispositions under Section 2.11(c)(ii) and Debt Transactions under Section 2.11(c)(iii) shall be applied as follows: first, to the Term Loan until paid in full; second, to the Revolving Obligations without a permanent reduction thereof; and third, to the Delayed Draw Term Loan. Mandatory prepayments with respect to the Term Loan will not be applied to the remaining scheduled principal installments but shall instead be applied to reduce the amount of scheduled payment due at the Maturity Date.
(iii) Mandatory prepayments in respect of Consolidated Excess Cash Flow under Section 2.11(c)(iv) required in connection with the delivery of the annual Compliance Certificate for such fiscal year the Fiscal Years ending December 31, 2020 and apply 75% December 31, 2021 shall be applied as follows: first, to the Term Loan until paid in full; second, to the Delayed Draw Term Loan until paid in full; and third, to the Revolving Obligations without a permanent reduction thereof. Mandatory prepayments with respect to the Term Loan will not be applied to the remaining scheduled principal installments but shall instead be applied to reduce the amount of such scheduled payment due at the Maturity Date.
(iv) Mandatory prepayments in respect of Consolidated Excess Cash Flow to prepay Borrowings under Section 2.11(c)(iv) required in accordance connection with paragraph (d) below and (ii) deliver the delivery of the annual Compliance Certificate for each Fiscal Year ending on or after December 31, 2022 shall be applied as follows: first, to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amountTerm Loan until paid in full; second, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of to the Revolving Credit CommitmentsObligations without a permanent reduction thereof; and third, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit Delayed Draw Term Loan until paid in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance full. Mandatory prepayments with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds respect to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but Term Loan will not greater than 4.00 to 1.00 and 25% of such Net Proceeds be applied to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 remaining scheduled principal installments but shall instead be applied to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of reduce the amount of such prepayment and (ii) not later than scheduled payment due at the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromMaturity Date.
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Mandatory Prepayments. (a) Not If any Indebtedness shall be incurred or issued by the Borrower or any Restricted Subsidiary after the Acquisition Effective Date (other than Excluded Indebtedness but including, for the avoidance of doubt, any Replacement Facility), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied promptly upon such incurrence or issuance toward the prepayment of the Loans as set forth in Section 4.2(f).
(b) If on any date after the Acquisition Effective Date the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within five (5) Business Days of such date toward the prepayment of the Loans as set forth in Section 4.2(f); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(f).
(c) The Borrower shall, on each Excess Cash Flow Application Date commencing with the Excess Cash Flow Application Date applicable to the fiscal year of the Borrower ending December 31, 2016, apply the ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) voluntary prepayments of the Loans (including the Term Loans but excluding prepayments of the Revolving Facility to the extent there is not an equivalent permanent reduction in commitments thereunder) and Dutch Auction purchases of Term Loans pursuant to Section 11.6(j) to the extent of cash payments by the Borrower in connection therewith, in each case made with Internally Generated Cash during such Excess Cash Flow Payment Period toward the prepayment of the Loans as set forth in Section 4.2(f); provided that with respect to the fiscal year period ending on December 31, 2016, (i) such calculation of Excess Cash Flow shall be pro rated to reflect the portion of Excess Cash Flow attributable to the period commencing on the Acquisition Effective Date and ending on December 31, 2016 and (ii) notwithstanding any such calculation hereunder, the aggregate amount of any mandatory prepayment under this Section 4.2(c) with respect to the fiscal year ending December 31, 2016 shall not exceed $75,000,000. Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than 100 days after the end of each the fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996Borrower for which such prepayment is made are required to be delivered to the Lenders.
(d) Notwithstanding the foregoing, the Borrower shall will not be required to prepay the Loans pursuant to clause (ib) calculate with respect to any Net Cash Proceeds from any Asset Sale or Recovery Event or pursuant to clause (c) with respect to any Excess Cash Flow for such fiscal year and apply 75% of such the related Excess Cash Flow Payment Period, in each case attributable to prepay Borrowings a Foreign Subsidiary to the extent (i) the repatriation of such Net Cash Proceeds or Excess Cash Flow is prohibited by applicable local law from being repatriated so long, but only so long, as the applicable local law will not permit such repatriation (the Borrower hereby agreeing to use commercially reasonably efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation) or (ii) the repatriation of such Net Cash Proceeds or Excess Cash Flow from such Foreign Subsidiary would result in material adverse consequence with respect to Taxes, fees or similar impositions of Governmental Authorities (including any actual cash Tax liability of more than $10,000,000 owed to any Governmental Authorities that would be incurred in connection with such mandatory prepayment provisions, as determined after utilizing any of the Borrower’s available net operating losses or other available Tax attributes); provided that in the event the Borrower is required to make a payment of Net Cash Proceeds or Excess Cash Flow attributable to a Foreign Subsidiary, such payment shall be made as soon as practicable based on applicable legal, regulatory or commercial restraints after the Borrower becomes aware that such repatriation would not be prohibited by applicable local law or result in material adverse consequences with respect to Taxes, fees or similar impositions of Governmental Authorities.
(e) In the event that the Collateral Agent delivers written notice to the Escrow Agent pursuant to Section 3(d) of the Escrow Agreement, the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto shall be immediately due and payable, and the Administrative Agent shall apply all proceeds received from the Escrow Account in accordance with paragraph (d) below Section 4.2 and (ii) Section 4.8; provided that if the amount of the Escrow Property is less than the amount required to prepay the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto in full on such date, the Borrower will deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyAgent, on the date of such termination. In prepayment, an amount equal to such deficiency.
(f) Amounts to be applied in connection with prepayments made pursuant to Section 4.2 (a)-(e) shall be applied, without premium or penalty (other than in connection with a Repricing Event) first, to the event prepayment of the Term Loans in accordance with Section 4.8 and, second, to prepay the Revolving Loans without any partial permanent reduction of the Revolving Credit Commitments, then in each case on a pro rata basis. The application of any prepayment pursuant to this Section 4.2 shall be made, first, to ABR Loans and, second, to Eurocurrency Loans. Each prepayment of the Loans under this Section 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid, and any premium applicable thereto under Section 4.1(b); provided, further, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 4.11.
(g) Each Term Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery, facsimile transmission or PDF attachment to an e-mail) at least one Business Day prior to the required prepayment date, to decline all or any portion of any mandatory prepayment pursuant to Section 4.2(a)-(e) of its Loans (such declined prepayment amounts, “Declined Prepayments”) other than any prepayment from the proceeds of any Replacement Facility, in which case (i) at or prior such Declined Prepayments shall be applied pro rata to the effective date all Term Loans of each Term Lender that did not elect to decline such reductionprepayment, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if to the Aggregate extent of any excess, such Declined Prepayments shall be retained by the Borrower.
(h) If at any time, (i) other than as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposure would exceed Exposures (calculated, with respect to those Revolving Extensions of Credit denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Revolving Extension of Credit) exceeds the Total Revolving Commitments or (B) the sum of the aggregate principal Dollar Amount of all of the outstanding L/C Exposures and Revolving Credit Commitment after giving effect Exposures denominated in Foreign Currencies (the “Foreign Currency Exposure”) (so calculated), as of the most recent Computation Date with respect to each such reduction Revolving Extension of Credit exceeds the Foreign Currency Sublimit or termination(ii) solely as a result of fluctuations in currency exchange rates, then (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Extensions of Credit (so calculated) exceeds 105% of the Total Revolving Commitments or (B) the Foreign Currency Exposure, as of the most recent Computation Date with respect to each such Revolving Extension of Credit, exceeds 105% of the Foreign Currency Sublimit, the Borrower shallshall in each case immediately repay Revolving Loans or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to the Administrative Agent, on the date of such reduction or terminationas applicable, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an aggregate principal amount sufficient to eliminate such excess.
cause (cx) The Borrower shall apply 100% the aggregate Dollar Amount of Net Proceeds promptly upon its receipt thereof all Revolving Extensions of Credit (orso calculated) to be less than or equal to the Total Revolving Commitments and (y) the Foreign Currency Exposure to be less than or equal to the Foreign Currency Sublimit, if as applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuanceprepayments of Revolving Loans, (x) if the Borrower shall only be required to apply 50% aggregate principal amount of such Net Proceeds to the prepayment of Revolving Loans if immediately prior to receipt thereof the Leverage Ratio then outstanding is greater less than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and excess (ii) not later than because L/C Obligations constitute a portion thereof), the later of (A) Borrower shall, to the date on which a Responsible Officer extent of the Borrower becomes aware that balance of such prepayment will be made excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and (B) the date that is three Business Days prior conditions reasonably satisfactory to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromAdministrative Agent.
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Mandatory Prepayments. (a) Not If any Indebtedness shall be incurred or issued by the Borrower or any Restricted Subsidiary after the Acquisition Effective Date (other than Excluded Indebtedness but including, for the avoidance of doubt, any Replacement Facility), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied promptly upon such incurrence or issuance toward the prepayment of the Loans as set forth in Section 4.2(f).
(j) If on any date after the Acquisition Effective Date the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within fifteen (15) Business Days of such date toward the prepayment of the Loans as set forth in Section 4.2(f); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(f).
(k) The Borrower shall, on each Excess Cash Flow Application Date commencing with the Excess Cash Flow Application Date applicable to the fiscal year of the Borrower ending December 31, 2016, apply the ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) voluntary prepayments of the Loans (including the Term Loans but excluding prepayments of the Revolving Facility to the extent there is not an equivalent permanent reduction in commitments thereunder) and Dutch Auction purchases of Term Loans pursuant to Section 11.6(j) to the extent of cash payments by the Borrower in connection therewith, in each case made with Internally Generated Cash during such Excess Cash Flow Payment Period toward the prepayment of the Loans as set forth in Section 4.2(f); provided that with respect to the fiscal year period ending on December 31, 2016, (i) such calculation of Excess Cash Flow shall be pro rated to reflect the portion of Excess Cash Flow attributable to the period commencing on the Acquisition Effective Date and ending on December 31, 2016 and (ii) notwithstanding any such calculation hereunder, the aggregate amount of any mandatory prepayment under this Section 4.2(c) with respect to the fiscal year ending December 31, 2016 shall not exceed $75,000,000. Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than 100 days after the end of each the fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996Borrower for which such prepayment is made are required to be delivered to the Lenders.
(l) Notwithstanding the foregoing, the Borrower shall will not be required to prepay the Loans pursuant to clause (ib) calculate with respect to any Net Cash Proceeds from any Asset Sale or Recovery Event or pursuant to clause (c) with respect to any Excess Cash Flow for such fiscal year and apply 75% of such the related Excess Cash Flow Payment Period, in each case attributable to prepay Borrowings a Foreign Subsidiary to the extent (i) the repatriation of such Net Cash Proceeds or Excess Cash Flow is prohibited by applicable local law from being repatriated so long, but only so long, as the applicable local law will not permit such repatriation (the Borrower hereby agreeing to use commercially reasonably efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation) or (ii) the repatriation of such Net Cash Proceeds or Excess Cash Flow from such Foreign Subsidiary would result in material adverse consequence with respect to Taxes, fees or similar impositions of Governmental Authorities (including any actual cash Tax liability of more than $10,000,000 owed to any Governmental Authorities that would be incurred in connection with such mandatory prepayment provisions, as determined after utilizing any of the Borrower’s available net operating losses or other available Tax attributes); provided that in the event the Borrower is required to make a payment of Net Cash Proceeds or Excess Cash Flow attributable to a Foreign Subsidiary, such payment shall be made as soon as practicable based on applicable legal, regulatory or commercial restraints after the Borrower becomes aware that such repatriation would not be prohibited by applicable local law or result in material adverse consequences with respect to Taxes, fees or similar impositions of Governmental Authorities.
(m) In the event that the Collateral Agent delivers written notice to the Escrow Agent pursuant to Section 3(d) of the Escrow Agreement, the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto shall be immediately due and payable, and the Administrative Agent shall apply all proceeds received from the Escrow Account in accordance with paragraph (d) below Section 4.2 and (ii) Section 4.8; provided that if the amount of the Escrow Property is less than the amount required to prepay the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto in full on such date, the Borrower will deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyAgent, on the date of such termination. In prepayment, an amount equal to such deficiency.
(n) Amounts to be applied in connection with prepayments made pursuant to Section 4.2 (a)-(e) shall be applied, without premium or penalty (other than in connection with a Repricing Event) first, to the event prepayment of the Term Loans in accordance with Section 4.8 and, second, to prepay the Revolving Loans without any partial permanent reduction of the Revolving Credit Commitments, then in each case on a pro rata basis. The application of any prepayment pursuant to this Section 4.2 shall be made, first, to ABR Loans and, second, to EurocurrencySOFR Loans. Each prepayment of the Loans under this Section 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid, and any premium applicable thereto under Section 4.1(b); provided, further, that if a EurocurrencySOFR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 4.11.
(o) Each Term Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery, facsimile transmission or PDF attachment to an e-mail) at least one Business Day prior to the required prepayment date, to decline all or any portion of any mandatory prepayment pursuant to Section 4.2(a)-(e) of its Loans (such declined prepayment amounts, “Declined Prepayments”) other than any prepayment from the proceeds of any Replacement Facility, in which case (i) at or prior such Declined Prepayments shall be applied pro rata to the effective date all Term Loans of each Term Lender that did not elect to decline such reductionprepayment, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if to the Aggregate extent of any excess, such Declined Prepayments shall be retained by the Borrower.
(p) If at any time, (i) other than as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposure would exceed Exposures (calculated, with respect to those Revolving Extensions of Credit denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Revolving Extension of Credit) exceeds the Total Revolving Commitments or (B) the sum of the aggregate principal Dollar Amount of all of the outstanding L/C Exposures and Revolving Credit Commitment after giving effect Exposures denominated in Foreign Currencies (the “Foreign Currency Exposure”) (so calculated), as of the most recent Computation Date with respect to each such reduction Revolving Extension of Credit exceeds the Foreign Currency Sublimit or termination(ii) solely as a result of fluctuations in currency exchange rates, then (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Extensions of Credit (so calculated) exceeds 105% of the Total Revolving Commitments or (B) the Foreign Currency Exposure, as of the most recent Computation Date with respect to each such Revolving Extension of Credit, exceeds 105% of the Foreign Currency Sublimit, the Borrower shallshall in each case immediately repay Revolving Loans or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to the Administrative Agent, on the date of such reduction or terminationas applicable, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an aggregate principal amount sufficient to eliminate such excess.
cause (cx) The Borrower shall apply 100% the aggregate Dollar Amount of Net Proceeds promptly upon its receipt thereof all Revolving Extensions of Credit (orso calculated) to be less than or equal to the Total Revolving Commitments and (y) the Foreign Currency Exposure to be less than or equal to the Foreign Currency Sublimit, if as applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuanceprepayments of Revolving Loans, (x) if the Borrower shall only be required to apply 50% aggregate principal amount of such Net Proceeds to the prepayment of Revolving Loans if immediately prior to receipt thereof the Leverage Ratio then outstanding is greater less than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and excess (ii) not later than because L/C Obligations constitute a portion thereof), the later of (A) Borrower shall, to the date on which a Responsible Officer extent of the Borrower becomes aware that balance of such prepayment will be made excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and (B) the date that is three Business Days prior conditions reasonably satisfactory to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromAdministrative Agent.
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Mandatory Prepayments. (a) Not later than 100 days If any Indebtedness or Disqualified Capital Stock shall be incurred or issued by any Group Member after the end of each fiscal year of BorrowerClosing Date (other than Excluded Indebtedness), commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to incurrence or issuance toward the Administrative Agent a certificate signed by any Financial Officer prepayment of the Borrower setting Loans as set forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detailSection 4.2(f).
(b) In If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the event prepayment of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit CommitmentsLoans as set forth in Section 4.2(f); provided, that, notwithstanding the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyforegoing, on each Reinvestment Prepayment Date, an amount equal to the date of such termination. In Reinvestment Prepayment Amount with respect to the event of any partial reduction relevant Reinvestment Event shall be applied toward the prepayment of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit Loans as set forth in an amount sufficient to eliminate such excessSection 4.2(f).
(c) The Borrower shall shall, on each Excess Cash Flow Application Date, apply 100% the ECF Percentage of Net Proceeds promptly upon its receipt thereof (orthe excess, if applicableany, promptly upon any amounts being deemed to constitute Net Proceeds as provided in of (i) Excess Cash Flow for the definition of related Excess Cash Flow Payment Period minus (ii) Voluntary Prepayments made during such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to Excess Cash Flow Payment Period toward the prepayment of the Loans if immediately prior as set forth in Section 4.2(f). Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) days after the date on which the financial statements referred to receipt thereof in Section 7.1(a) for the Leverage Ratio fiscal year of the Borrower with respect to which such prepayment is greater than 3.00 made are required to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds be delivered to the prepayment Lenders (commencing with the fiscal year of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall ending October 2, 2011). Notwithstanding the foregoing, the Borrower will not be required to apply prepay the Loans pursuant to this clause (c) with respect to any Excess Cash Flow for the related Excess Cash Flow Payment Period attributable to a Foreign Subsidiary if the repatriation of such Net Proceeds Excess Cash Flow from such Foreign Subsidiary at any time during the fiscal year in which such Excess Cash Flow Application Date occurs would cause adverse consequences from fees, taxes or similar impositions of Governmental Authorities to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), or would otherwise be payable as a certificate signed by a Financial Officer result of the occurrence of any one-time repatriation holidays; provided that in the event the Borrower setting forth in reasonable detail the calculation is required to make a payment of the amount of Excess Cash Flow attributable to a Foreign Subsidiary, such prepayment and (ii) not payment shall be made no later than the later of ten (A10) the date on which a Responsible Officer of days after the Borrower becomes aware that such repatriation would not cause adverse consequences from fees, taxes or similar impositions of Governmental Authorities to the Borrower; provided further that in the event that the Borrower is not required to make a payment of Excess Cash Flow attributable to a Foreign Subsidiary during the fiscal year in which such Excess Cash Flow Application Date occurs, no payment shall be due in any succeeding fiscal year.
(d) In the event the Borrower fails to consummate the Merger on or prior to the Term Commitment Termination Date, within one (1) Business Day of such date the Borrower shall prepay the outstanding Term Loans in an amount equal to $150,000,000.
(e) Within fifteen (15) days following the Merger Closing Date, the Borrower shall repay any Revolving Loans borrowed on the Closing Date for the purpose of financing the Acquisition.
(f) Except for prepayments required pursuant to Section 4.2(d) (such prepayment will solely to be applied to repay the Term Loans) and Section 4.2(e) (such prepayment solely to be applied to repay the Revolving Loans without any permanent reduction of the Revolving Commitments), amounts to be applied in connection with prepayments made pursuant to this Section 4.2 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 4.8 and, second, to prepay the Revolving Loans without any permanent reduction of the Revolving Commitments, in each case on a pro rata basis; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (B) because L/C Obligations constitute a portion thereof), the date that is three Business Days prior Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section 4.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section 4.2 shall be accompanied by accrued interest to the date of such prepayment, a notice prepayment on the amount prepaid.
(g) The Total Term Commitment (and the Term Commitments of such prepayment. Such certificate each Lender) shall also describe terminate in reasonable detail its entirety on the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromClosing Date.
Appears in 1 contract
Samples: Credit Agreement (Microsemi Corp)
Mandatory Prepayments. (a) Not later If Indebtedness shall be issued or incurred by any Loan Party (excluding any Indebtedness incurred in accordance with Section 7.2, other than 100 Indebtedness incurred under the U.S. Bank Facility to the extent that any such Indebtedness relates to real property owned by any Loan Party as of the date hereof that is subject to a Mortgage), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied as soon as practicable but in any event within five Business Days after such issuance or incurrence toward the prepayment of the Tranche B Term Loans, the Revolving Loans and the L/C Obligations as set forth in Section 2.11(e).
(b) If on any date any Loan Party shall receive Net Cash Proceeds from any Asset Sale, Home Sale (other than any Home Sales pursuant to Section 7.5(j) and Section 7.11(c)), Existing Property Sale Lease Back Transaction or Recovery Event, then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied as soon as practicable but in any event within ten days after the end date of each receipt thereof toward the prepayment of the Tranche B Term Loans, the Revolving Loans and the L/C Obligations as set forth in Section 2.11(e); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales, Home Sales, Existing Property Sale Lease Back Transactions and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of Borrowerthe Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Tranche B Term Loans, the Revolving Loans and the L/C Obligations as set forth in Section 2.11(e).
(c) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 28September 30, 19962005, the Borrower there shall (i) calculate be Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amountFlow, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Tranche B Term Loans, the Revolving Loans and the L/C Obligations as set forth in Section 2.11(e). Each such prepayment and commitment reduction or terminationshall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient for the fiscal year with respect to eliminate which such excessprepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of If any Loan Party receives Net Cash Proceeds from any issuance of Capital Stock (other than equity interests or warrants, rights or options issued in connection with the exercise by present or former employees, officers or directors under a stock incentive plan, stock option plan or other equity based compensation plan or arrangement), an Equity Issuance, (x) the Borrower shall only be required amount equal to apply 50% of such Net Cash Proceeds thereof shall be applied as soon as practicable but in any event within five Business Days after the date of such receipt toward the prepayment of the Tranche B Term Loans, the Revolving Loans and the L/C Obligations as set forth in Section 2.11(e).
(e) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied; first, to the prepayment of the Tranche B Term Loans if immediately prior in accordance with Section 2.17(b); second, to receipt thereof repay unreimbursed draws under the Leverage Ratio is greater than 3.00 Letters of Credit; third, to 1.00 but not greater than 4.00 to 1.00 and 25% the repayment of such Net Proceeds Swingline Loans; fourth, to the prepayment of Loans if at Revolving Loans; and fifth, upon the time occurrence and continuance of receipt thereof the Leverage Ratio is greater than 2.50 an Event of Default, to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to held by the Administrative Agent (i) at as cash collateral pursuant to the time Security Documents to secure L/C Obligations. The application of each any prepayment required under this paragraph (c)pursuant to Section 2.11 shall be made, a certificate signed by a Financial Officer first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Borrower setting forth Loans under Section 2.11 (except in reasonable detail the calculation case of the amount of such prepayment Revolving Loans that are ABR Loans and (iiSwingline Loans) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will shall be made and (B) the date that is three Business Days prior accompanied by accrued interest to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail prepayment on the facts amount prepaid and circumstances giving rise by any amounts payable pursuant to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromSection 2.20.
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Mandatory Prepayments. i. If any Indebtedness (aexcluding any Indebtedness incurred in accordance with Section 7.2) Not shall be incurred by Holdings, the Borrower or any Restricted Subsidiary, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied no later than 100 days one Business Day after the end date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.12(d).
ii. If on any date Holdings, the Borrower or any Restricted Subsidiary shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied not later than five Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that, notwithstanding the foregoing, (x) on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (y) on the date (the “Trigger Date”) that is six months after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date; provided that unless and until the aggregate amount of Net Cash Proceeds from all such Asset Sales or Recovery Events, after giving effect to the reinvestment rights set forth herein, exceeds $25,000,000 in any fiscal year of the Borrower, no such prepayment shall be required pursuant to this Section 2.12(b).
iii. If, for any fiscal year of the Borrower commencing with the fiscal year ending December 2831, 19962017, the Borrower there shall (i) calculate be Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amountFlow, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) the Excess Cash Flow Percentage of such Excess Cash Flow minus (ii) the sum of (A) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year (other than to the extent made with the proceeds of the incur rence of Indebtedness) and solely to the extent accompanied by permanent optional reductions of the Revolving Commitments and (B) all optional prepayments of Term Loans during such fiscal year (including optional prepayments pursuant to Section 2.11(b)), in each case other than to the extent any such prepayment is funded with the proceeds of long-term Indebtedness, toward the prepayment of Term Loans as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten days after the date on which the financial statements referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders.
iv. Amounts to be applied in connection with prepayments pursuant to this Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b) until paid in full. In connection with any mandatory prepayments by the Borrower of the Term Loans pursuant to Section 2.12, such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans; provided that if no Lender exercises the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurocurrency Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.21. Each prepayment of the Term Loans under this Section 2.12 shall be accompanied by accrued interest to the date of such reduction prepayment on the amount prepaid.
v. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its pro rata share (such amount, the “Declined Proceeds”) of any mandatory prepayment by giving notice of such election in writing to the Administrative Agent by 11:00 a.m., on the date that is three (3) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its pro rata share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s pro rata share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any Declined Proceeds by any Lender shall be retained by the Borrower and its Restricted Subsidiaries and/or applied by the Borrower or terminationany of its Restricted Subsidiaries in any manner not inconsistent with the terms of this Agreement.
vi. On each occasion that Permitted Other Indebtedness is issued or incurred pursuant to Section 7.2(aa), repay or the Borrower shall within three Business Days of receipt of the Net Cash Proceeds of such Permitted Other Indebtedness prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit Term Loans in an aggregate principal amount sufficient equal to eliminate 100% of the Net Cash Proceeds from such excessissuance or incurrence of Permitted Other Indebtedness.
(c) The vii. Beginning on the Closing Date, the Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof all cash proceeds net of all fees, commissions, costs and other expenses, from any issuance or incurrence of Refinancing Term Loans and Replacement Revolving Facility Commitments (other than solely by means of extending or renewing then existing Refinancing Term Loans and Replacement Revolving Facility Commitments without resulting in any net proceeds), no later than three (3) Business Days after the date on which such Refinancing Term Loans and/or Replacement Revolving Facility Commitments are incurred, to prepay Term Loans and/or Revolving Commitments in accordance with Section 2.29.
viii. In the event and on such occasion that the total outstanding Revolving Extensions of Credit exceed the total Revolving Commitments, the Borrower shall prepay Revolving Loans and/or Swingline Loans (or, if applicableno such Loans are outstanding, promptly upon any amounts being deemed deposit in a cash collateral account opened by the Administrative Agent an amount equal to constitute Net Proceeds as provided the necessary aggregate then undrawn and unexpired amount of such Letters of Credit) made to the Borrower, in an aggregate amount equal to the amount by which the Revolving Extensions of Credit exceed the total Revolving Commitments. Each prepayment shall be applied to the Revolving Loans included in the definition repaid Loans such that each Revolving Lender receives its ratable share of such term) to prepay Borrowings in accordance with paragraph prepayment (d) below; provided, however, that, in based upon the case respective Aggregate Exposures of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if Revolving Lenders at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom).
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Mandatory Prepayments. (a) Not If on any date the sum of the aggregate outstanding Principal Amount of Revolving Loans and Competitive Bid Loans (all the foregoing, collectively, the "Aggregate Loan Outstandings") exceeds the Total Commitment as then in effect, the Borrowers, jointly and severally, shall repay no later than 100 days the next following Business Day the principal amount of Revolving Loans (but excluding DB Loans to the extent the respective DB Loan Maturity Date has not occurred) in an aggregate Principal Amount equal to such excess. If, after giving effect to the end prepayment of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996all outstanding Revolving Loans as set forth above, the Borrower remaining Aggregate Loan Outstandings exceed the Total Commitment, the Borrowers, jointly and severally, shall (i) calculate Excess Cash Flow for repay on such fiscal year and apply 75% date the principal of Competitive Bid Loans in an aggregate amount equal to such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detailexcess.
(b) In On the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitmentsmaturity date specified pursuant to Section 1.04(a) with respect to each Competitive Bid Loan, the applicable Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior Competitive Bid Loan to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction applicable Bidder Lender or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excessBidder Lenders.
(c) The On each DB Loan Maturity Date, the respective Designated Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided repay the respective DB Loans in the definition of such term) to prepay Borrowings in accordance with paragraph full.
(d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Revolving Loans and Competitive Bid Loans shall be repaid in full on the Final Maturity Date,
(e) With respect to each prepayment of Revolving Loans if immediately prior required by Section 3.02(a), the applicable Borrower may designate the Types of Revolving Loans which are to receipt thereof be prepaid and the Leverage Ratio is greater than 3.00 specific Borrowing(s) pursuant to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent which made, provided that (i) at if any prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the time of each prepayment required under this paragraph (c)outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for such Borrowing, a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of then all Revolving Loans outstanding pursuant to such prepayment Borrowing shall be immediately converted into Base Rate Loans and (ii) not later than each prepayment of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans. In the later absence of (A) a designation by a Borrower as described in the date on which a Responsible Officer of preceding sentence, the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior Administrative Agent shall, subject to the date of above, make such prepaymentdesignation in its sole discretion with a view, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise but no obligation, to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromminimize breakage costs owing under Section 1.12.
Appears in 1 contract
Samples: Credit Agreement (Mbia Inc)
Mandatory Prepayments. (a) Not Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness (excluding any Indebtedness incurred in accordance with Section 7.2) shall be incurred by Holdings or any of its Restricted Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied not later than 100 days one Business Day after the end date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans or New Term Loans as set forth in Section 2.12(d).
(b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date any Loan Party shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied not later than five Business Days after such date toward the prepayment of the Term Loans or New Term Loans as set forth in Section 2.12(d); provided that notwithstanding the foregoing, (x) on each Reinvestment Prepayment Date, the Term Loans or New Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (y) on the date (the “Trigger Date”) that is one year after any such Reinvestment Prepayment Date, the Term Loans or New Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date.
(c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Borrower, Holdings commencing with the fiscal year ending December 28September 30, 19962013, there shall be Excess Cash Flow, Holdings shall, on the Borrower shall relevant Excess Cash Flow Application Date, apply an amount equal to (i) calculate the Excess Cash Flow for such fiscal year and apply 75% Percentage of such Excess Cash Flow minus (ii) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year to prepay Borrowings the extent accompanied by permanent optional reductions of the Revolving Commitments and all optional prepayments of the Term Loans or New Term Loans during such fiscal year, in accordance each case other than to the extent any such prepayment is funded with paragraph the proceeds of new long-term Indebtedness, toward the prepayment of the Term Loans or New Term Loans as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten days after the date on which the financial statements of Holdings referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders.
(d) below and (ii) deliver Amounts to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, be applied in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower connection with prepayments pursuant to Section 2.12 shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds applied to the prepayment of the Term Loans if immediately prior or New Term Loans in accordance with Section 2.18(b) until paid in full. The application of any prepayment pursuant to receipt thereof the Leverage Ratio is greater than 3.00 Section 2.12 shall be made, first, to 1.00 but not greater than 4.00 ABR Loans and, second, to 1.00 and 25% of such Net Proceeds to the Eurocurrency Loans. Each prepayment of the Term Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower or New Term Loans under Section 2.12 shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed accompanied by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior accrued interest to the date of such prepayment on the amount prepaid.
(e) If as of the last Business Day of each calendar month (computed by the Administrative Agent using the current exchange rate as of such Business Day and promptly notified to the Multicurrency Revolving Lenders and the Borrower) the Dollar Amount of the aggregate outstanding principal amount of the Revolving Loans shall exceed 105% of the aggregate Revolving Commitments, the Borrower shall, within five Business Days after the Borrower’s receipt of such notice, prepay Multicurrency Revolving Loans in such amounts as shall be necessary so that after giving effect thereto the aggregate outstanding principal amount of such Revolving Loans does not exceed the Revolving Commitments as of such Business Day.
(f) Notwithstanding anything to the contrary in Sections 2.12(d) or 2.18, with respect to the amount of any mandatory prepayment pursuant to this Section 2.12 that is allocated to Tranche B Term Loans and/or any Tranche of New Term Loans (such amount for such Class, the “Prepayment Amount”, and each such Class, an “Applicable Class”), at any time when Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying such Prepayment Amount to the Applicable Class of Term Loans as provided in paragraph (d) above, on the date specified in this Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Term Lender and each New Term Lender a notice substantially in the form of Exhibit L (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender and each New Term Lender a Prepayment Option Notice, which shall be in a form reasonably satisfactory to the Administrative Agent, and shall include an offer by the Borrower to prepay, on the date (each a “Mandatory Prepayment Date”) that is ten Business Days after the date of the Prepayment Option Notice, each Applicable Class of Loans of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise Lender by an amount equal to the applicable prepayment event and a reasonably detailed calculation portion of the Net Proceeds therefrom.Prepayment Amount for such Class indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Applicable Class of Term Loans. Each
Appears in 1 contract
Mandatory Prepayments. Outstanding Exit Facility Loans, together with all accrued and unpaid interest thereon, and any other accrued but unpaid amounts owing in respect thereof, shall be paid with, and in an amount equal to: (a) Not later than 100 days after 50% of Excess Cash Flow (to be defined in the end Exit Facility Credit Agreement in a manner acceptable to the Exit Facility Commitment Parties and the Debtors), which payment shall be made within 10 Business Days of each fiscal year of Borrower, the date on which the annual audit is required to be delivered (commencing with the annual audit in respect of the fiscal year ending December 2831, 1996, the Borrower shall 2024); (ib) calculate Excess Cash Flow for such fiscal year and apply 75100% of the net cash proceeds of any Asset Sale in respect of any property or assets of any Exit Facility Borrower or any subsidiary thereof, which payment shall be made within 10 Business Days of the date of receipt of such Excess Cash Flow net cash proceeds, subject to prepay Borrowings the Reinvestment Right (to be defined in accordance with paragraph the Exit Facility Credit Agreement in a manner acceptable to the Exit Facility Commitment Parties and the Debtors); (c) 100% of the net cash proceeds of Casualty/Insurance Events (to be defined in the Exit Facility Credit Agreement in a manner acceptable to the Exit Facility Commitment Parties and the Debtors), which payment shall be made within 5 Business Days of the date of receipt of such net cash proceeds (subject to the Reinvestment Right); (d) below and 100% of the net cash proceeds of Extraordinary Receipts (ii) deliver to be defined in the Exit Facility Credit Agreement in a manner acceptable to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period Exit Facility Commitment Parties and the calculation thereofDebtors), in reasonable detail.
(b) In the event which payment shall be made within 5 Business Days of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date receipt of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) belownet cash proceeds; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.and
Appears in 1 contract
Samples: Restructuring Support Agreement (Core Scientific, Inc./Tx)
Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyshall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings. In the event of If, after giving effect to any partial reduction of the Revolving Credit Commitments, then (i) Commitments or at or prior to the effective date of such reductionany other time, the Administrative Agent shall notify the Borrower and the aggregate outstanding Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure Loans would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationCommitment, then the Borrower shall, on the date of such reduction or terminationat such other time, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(cb) The Not later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds promptly upon its receipt thereof received with respect thereto (orincluding any Restricted Asset Sale Proceeds, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as and when repatriated as provided in the definition of such termbelow) to prepay Borrowings outstanding Loans in accordance with paragraph Section 2.13(e). Notwithstanding the foregoing, with respect to any Foreign Asset Sale, the Borrower may elect to reduce the amount of such prepayment by the amount of any Restricted Asset Sale Proceeds included in such Net Cash Proceeds; provided that the Borrower shall use its commercially reasonable efforts to repatriate any Restricted Asset Sale Proceeds as promptly as practicable following the date of such prepayment. To the extent the Borrower does not repatriate any such Restricted Asset Sale Proceeds, the Borrower shall prepay Term Loans in an aggregate amount equal to the corresponding Restricted Asset Sale Payment Amount on or prior to the first anniversary of the original prepayment date for the related Foreign Asset Sale.
(c) No later than the earlier of (i) 90 days after the end of each fiscal year of the Borrower and (ii) the date on which the financial statements with respect to such fiscal year are delivered pursuant to Section 5.04(a) (the “ECF Prepayment Date”), in each case commencing with the fiscal year ending December 31, 2014, the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to the excess, if any, of (A) the ECF Percentage of Excess Cash Flow for such fiscal year then ended minus (B) voluntary prepayments of Term Loans and Revolving Loans under Section 2.12(a) made during such fiscal year but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and only to the extent that such prepayments do not occur in connection with a refinancing of such Indebtedness. Notwithstanding the foregoing, the Borrower may elect to reduce the amount of such prepayment by an amount equal to the ECF Percentage of Restricted ECF, if any, for such fiscal year; provided that the Borrower shall use its commercially reasonable efforts to repatriate such applicable percentage of Restricted ECF as promptly as practicable following the ECF Prepayment Date (and upon any such repatriation, shall prepay the Term Loans by the amount thereof in accordance with this Section 2.13(c)). To the extent the Borrower does not so repatriate the applicable percentage of Restricted ECF, the Borrower shall prepay Term Loans in an aggregate amount equal to the corresponding Restricted ECF Payment Amount for the applicable fiscal year on or prior to the first anniversary of the date that the original payment was required to have been made pursuant to the terms of this Section 2.13(c).
(d) below; provided, however, that, in In the case event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from an Equity Issuancethe issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or incurrence of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (xand in any event not later than the third Business Day next following) the Borrower shall only be required receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to apply 50100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.13(e).
(e) Mandatory prepayments of outstanding Term Loans pursuant to Sections 2.13(b), 2.13(c) and 2.13(d) shall be applied to the prepayment remaining scheduled installments of Loans if immediately principal due in respect of the outstanding Term Loans, as directed by the Borrower; provided that prior to receipt thereof the Leverage Ratio is greater than 3.00 Acquisition Closing Date, no mandatory prepayments pursuant to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds 2.13(b), 2.13(c) or 2.13(d) will be applied to the prepayment B-1 Term Loans or the Incremental B-2 Term Loans and otherwise in the event that more than one Class of Loans if Term Borrowings are outstanding at the time of receipt thereof such prepayment, the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any aggregate amount of such Net Proceeds prepayment shall be allocated ratably among the Term Borrowings of each such Class (unless, with respect to Other Term Loans and Specified Refinancing Term Loans, the applicable Incremental Assumption Agreement or Refinancing Amendment, as the case may be, provides that such prepayment may be made on a more than ratable basis to the prepayment of Term Loans if that were outstanding at the time of receipt incurrence of the Other Term Loans or Specified Refinancing Term Loans, as the case may be) irrespective of whether such outstanding Term Borrowings are ABR Loans or Eurodollar Loans; provided that if no Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the Leverage Ratio is amount of any payments required to be made by the Borrower pursuant to Section 2.11.
(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not greater less than 2.50 all) of any mandatory prepayment of its Term Loans, pursuant to 1.00this Section 2.13 (such declined amounts, the “Declined Proceeds”). All such Declined Proceeds may be retained by the Borrower.
(g) The Borrower shall deliver to the Administrative Agent (i) Agent, at the time of each prepayment required under this paragraph Section 2.13, (c), i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than to the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is extent practicable, at least three Business Days Days’ prior to the date of such prepaymentirrevocable written, a fax or other electronically transmitted notice of such prepayment. Such certificate Each notice of prepayment shall also describe in reasonable detail specify the facts prepayment date, the Class and circumstances giving rise Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
(h) Notwithstanding the foregoing or anything else herein to the applicable prepayment event and a reasonably detailed calculation contrary, if on or after the Funding Date (i) the Hotspot Acquisition has not been consummated by the Escrow End Date (to be defined in the Escrow Agreement) or (ii) the Escrow Property is distributed to the Administrative Agent pursuant to the terms of the Net Proceeds therefromEscrow Agreement, then all B-1 Term Loans and Incremental B-2 Term Loans that are outstanding on such date shall become due and payable (for the avoidance of doubt the (i) B-1 Term Loans will be repaid in an amount equal to 99.00% of the principal amount of such B-1 Term Loans plus accrued and unpaid interest to but excluding such repayment date and (ii) Incremental B-2 Term Loans will be repaid in an amount equal to 99.00% of the principal amount of such Incremental B-2 Term Loans plus accrued and unpaid interest to but excluding such repayment date).
Appears in 1 contract
Mandatory Prepayments. (a) Not later than 100 days after On the end next occurring Monthly Payment Date following the date on which Lender actually receives a distribution of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amountNet Proceeds, if anyLender does not make such Net Proceeds available to Borrower for a Restoration, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower Lender shall, on the date of such reduction or terminationat its option, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans the Outstanding Principal Balance; provided, however, if immediately prior an Event of Default has occurred and is continuing, Lender may apply such Net Proceeds to receipt thereof the Leverage Ratio is greater than 3.00 Debt in any order, proportion and priority as Lender may determine in its sole and absolute discretion. Any prepayment received by Lender under this Section 2.4.2 shall be (a) subject to 1.00 Section 2.4.3 hereof and (b) accompanied by (i) all interest which would have accrued on the principal amount prepaid through, but not greater than 4.00 including, such Monthly Payment Date, (ii) all other sums then due and payable under the Loan Documents, and (iii) all reasonable out-of-pocket costs and expenses incurred by Lender in connection with such prepayment. Provided that no Event of Default shall have occurred and be continuing, no Yield Maintenance Premium or other prepayment premium or penalty shall be due in connection with any prepayment made pursuant to 1.00 and 25% of such this Section 2.4.2. In the event that Lender applies the Net Proceeds to the prepayment of Loans if at the time Outstanding Principal Balance and such application shall result in a reduction of receipt thereof the Leverage Ratio is Outstanding Principal Balance in an amount greater than 2.50 sixty percent (60%) of the Loan, then, subject to 1.00 but Section 2.4.3 hereof, Borrower may, at its option and upon not greater less than 3.00 sixty (60) days prior notice to 1.00 and Lender, prepay the remaining Outstanding Principal Balance (ysuch remaining Outstanding Principal Balance after application of the Net Proceeds to the Debt hereinafter, the “Remaining Principal Amount”) in whole only with payment of the Borrower Yield Maintenance Premium (which Yield Maintenance Premium, for the avoidance of doubt, shall be due only with respect to the Remaining Principal Amount); provided, however, payment of the Yield Maintenance Premium with respect to the Remaining Principal Amount shall not be required to apply any of such Net Proceeds if the prepayment occurs on or after the Open Prepayment Date. Any prepayment received by Lender pursuant to the foregoing shall be accompanied by (a) all interest which would have accrued on the principal amount prepaid through, but not including, the next occurring Monthly Payment Date (or, if such prepayment of Loans if at occurs on a Monthly Payment Date, through, but not including, such Monthly Payment Date), (b) all other sums then due and payable under the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph Loan Documents, (c)) the Yield Maintenance Premium, a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment if any is applicable, and (iid) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made all reasonable out-of-pocket costs and (B) the date that is three Business Days prior to the date of expenses incurred by Lender in connection with such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.
Appears in 1 contract
Samples: Loan Agreement (American Realty Capital New York City REIT, Inc.)
Mandatory Prepayments. (a) Not later than 100 days after Upon receipt by the end Company or any of each fiscal year its Restricted Subsidiaries of BorrowerNet Cash Proceeds arising from an Asset Sale, commencing with the fiscal year ending December 28, 1996Property Loss Event or Debt Issuance, the Borrower Borrowers shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit and Bankers' Acceptances) in an amount equal to 100% of such Net Cash Proceeds; provided, however, that (i) calculate only Net Cash Proceeds in excess of $2,000,000 in any Fiscal Year shall be required to prepay Loans pursuant to this Section 2.10(a), (ii) in the case of any Net Cash Proceeds arising from a Reinvestment Event, the Borrowers shall prepay the Loans (or provide cash collateral in respect of Letters of Credit and Bankers' Acceptances) in an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Event, if any, on the Reinvestment Prepayment Date with respect to such Reinvestment Event and, pending application of such proceeds as specified in the Reinvestment Notice, shall pay the same to the Administrative Agent to be held in a Cash Collateral Account and (iii) only 50% of the Net Cash Proceeds arising from a Debt Issuance shall be required to be applied as a prepayment of the Loans (or as cash collateral in respect of Letter of Credit and Bankers' Acceptances) if the Leverage Ratio as of the last day of the most recent Fiscal Quarter for which Financial Statements have been delivered pursuant to Section 5.4(b) is less than 3:00 to 1. Any such mandatory prepayment shall be applied in accordance with Section 2.10(c) below.
(b) The Borrowers shall prepay the Term Loans within 90 days of the last day of each Fiscal Year, in an amount equal to 75% of Excess Cash Flow for such fiscal year Fiscal Year (or, in the case of Fiscal Year 2001, the period beginning July 1, 2000 and apply 75ending on the last day of such Fiscal Year); provided, however, only 50% of such Excess Cash Flow should be required to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent be applied as a certificate signed by any Financial Officer prepayment of the Borrower setting forth Term Loans if the amount, if any, Leverage Ratio as of Excess Cash Flow for the last day of such period and the calculation thereof, in reasonable detailFiscal Year is less than 3:00 to 1.
(bc) In Any prepayments made by the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit CommitmentsBorrowers pursuant to Section 2.10(a) shall be applied as follows: first, the Borrower shall repay or to prepay all the outstanding Pre-Merger principal balance of the Term Loans, until such Term Loans shall have been prepaid in full; second, to repay the outstanding principal balance of the Swing Loans until such Swing Loans shall have been repaid in full; third, to repay the outstanding principal balance of the Revolving Facility Borrowings or Post-Merger Loans until such Revolving Facility BorrowingsLoans shall have been paid in full; and then, respectively, on to provide cash collateral for any Letter of Credit Obligations and Bankers' Acceptances Obligations in the date manner set forth in Section 7.3 until all such Letter of such terminationCredit Obligations and Bankers' Acceptances Obligations have been fully cash collateralized in the manner set forth therein. In All prepayments of the event Term Loans made pursuant to this Section 2.10 shall be applied to reduce ratably the remaining installments of any partial the outstanding principal amount of the Term Loans. All repayments of Revolving Loans and Swing Loans required to be made pursuant to this Section 2.10 shall result in a permanent reduction of the Revolving Credit Commitments, then (i) at or prior Commitments to the effective date extent provided in Section 2.6(b). Payments received in respect of such reductionany Canadian Revolving Credit Outstandings shall be distributed to each Canadian Lender in accordance with its Canadian Ratable Portion.
(d) If at any time, the Administrative Agent aggregate principal amount of Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments at such time, the Borrowers shall notify forthwith prepay the Borrower Swing Loans first and then the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, Loans then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and Revolving Loans, the Borrowers shall provide cash collateral for the Letter of Credit Obligations and Bankers' Acceptances Obligations in the manner set forth in Section 7.3 to the extent required to eliminate such excess.
(ce) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (orIf at any time, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the aggregate principal amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe Revolving Credit Outstandings denominated in reasonable detail the facts and circumstances giving rise to an Alternate Currency exceeds the applicable prepayment event and a reasonably detailed calculation of Multicurrency Sublimit, the Net Proceeds therefromBorrowers shall forthwith prepay the Revolving Loans denominated in such Alternate Currency then outstanding in an amount equal to such excess.
Appears in 1 contract
Mandatory Prepayments. i. In the event the aggregate Revolving Loan Advances at any time exceed the Maximum Revolving Loan Amount, Borrowers shall repay the amount of that excess to Lender within three (a3) Not later than 100 days after Business Days of the end date such excess arose.
ii. Subject to Section 2.1(c), in the event the aggregate Revolving Loan Advances at any time exceed the then current Borrowing Base, Borrowers shall repay the amount of that excess to Lender within three (3) Business Days of the date such excess arose.
iii. The entire principal balance of the Revolving Loan constituting an Overadvance and all accrued interest and fees on or relating to such Revolving Loan shall be repaid in full in cash on the Business Day immediately preceding the first day of each Overadvance Clean Down Period.
iv. On or prior to the forty-fifth (45th) day of each fiscal year of Borrowerquarter, commencing with the fiscal year quarter ending December 28March 31, 19962010, Borrowers shall prepay the Borrower shall principal amount of the Term Loans and accrued and unpaid interest thereon in an amount equal to (iA) calculate seventy five percent (75%) of Consolidated Excess Cash Flow for in the event that the Consolidated Total Leverage Ratio as at such fiscal year quarter end date, calculated based on a Twelve Month Measurement Period, is equal to or greater than 3.0 to 1.0 and apply 75% (B) fifty percent (50%) of such Consolidated Excess Cash Flow in the event that the Consolidated Total Leverage Ratio as at such fiscal quarter end date, calculated based on a Twelve Month Measurement Period, is less than 3.0 to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver 1.0. Such prepayments to be applied to the Administrative Agent Term Loan A and the Term Loan B and the Term Loan C as follows: first, to the payment of principal outstanding on the Term Loan A to be applied pro rata to installments of such Term Loan A; second, to the payment of accrued interest on the Term Loan A; third, to the payment of principal outstanding on the Term Loan B; fourth, to the payment of accrued interest on the Term Loan B; fifth, to the payment of principal outstanding on the Term Loan C: sixth, to the payment of accrued interest on the Term Loan C, seventh, to the payment of Lender’s accrued costs, expenses, professional fees (including, without limitation, all Lender Expenses) and any other Secured Obligations on or relating to the Term Loans; and sixtheighth, after all Secured Obligations on or relating to the Term Loans have been repaid, the excess (if any) shall be refunded to the Borrowers or as a certificate signed by court of competent jurisdiction may direct. Notwithstanding Section 2.6(c) and except as otherwise provided in the immediately preceding sentence, no Term Loan Prepayment Charge shall be required for any Financial Officer prepayment of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detailTerm Loans under this Section 2.6(a)(iv).
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on v. On the date of any Permitted Transfer that results in a required prepayment pursuant to clause (iv) of the definition of “Permitted Transfer”, Borrowers shall prepay the principal amount of the Term Loans and the Equipment Term Loan and accrued and unpaid interest thereon as follows: first, to the payment of principal outstanding on the Term Loan A to be applied pro rata to installments of such terminationTerm Loan A, second, to the payment of accrued interest on the Term Loan A, third, to the payment of principal outstanding on the Term Loan B, fourth, to the payment of accrued interest on the Term Loan B, fifth, to the payment of principal outstanding on the Equipment Term Loan, and sixth, to the payment of accrued interest on the Equipment Term Loan, seventh, to the payment of principal outstanding on the Term Loan C and eighth, to the payment of accrued interest on the Term Loan C. No Term Loan Prepayment Charge shall be required for any prepayment of the Term Loans under this Section 2.6(a)(v).
vi. Notwithstanding anything to the contrary contained in this Agreement but subject to Section 10.2, Lender shall apply one hundred and three percent (103%) of the purchase price identified in the Equipment Purchase Orders relating to each item for which payment has been received in the Equipment Term Loan Lockbox or in respect of the equipment and any other items purchased from the proceeds of the Equipment Term Loan, as determined by Lender, to the prepayment of the Equipment Term Loan and other Secured Obligations on or relating to the Equipment Term Loan, as follows: first, to the payment of any outstanding Equipment Term Loan Fee, second, to the payment of the outstanding principal amount of the Equipment Term Loan, and third, to all other Secured Obligations on or relating to the Equipment Term Loan. Of the amounts not applied to the Equipment Term Loan and such other Secured Obligations as hereinabove provided, such amounts shall be returned to Borrowers (or as a court of competent jurisdiction otherwise directs) so long as no Event of Default then exists or could reasonably be expected (with the passage of time or the giving of notice, or both) to exist. In the event any amounts constituting the payment of any partial reduction Equipment Accounts are received by a Borrower, one hundred percent (100%) of the Revolving Credit Commitments, then such amounts shall promptly (ibut in any event within one (1) at or prior Business Day of receipt thereof by such Borrower) be wired to Lender in immediately available funds for application to the effective date of such reduction, the Administrative Agent shall notify the Borrower Equipment Term Loan and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds other Secured Obligations as provided in the definition this paragraph (a)(vi). The receipt and transfer of such term) to prepay Borrowings amounts by a Borrower under this paragraph in accordance with paragraph (d) below; provided, however, that, in the case violation of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower Section 7.25 shall not be required to apply deemed a waiver of any Event of Default arising as a result of the breach of such Net Proceeds Section 7.25. Upon payment in full in cash of all Secured Obligations on or relating to the prepayment Equipment Term Loan, amounts received in the Equipment Term Loan Lockbox by Lender shall be returned by Lender to Borrowers (or as a court of Loans if at competent jurisdiction otherwise directs) so long as no Event of Default then exists or could reasonably be expected (with the passage of time or the giving of receipt thereof the Leverage Ratio is not greater than 2.50 notice, or both) to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromexist.
Appears in 1 contract
Samples: Loan and Security Agreement (Hercules Technology I, LLC)
Mandatory Prepayments. (a) Not later than 100 days If any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries (excluding any Indebtedness permitted under subsection 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence (or, if such Net Cash Proceeds are received after 2:00 P.M., New York City time, on the end immediately succeeding Business Day) toward the prepayment of each the Term Loans as set forth in subsection 2.9(g).
(b) [RESERVED].
(c) If, for any fiscal year of Borrower, the Borrower commencing with the fiscal year ending December 2831, 1996, the Borrower 2012 there shall (i) calculate be Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amountFlow, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or terminationrelevant Excess Cash Flow Application Date, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to toward the prepayment of the Term Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (yas set forth in subsection 2.9(g) the Borrower shall not be required to apply any excess, if any, of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount ECF Percentage of such prepayment and Excess Cash Flow over (ii) not the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year to the extent accompanying permanent optional reductions of the Revolving Credit Commitments or the commitments to any Incremental Revolving Loan Facility and all optional prepayments of the Term Loans during such fiscal year and prepayments of Term Loans pursuant to subsection 2.23 during such fiscal year. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the later earlier of (Ai) the date on which a Responsible Officer the financial statements of the Borrower becomes aware that referred to in subsection 6.1(a), for the fiscal year with respect to which such prepayment will is made, are required to be made delivered to the Lenders and (Bii) the date that is three such financial statements are actually delivered.
(d) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then (i) unless a Reinvestment Notice shall be delivered in respect thereof, the Net Cash Proceeds (if any) with respect to such Asset Sale or Recovery Event shall be applied, within five Business Days prior after such date, toward the prepayment of the Term Loans, and (ii) if a Reinvestment Notice shall have been delivered in respect thereof, on the applicable Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans, as set forth in subsection 2.9(g).
(e) [RESERVED].
(f) [RESERVED].
(g) The application of any prepayment pursuant to this subsection 2.9 shall be made first to ABR Loans and second to Eurodollar Loans. Each prepayment of Eurodollar Loans under subsection 2.9 shall be accompanied by accrued interest to the date of such prepayment, a notice prepayment on the amount prepaid. Amounts repaid or prepaid on account of the Term Loans may not be reborrowed. Prepayment of the Term Loans required by this subsection 2.9 shall be allocated among the Term Loans under the Term Loan Facilities and any Incremental Term Loan Facilities ratably based on the outstanding principal amount of the Term Loans under each such Facility (unless the Incremental Term Loan Activation Notice with respect to any Incremental Term Loan Facility waives the entitlement of such prepayment. Such certificate shall also describe in reasonable detail the facts Incremental Term Loan Facility to such ratable allocation) and circumstances giving rise applied to the then remaining installments under each such Facility in accordance with subsection 2.15(d).
(h) Notwithstanding the foregoing provisions of this subsection 2.9, if at any time the mandatory prepayment of any Loans pursuant to this Agreement would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring costs under subsection 2.16, 2.17 or 2.18 as a result of Eurodollar Loans (“Affected Eurodollar Loans”) being prepaid other than on the last day of an Interest Period applicable prepayment event and thereto, which costs are required to be paid pursuant to subsection 2.18, then, the Borrower may, in its sole discretion, initially deposit a reasonably detailed calculation portion (up to 100%) of the Net Proceeds therefromamounts that otherwise would have been paid in respect of the Affected Eurodollar Loans with the Administrative Agent (which deposit must be equal in amount to the amount of the Affected Eurodollar Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such mandatory prepayment pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence (or occurrences) thereafter of the last day of an Interest Period applicable to the relevant Loan that is a Eurodollar Loan (or such earlier date or dates as shall be requested by the Borrower), to repay an aggregate principal amount of such Loan equal to the Affected Eurodollar Loans not initially repaid pursuant to this sentence.
Appears in 1 contract
Samples: Credit Agreement (Lin Tv Corp.)
Mandatory Prepayments. (a) Not later than 100 days after Upon receipt by the end Borrower or any of each fiscal year its Subsidiaries of BorrowerNet Cash Proceeds arising from an Asset Sale, commencing with the fiscal year ending December 28, 1996Property Loss Event or Debt Issuance, the Borrower shall immediately prepay the Loans (ior provide cash collateral in respect of Letters of Credit) calculate Excess Cash Flow for such fiscal year and apply 75in an amount equal to 100% of such Excess Net Cash Flow to prepay Borrowings Proceeds. Any such mandatory prepayments shall be applied in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
clause (b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, thatthat in the case of any Net Cash Proceeds arising from a Reinvestment Event, any proceeds in excess of the amounts required to repay the Loans and to fully cash collateralize Letter of Credit Obligations as provided in clause (b) below shall be paid to the Administrative Agent to be held in a Cash Collateral Account pending application of such proceeds as specified in the Reinvestment Notice relating to such Reinvestment Event.
(b) Any prepayments made by the Borrower required to be applied in accordance with this clause (b) shall be applied as follows: first, to repay the outstanding principal balance of the Swing Loans until such Swing Loans shall have been repaid in full; second, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall have been paid in full; and then, to provide cash collateral for any Letter of Credit Obligations in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein. All prepayments of Revolving Loans and Swing Loans required to be made pursuant to this Section 2.9(b) (Mandatory Prepayments) shall result in a permanent reduction of the Revolving Credit Commitments to the extent provided in Section 2.5 (Reduction and Termination of the Revolving Credit Commitments); provided, however, that in the case of any prepayment of Revolving Loans and Swing Loans made in connection with the receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds arising from a Reinvestment Event, the Revolving Credit Commitments shall not be permanently reduced by the amount of such prepayment until the occurrence of the Reinvestment Prepayment Date with respect to such Reinvestment Event, and then the Revolving Credit Commitments shall be permanently reduced only to the extent that the amount of such Net Cash Proceeds exceeds the amount of proceeds of Revolving Loans or Swing Loans identified in a Reinvestment Notice relating to such Reinvestment Event as being used or to be used to acquire replacement assets useful in the Borrower's or one or more of its Subsidiaries' business and, in the case of Net Proceeds from an Equity IssuanceReinvestment Events relating to a Property Loss Event, to effect repairs.
(xc) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the Maximum Credit at such time, the Borrower shall only be required forthwith prepay the Swing Loans first and then the Revolving Loans then outstanding in an amount equal to apply 50% such excess. If any such excess remains after repayment in full of such Net Proceeds to the prepayment of aggregate outstanding Swing Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) Revolving Loans, the Borrower shall not be provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) to the extent required to apply any of eliminate such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromexcess.
Appears in 1 contract
Mandatory Prepayments. (a) Not later than 100 days If any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries (excluding any Indebtedness permitted under subsection 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence (or, if such Net Cash Proceeds are received after 2:00 P.M., New York City time, on the end immediately succeeding Business Day) toward the prepayment of each the Term Loans as set forth in subsection 2.9(g).
(b) [RESERVED].
(c) If, for any fiscal year of Borrower, the Borrower commencing with the fiscal year ending December 2831, 1996, the Borrower 2012 there shall (i) calculate be Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amountFlow, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or terminationrelevant Excess Cash Flow Application Date, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to toward the prepayment of the Term Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (yas set forth in subsection 2.9(g) the Borrower shall not be required to apply any excess, if any, of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount ECF Percentage of such prepayment and Excess Cash Flow over (ii) not the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year to the extent accompanying permanent optional reductions of the Revolving Credit Commitments or the commitments to any Incremental Revolving Loan Facility and all optional prepayments of the Term Loans during such fiscal year. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the later earlier of (Ai) the date on which a Responsible Officer the financial statements of the Borrower becomes aware that referred to in subsection 6.1(a), for the fiscal year with respect to which such prepayment will is made, are required to be made delivered to the Lenders and (Bii) the date that is three such financial statements are actually delivered.
(d) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then (i) unless a Reinvestment Notice shall be delivered in respect thereof, the Net Cash Proceeds (if any) with respect to such Asset Sale or Recovery Event shall be applied, within five Business Days prior after such date, toward the prepayment of the Term Loans, and (ii) if a Reinvestment Notice shall have been delivered in respect thereof, on the applicable Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans, as set forth in subsection 2.9(g).
(e) [RESERVED].
(f) [RESERVED].
(g) The application of any prepayment pursuant to this subsection 2.9 shall be made first to ABR Loans and second to Eurodollar Loans. Each prepayment of Eurodollar Loans under subsection 2.9 shall be accompanied by accrued interest to the date of such prepayment, a notice prepayment on the amount prepaid. Amounts repaid or prepaid on account of the Term Loans may not be reborrowed. Prepayment of the Term Loans required by this subsection 2.9 shall be allocated among the Term Loans under the Term Loan Facilities and any Incremental Term Loan Facilities ratably based on the outstanding principal amount of the Term Loans under each such Facility (unless the Incremental Term Loan Activation Notice with respect to any Incremental Term Loan Facility waives the entitlement of such prepayment. Such certificate shall also describe in reasonable detail the facts Incremental Term Loan Facility to such ratable allocation) and circumstances giving rise applied to the then remaining installments under each such Facility in accordance with subsection 2.15(d).
(h) Notwithstanding the foregoing provisions of this subsection 2.9, if at any time the mandatory prepayment of any Loans pursuant to this Agreement would result, after giving effect to the procedures set forth in this Agreement, in the Borrower incurring costs under subsection 2.16, 2.17 or 2.18 as a result of Eurodollar Loans (“Affected Eurodollar Loans”) being prepaid other than on the last day of an Interest Period applicable prepayment event and thereto, which costs are required to be paid pursuant to subsection 2.18, then, the Borrower may, in its sole discretion, initially deposit a reasonably detailed calculation portion (up to 100%) of the Net Proceeds therefromamounts that otherwise would have been paid in respect of the Affected Eurodollar Loans with the Administrative Agent (which deposit must be equal in amount to the amount of the Affected Eurodollar Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such mandatory prepayment pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence (or occurrences) thereafter of the last day of an Interest Period applicable to the relevant Loan that is a Eurodollar Loan (or such earlier date or dates as shall be requested by the Borrower), to repay an aggregate principal amount of such Loan equal to the Affected Eurodollar Loans not initially repaid pursuant to this sentence.
Appears in 1 contract
Samples: Credit Agreement (Lin Tv Corp.)
Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b%3) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyBorrowers shall, on the date of such termination, repay or prepay all outstanding Revolving Credit Borrowings and replace or cause to be canceled (or cash collateralize or backstop pursuant to arrangements satisfactory to the Administrative Agent and each Issuing Bank) all outstanding Letters of Credit issued by each such Issuing Bank. In the event of If, after giving effect to any partial reduction of the Revolving Credit CommitmentsCommitments or at any other time (including on any Calculation Date), then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationCommitment, then the Borrower Revolving Borrowers shall, on the date of such reduction or terminationat such other time, repay or prepay Revolving Credit Borrowings and, after the Revolving Credit Borrowings shall have been repaid or cash-prepaid in full, replace or cause to be canceled (or cash collateralize outstanding or backstop pursuant to arrangements satisfactory to the Administrative Agent and such Issuing Bank) Letters of Credit issued by each such Issuing Bank in an amount sufficient to eliminate such excess.
(ca) The Borrower Not later than the Asset Sale Prepayment Date with respect to any Asset Sale, the Borrowers shall apply an amount equal to 100% of the Net Cash Proceeds promptly upon its receipt thereof received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(f); provided that (i) no such prepayment will be required until the Net Cash Proceeds in respect of Asset Sales received from and after the time of the immediately preceding prepayment under this clause (b) (or if no such prepayments have yet occurred since the 2016 Restatement Date, from the 2016 Restatement Date) exceeds $100,000,000 (or, if applicablean asset sale offer or prepayment is required at a lower threshold under the definitive documentation governing any Material Indebtedness, promptly upon such lower threshold) and (ii) with respect to the Net Cash Proceeds of any amounts being deemed Asset Sale, to constitute Net Proceeds as provided in the definition extent any applicable Senior Secured Note Indenture requires the Borrowers to prepay or make an offer to purchase Senior Secured Notes with Liens on the Collateral ranking pari passu with the Liens securing the Bank Obligations with the proceeds of such term) Asset Sale, the Net Cash Proceeds to be applied to prepay Borrowings outstanding Term Loans pursuant to this clause (b) shall be reduced by an amount equal to the product of (1) the amount of such Net Cash Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of the Senior Secured Notes with a Lien on the Collateral ranking pari passu with the Liens securing the Bank Obligations and with respect to which such a requirement to prepay or make an offer to purchase exists and the denominator of which is the sum of the outstanding principal amount of such Senior Secured Notes and the outstanding principal amount of Term Loans.
(b) No later than the earlier of (i) 90 days after the end of each fiscal year of Holdings, commencing with the fiscal year ending on December 31, 2016, and (ii) the date that is 10 days following the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrowers shall prepay outstanding Term Loans in accordance with paragraph Section 2.13(f) in an aggregate principal amount equal to (dA) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) if the Borrower Senior Secured First Lien Leverage Ratio at the end of such period shall only have been greater than 3.0 to 1.0, 50% of Excess Cash Flow for the fiscal year then ended and (y) if the Senior Secured First Lien Leverage Ratio at the end of such period shall have been less than or equal to 3.0 to 1.0 and greater than 2.5 to 1.0, 25% of Excess Cash Flow for the fiscal year then ended (it being understood that no prepayment pursuant to this Section 2.13(c) shall be required in respect of the fiscal year then ended if the Senior Secured First Lien Leverage Ratio at the end of such period shall have been less than or equal to 2.5 to 1.0), in each case minus (B) Voluntary Prepayments and prepayments of Revolving Loans under Section 2.12(a) during such fiscal year but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments are not made with funds received in connection with a refinancing of all or any portion of such Indebtedness minus (C) the amount of cash used to make permanent voluntary prepayments, repurchases or redemptions, as the case may be, of Term Loans pursuant to Section 2.12(b) or 9.04(m) or of Senior Secured Notes (and the repayment or redemption of Senior Secured Notes upon the maturity thereof) during such fiscal year but only to the extent that the Term Loans and Senior Secured Notes so prepaid, repaid, repurchased or redeemed, as the case may be, by their terms cannot be reborrowed, redrawn or resold and such prepayments, repayments, repurchases or redemptions are not made with funds received in connection with a refinancing of all or any portion of such Term Loans and Senior Secured Notes; provided that the Borrowers may use a portion of such Excess Cash Flow to prepay Senior Secured Notes in the form of senior secured loans with Liens on the Collateral ranking pari passu with the Liens securing the Bank Obligations to the extent the definitive documentation in respect of any such Senior Secured Notes requires the Borrowers to prepay such Senior Secured Notes with such Excess Cash Flow (and, for the avoidance of doubt, the amount of Excess Cash Flow required to be applied in prepayment of the Term Loans pursuant to this Section 2.13(c) shall be reduced by such portion), in each case in an amount not to exceed the product of (1) the amount of such Excess Cash Flow and (2) a fraction, the numerator of which is the outstanding principal amount of such Senior Secured Notes with respect to which such a requirement to prepay exists and the denominator of which is the sum of the outstanding principal amount of such Senior Secured Notes and the outstanding principal amount of Term Loans.
(c) In the event that any Loan Party or any Subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any Subsidiary of a Loan Party (other than any cash proceeds from Indebtedness permitted by Section 6.01), the Borrowers shall, substantially simultaneously with (and in any event not later than the fourth Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such Subsidiary, apply 50an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(f).
(d) Notwithstanding the prepayment of Loans if immediately prior foregoing, Holdings (in its sole discretion) may give each Term Lender the option (in its sole discretion) to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds elect, by written notice to the prepayment of Loans if Administrative Agent at the time of receipt thereof and in the Leverage Ratio is greater than 2.50 manner specified by the Administrative Agent in consultation with Holdings, to 1.00 decline all (but not greater less than 3.00 all) of any mandatory prepayment of its Term Loans pursuant to 1.00 this Section 2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds may be retained by the Borrowers and will be added to the Available Amount.
(e) Subject to Section 2.13(e), mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata to each Class of Term Loans and applied to the remaining scheduled installments of principal due pursuant to clauses (i), (ii) and (yiv) of Section 2.11(a) as directed by the applicable Borrower shall not be required to apply (and absent any such direction, in direct order of such Net Proceeds to maturity against the prepayment remaining scheduled installments of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The principal due).
(f) Each applicable Borrower shall deliver to the Administrative Agent (i) Agent, at the time of each prepayment required under this paragraph Section 2.13, (c), i) a certificate signed by a Financial Officer of the such Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) at least four Business Days prior irrevocable written notice of such prepayment, which notice, in the case of any prepayments required under Section 2.13(b) or Section 2.13(d), may be conditioned upon the receipt by Holdings or a Subsidiary of the Net Cash Proceeds referred to therein or the occurrence of any other event. 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 portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Sections 2.13(f) and 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
(g) Notwithstanding the foregoing provisions, to the extent that repatriating any or all of the Net Cash Proceeds from any Asset Sale or Excess Cash Flow attributable to a Foreign Subsidiary (x) would result in material adverse tax consequences to Holdings or any Subsidiary or (y) is prohibited or delayed by applicable local law from being repatriated to any jurisdiction that would enable such amounts to be applied to prepayment pursuant to this Section 2.13 (in the case of the foregoing clauses (x) and (y), as reasonably determined by Holdings in good faith, which determination shall be conclusive), the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not later than be required to be applied in compliance with the later foregoing provisions, and such amounts may be retained by the applicable Foreign Subsidiary or invested in, distributed to or otherwise transferred to any other Foreign Subsidiary; provided, however, that, in the case of this clause (y), if the Net Cash Proceeds or Excess Cash Flow the repatriation of which is prohibited or delayed by applicable local law exceeds $10.0 million, Holdings shall take commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation, and if such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow can be achieved such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be applied (whether or not repatriation actually occurs), in compliance with the foregoing provisions (A) in the date on which a Responsible Officer case of the Borrower becomes aware that such prepayment will be made Excess Cash Flow, within 10 Business Days thereafter and (B) in the case of Net Cash Proceeds from Any Asset Sale, within the time periods specified in Section 2.13(b) above (measured from the date that is three Business Days prior to the date of such prepaymentNet Cash Proceeds can be repatriated, a notice of whether or not such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromrepatriation actually occurs).
Appears in 1 contract
Mandatory Prepayments. The Borrower shall prepay the Loans in full as follows:
(ai) Not later than 100 days after If (A) any Company Extraordinary Event with respect to the end of Regency Shares and/or Regency Company occurs or (B) any Share Price Trigger Event with respect to the Regency Shares occurs, in each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996case, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of Lenders the Loans in full within [* * *]; provided that, notwithstanding the foregoing, if the Borrower setting forth the amountis obligated to make any prepayments upon a (w) Company Merger Event, if any(x) Company Free Float Reduction Event, (y) Company Change of Excess Cash Flow for such period and the calculation thereofControl or (z) Company Delisting, in reasonable detail.
(b) In each case, with respect to the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit CommitmentsRegency Shares and/or Regency Company, the Borrower shall repay prepay to the Lenders the Loans in full within [* * *] Business Days.
(ii) If a Share Price Decline Event with respect to the Regency Shares occurs, the Calculation Agent may make corresponding adjustments to one or prepay all more of the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, material terms of this Agreement as the Calculation Agent determines are reasonably necessary to preserve for the Lenders the fair value of such material terms as in effect on the date of Amendment Effective Date (as such termination. In fair value may be subsequently adjusted) and (x) shall use reasonable efforts to consult with the event of any partial reduction of the Revolving Credit Commitments, then Borrower with respect to such determination and (iy) at or prior to the effective date of such reduction, the Administrative Agent shall promptly notify the Borrower and of such adjustment(s) (but in no event later than the Revolving Credit Lenders close of business in New York on the Aggregate Revolving Credit Exposure after giving effect thereto and (iithird Business Day immediately preceding the date on which such adjustment(s) if will become effective). If the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect Borrower does not consent to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (xadjustment(s) the Borrower shall only prepay to the Lenders the Loans in full prior to the relevant Exchange Day on which such adjustment(s) are to take effect. For the avoidance of doubt, the failure of the Calculation Agent to give such notice within such timeframe shall not affect the rights of the Calculation Agent to make such adjustment but (1) any such notice must be required to apply 50% provided within [* * *] days of such Net Proceeds Share Price Decline Event and (2) no such adjustment shall take effect prior to the prepayment of Loans if immediately prior to receipt thereof [* * *] relevant Exchange Day following the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% Calculation Agent’s delivery of such Net Proceeds notice. In addition, if a Share Price Decline Event with respect to the Regency Shares occurs but is effectively cured, any subsequent Share Price Decline Event with respect to the Regency Shares shall be treated as a new Share Price Decline Event under this clause (ii) and the Calculation Agent shall have [* * *] days from the occurrence of such subsequent Share Price Decline Event to provide such notice. If a notice of a Share Price Decline Event is not provided during the [* * *] day period of such Share Price Decline Event, then the Calculation Agent shall be deemed to have waived its right to seek an adjustment with respect to such Share Price Decline Event under this Section 2.03(b)(ii).
(iii) If the Borrower notifies the Calculation Agent that it does not intend to satisfy the Margin Call Notice or fails to notify the Calculation Agent of its intention to satisfy the Margin Call Notice pursuant to Section 2.07(a)(i), the Borrower shall prepay to the Lenders the Loans in full within one Business Day.
(iv) As required by Section 2.07(c).
(v) [Reserved]
(vi) Any prepayment in full (including after acceleration) shall be accompanied by all accrued and unpaid interest and Undrawn Commitment Fees on the amount prepaid together with any additional amounts required pursuant to Section 3.04.
(vii) On any date that the Borrower prepays the Loans under this Section 2.03(b) the Commitments under this Agreement shall be permanently reduced to zero.
(viii) If a Basket Value Decline Event occurs, the Calculation Agent may make corresponding adjustments to one or more of Loans if at the time material terms of receipt thereof this Agreement upon fourteen days prior written notice as the Leverage Ratio is greater than 2.50 Calculation Agent determines are reasonably necessary to 1.00 but not greater than 3.00 preserve for the Lenders the fair value of such material terms as in effect on the Third Restatement Date (as such fair value may be subsequently adjusted) and (x) shall use reasonable efforts to 1.00 consult with the Borrower with respect to such determination and (y) shall promptly notify the Borrower of such adjustment(s) (but in no event later than the close of business in New York on the third Business Day from the date the foregoing notice was provided will become effective). If the Borrower does not consent to such adjustment(s) the Borrower shall not be required to apply any of such Net Proceeds prepay to the prepayment of Lenders the Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days full prior to the date relevant Exchange Day on which such adjustment(s) are to take effect. For the avoidance of doubt, the failure of the Calculation Agent to give such notice within such timeframe shall not affect the rights of the Calculation Agent to make such adjustment but (1) any such notice must be provided within [* * *] days of such prepaymentBasket Value Decline Event and (2) no such adjustment shall take effect prior to the [* * *] relevant Exchange Day following the Calculation Agent’s delivery of such notice. In addition, if a Basket Value Decline Event occurs but is effectively cured, any subsequent Basket Value Decline Event shall be treated as a new Basket Value Decline Event under this clause (viii) and the Calculation Agent shall have [* * *] days from the occurrence of such subsequent Basket Value Decline Event to provide such notice. If a notice of a Basket Value Decline Event is not provided during the [* * *] day period of such prepayment. Such certificate Basket Value Decline Event, then the Calculation Agent shall also describe in reasonable detail the facts and circumstances giving rise be deemed to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromhave waived its right to seek an adjustment with respect to such Basket Value Decline Event under this Section 2.03(b)(viii).
Appears in 1 contract
Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyshall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace all outstanding Letters of Credit. In the event If as a result of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if Commitments the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationthereto, then the Borrower shall, on the date of such reduction or terminationreduction, repay or prepay Revolving Credit Borrowings or cash-collateralize Swingline Loans (or a combination thereof) and/or replace outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(cb) The If on any date any Loan Party shall receive Net Cash Proceeds from any Asset Sales or Recovery Events in an aggregate amount greater than $2,000,000 in any fiscal year of the Borrower then, unless a Reinvestment Notice shall apply 100% of be delivered in respect thereof, all such Net Cash Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of shall be applied within five Business Days after such term) date to prepay Borrowings outstanding Loans in accordance with paragraph Section 2.13(e); provided, that, notwithstanding the foregoing, (di) belowthe aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $25,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward such payment.
(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, 2005, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.4(a), the Borrower shall prepay outstanding Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to 50% of Excess Cash Flow for the fiscal year then ended; provided, however, that, that in the case event the Leverage Ratio at the end of such fiscal year was less than 3.5 to 1.00 no such prepayment shall be required.
(d) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from an Equity Issuancethe issuance of Disqualified Preferred Stock or the issuance or other disposition of Indebtedness for money borrowed (or any similar transaction evidenced by bonds, debentures, notes or similar instruments) of any Loan Party or any subsidiary of a Loan Party (xother than Disqualified Preferred Stock or Indebtedness for money borrowed (or any similar transaction evidenced by bonds, debentures, notes or similar instruments) the Borrower permitted pursuant to Section 6.1, except for Indebtedness incurred under Section 6.1(p) for which a mandatory prepayment shall only be required to the extent such Indebtedness exceeds $25,000,000 at any time), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply 50an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.13(e).
(e) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated ratably between the Term Loans and the Other Term Loans, if any, and shall be applied first, in chronological order to the installments of principal in respect of the Term Loans and Other Term Loans scheduled to be paid within 12 months after such mandatory prepayment and second, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and Other Term Loans under Section 2.11. Upon the prepayment in full of all Term Loans, mandatory prepayments shall be applied to prepay Revolving Loans if immediately prior to receipt the full extent thereof and to permanently reduce the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% Revolving Credit Commitments by the amount of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and prepayment.
(yf) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) Agent, at the time of each prepayment required under this paragraph Section 2.13, (c), i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepaymentextent practicable, a at least three days prior written notice of such prepayment. Such certificate Each notice of prepayment shall also describe in reasonable detail specify the facts prepayment date, the Type of each Loan being prepaid and circumstances giving rise the principal amount of each Loan (or portion thereof) to the applicable prepayment event and a reasonably detailed calculation be prepaid. All prepayments of the Net Proceeds therefromBorrowings under this Section 2.13 shall be subject to Section 2.15, but shall otherwise be without premium or penalty.
Appears in 1 contract
Samples: Credit Agreement (Knoll Inc)
Mandatory Prepayments. (a) Not later Unless the Required Lenders shall otherwise agree, if on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale, Recovery Event, Stock Issuance (other than 100 days after any issuance or grant of Capital Stock of the Borrower in connection with equity-based compensation) or Subordinated Debt Issuance that, when added to the aggregate amount of such Net Cash Proceeds prior thereto in the same fiscal year of the Borrower, exceed $20,000,000, then, unless, in the case of a Reinvestment Event, a Reinvestment Notice shall be delivered in respect thereof, 100% of the amount by which such aggregate Net Cash Proceeds received during such fiscal year exceed $20,000,000 shall be applied on such date toward the prepayment of the Revolving Loans and the reduction of the Commitments as set forth in Section 2.6; provided, that on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Revolving Loans and the reduction of the Commitments as set forth in Section 2.6; provided, further, in the case of any such required prepayment in respect of which a Reinvestment Notice has not been delivered, such prepayment may be made on a date subsequent to the date of receipt of such Net Cash Proceeds chosen by the Borrower to coincide with the end of each fiscal year one or more Interest Periods so long as such later date is not more than six months after such date of Borrowerreceipt of such Net Cash Proceeds; and provided, commencing with the fiscal year ending December 28further, 1996that no such prepayment shall be required if, at such time, the Borrower could satisfy the conditions to a Credit Extension set forth in Section 4.2 for the reborrowing thereof. Nothing herein shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to affect the Administrative Agent a certificate signed by any Financial Officer obligations of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detailunder Section 2.2.1(b) or 2.6.2(c).
(b) In If on any date (i) unless the event of any termination of all Required Lenders shall otherwise agree, the Pre-Merger Revolving Aggregate Outstanding Credit Commitments Exposure exceeds the Borrowing Base or Post-Merger Revolving (ii) the Aggregate Outstanding Credit CommitmentsExposure exceeds the Aggregate Commitment (including after giving effect to a reduction in the Aggregate Commitment pursuant to Section 2.6.2), then in either case the Borrower shall repay or prepay immediately its then outstanding Revolving Loans in such amount as may be necessary to eliminate such excess; provided, that if an excess remains after repayment of all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationLoans, then the Borrower shall, on shall cash collateralize the date of LC Obligations by depositing into the Facility LC Collateral Account such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient as may be necessary to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed repay Loans and cause Facility LCs to constitute Net Proceeds as provided expire in such a way so that for at least 30 consecutive days annually during the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 period beginning November 1 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time ending on March 31 of each prepayment required under this paragraph (c)year, a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of Aggregate Outstanding Credit Exposure does not exceed $30,000,000 for such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom30-day period.
Appears in 1 contract
Samples: Credit Agreement (Department 56 Inc)
Mandatory Prepayments. (a) Not If on any date the sum of the aggregate outstanding Principal Amount of Revolving Loans and Competitive Bid Loans (all the foregoing, collectively, the "Aggregate Loan Outstandings") exceeds the Total Commitment as then in effect, the Borrowers, jointly and severally, shall repay no later than 100 days the next following Business Day the principal amount of Revolving Loans (but excluding DB Loans to the extent the respective DB Loan Maturity Date has not occurred) in an aggregate Principal Amount equal to such excess. If, after giving effect to the end prepayment of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996all outstanding Revolving Loans as set forth above, the Borrower remaining Aggregate Loan Outstandings exceed the Total Commitment, the Borrowers, jointly and severally, shall (i) calculate Excess Cash Flow for repay on such fiscal year and apply 75% date the principal of Competitive Bid Loans in an aggregate amount equal to such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detailexcess.
(b) In On the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitmentsmaturity date specified pursuant to Section 1.04(a) with respect to each Competitive Bid Loan, the applicable Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior Competitive Bid Loan to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction applicable Bidder Lender or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excessBidder Lenders.
(c) The On each DB Loan Maturity Date, the respective Designated Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided repay the respective DB Loans in the definition of such term) to prepay Borrowings in accordance with paragraph full.
(d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Revolving Loans and Competitive Bid Loans shall be repaid in full on the Final Maturity Date.
(e) With respect to each prepayment of Revolving Loans if immediately prior required by Section 3.02(a), the applicable Borrower may designate the Types of Revolving Loans which are to receipt thereof be prepaid and the Leverage Ratio is greater than 3.00 specific Borrowing(s) pursuant to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent which made, provided that (i) at if any prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the time of each prepayment required under this paragraph (c)outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for such Borrowing, a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of then all Revolving Loans outstanding pursuant to such prepayment Borrowing shall be immediately converted into Base Rate Loans and (ii) not later than each prepayment of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans. In the later absence of (A) a designation by a Borrower as described in the date on which a Responsible Officer of preceding sentence, the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior Administrative Agent shall, subject to the date of above, make such prepaymentdesignation in its sole discretion with a view, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise but no obligation, to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromminimize breakage costs owing under Section 1.12.
Appears in 1 contract
Samples: Credit Agreement (Mbia Inc)
Mandatory Prepayments. Only the following: Unless the net cash proceeds are reinvested (aor committed to be reinvested) Not later than 100 days in the business within 12 months and, if so committed to be reinvested, are actually reinvested within six months after the end of each such initial 12-month period, after a non-ordinary course asset sale or other non-ordinary course disposition of property of the Borrower or any restricted subsidiary (including insurance and condemnation proceeds), the Mandatory Prepayment Percentage (as defined in the Fee Letter) of the net cash proceeds in excess of an amount to be agreed upon from such non-ordinary course asset sales or other non-ordinary course dispositions of property shall be applied to prepay the loans under the Term Facility, subject to customary exceptions, exceptions consistent with the Documentation Precedent and other exceptions to be agreed upon. In addition, beginning with the first full fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996Borrower after the Closing Date, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings Prepayment Percentage (as defined in accordance with paragraph (dthe Fee Letter) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and (to be defined in a manner consistent with the calculation thereof, in reasonable detail.
(bDocumentation Precedent) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and its restricted subsidiaries (stepping down to the Revolving Credit Lenders of First Excess Cash Flow Prepayment Stepdown Percentage (as defined in the Aggregate Revolving Credit Exposure after giving effect thereto and (iiFee Letter) if the Aggregate Revolving Credit Exposure would exceed Net First Lien Leverage Ratio is less than or equal to the Total Revolving Credit Commitment after giving effect First Excess Cash Flow Prepayment Stepdown Ratio (as defined in the Fee Letter) but greater than the Second Excess Cash Flow Prepayment Stepdown Ratio (as defined in the Fee Letter), and stepping down to such reduction the Second Excess Cash Flow Prepayment Stepdown Percentage (as defined in the Fee Letter) if the Net First Lien Leverage Ratio is less than or terminationequal to the Second Excess Cash Flow Prepayment Stepdown Ratio) shall be used to prepay the loans under the Term Facility or, then the Borrower shallno more than ratably, other indebtedness secured by a lien on the date Collateral that ranks pari passu with the liens that secure the Term Facility; provided that no voluntary prepayment of loans or such reduction or terminationother indebtedness shall be credited against excess cash flow prepayment obligations on a dollar-for-dollar basis unless such voluntary prepayment is applied to reduce the amount of the Term Facility payable at maturity. In addition, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition net cash proceeds of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case issuances of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer debt obligations of the Borrower setting forth and its restricted subsidiaries after the Closing Date (other than debt permitted under the definitive documentation for the Facilities (other than Refinancing Facilities and Refinancing Notes)) shall be used to prepay the loans under the Term Facility. Notwithstanding the foregoing, each Lender under the Term Facility shall have the right to reject its pro rata share of any mandatory prepayments described above, in reasonable detail which case the amounts so rejected may be retained by the Borrower and used for any purpose not prohibited by the definitive documentation for the Facilities and will be included in the calculation of the amount “Cumulative Credit” (as defined below). The above-described mandatory prepayments shall be applied to the Term Facility in direct order of maturity. Prepayments from foreign subsidiaries’ Excess Cash Flow and asset sale proceeds will be limited under the definitive documentation to the extent the repatriation of funds to fund such prepayment and prepayments (iix) not later than the later of is prohibited, restricted or delayed by applicable local laws or (Ay) the date on which a Responsible Officer of would result in material adverse tax consequences, as determined in good faith by the Borrower becomes aware in consultation with the Agent; provided that in any event the Borrower shall use its commercially reasonable efforts to eliminate such prepayment will be made and (B) the date that is three Business Days prior tax effects in its reasonable control in order to the date of make such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromprepayments.
Appears in 1 contract
Samples: Additional Initial Lender Agreement (Aspen Merger Sub, Inc.)
Mandatory Prepayments. (ai) Not later than 100 days If, after giving effect to any termination or reduction of the end of each fiscal year of BorrowerAggregate Maximum Credit Amounts pursuant to Section 2.06(b) or any reduction in the Aggregate Elected Commitment Amounts pursuant to Section 2.06(c), commencing with the fiscal year ending December 28total Revolving Credit Exposures exceeds the total Commitments, 1996, then the Borrower shall (iA) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay the Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of termination or reduction in an aggregate principal amount equal to such excess, and (B) if any partial reduction excess remains after prepaying all of the Revolving Credit CommitmentsBorrowings 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(d) or Section 8.13(c), if a Borrowing Base Deficiency shall result therefrom, then the Borrower shall eliminate such Borrowing Base Deficiency by electing to (iw) 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 the Borrower’s receipt of notice of the redetermined or adjusted Borrowing Base, (x) repay such Borrowing Base Deficiency in six (6) equal and consecutive monthly installments, the first installment being due and payable thirty (30) days after the Borrower’s receipt of notice of the redetermined or adjusted Borrowing Base, and each subsequent installment being due and payable on the same day in each of the five (5) subsequent calendar months, (y) provide additional Oil and Gas Properties or other collateral acceptable to each of the Lenders in their sole discretion (together with title information with respect thereto acceptable to the Administrative Agent) sufficient to increase the Borrowing Base by an amount at least equal to such Borrowing Base Deficiency within thirty (30) days after the Borrower’s receipt of notice of the redetermined or adjusted Borrowing Base; 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 effective date of Termination Date. The Borrower shall make such reduction, election in writing to the Administrative Agent shall notify within thirty (30) days after the Borrower’s receipt of notice of the redetermined or adjusted Borrowing Base. If a Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, the Borrower and shall pay to the Revolving Credit Lenders Administrative Agent on behalf of the Aggregate Revolving Credit Exposure after giving effect thereto and Lenders an amount equal to such Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j).
(iiiii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e) or Section 2.07(f) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationa Borrowing Base Deficiency shall result therefrom, then the Borrower shall, on shall (A) prepay the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an aggregate principal amount sufficient equal to eliminate such excess.
Borrowing Base Deficiency, and (cB) The Borrower shall apply 100% if any Borrowing Base Deficiency remains after prepaying all of Net Proceeds promptly upon its receipt thereof (orthe Borrowings as a result of an LC Exposure, if applicable, promptly upon any amounts being deemed pay to constitute Net Proceeds 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 the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00Section 2.08(j). The Borrower shall deliver 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, Liquidation.
(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 SOFR Borrowings then outstanding, and if more than one SOFR Borrowing is then outstanding, to each such SOFR Borrowing in order of priority beginning with the SOFR Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the SOFR 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 Administrative Agent (iLoans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) at the time of each prepayment required under this paragraph (c), a certificate signed shall be accompanied by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior accrued interest to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromextent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (ai) Not later than 100 days [Reserved].
(ii) [Reserved].
(iii) [Reserved].
(iv) [Reserved].
(v) [Reserved].
(vi) [Reserved].
(vii) If the Administrative Agent notifies the Borrower that the Revolving Credit Exposure at such time exceeds an amount equal to 100% of the Revolving Credit Commitments then in effect within two (2) Business Days after the end receipt of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996such notice, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, Loans and/or the Borrower shall repay or prepay all Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such amount outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the as of such date of such termination. In the event of any partial reduction payment to an amount not to exceed 100% of the Revolving Credit Commitments.
(viii) [Reserved].
(ix) With respect to each prepayment of Revolving Credit Loans and Extended Revolving Credit Loans elected by the Borrower pursuant to Section 2.05(a), then the Borrower may designate (i) the Class and Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made and (ii) the Revolving Credit Loans or Extended Revolving Credit Loans to be prepaid; provided that (x) Eurocurrency RateTerm SOFR Loans may be designated for prepayment pursuant to this Section 2.05(b) only on the last day of an Interest Period applicable thereto unless all Eurocurrency RateTerm SOFR Loans with Interest Periods ending on such date of required prepayment and all Base Rate Loans have been paid in full; (y) each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans of such Class (except that any prepayment made in connection with a reduction of the Commitments of such Class pursuant to Section 2.06 shall be applied pro rata based on the amount of the reduction in the Commitments of such Class of each applicable Lender); and (z) notwithstanding the provisions of the preceding clause (y), at the option of the Borrower, no prepayment made pursuant to Section 2.05(a) of Revolving Credit Loans or prior Extended Revolving Credit Loans shall be applied to the effective date Loans of such reductionany Defaulting Lender. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds subject to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of above, make such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), designation in a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of manner that minimizes the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of any payments required to be made by the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior pursuant to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromSection 3.05.
Appears in 1 contract
Mandatory Prepayments. (a) Not Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness (excluding any Indebtedness incurred in accordance with Section 7.2, other than Permitted Refinancing Obligations in respect of Term Loans) shall be incurred by the Borrower or any Restricted Subsidiary, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied not later than 100 days one Business Day after the end date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.12(d).
(b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any Restricted Subsidiary shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied not later than 10 Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that, notwithstanding the foregoing, (i) on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (ii) on the date (the “Trigger Date”) that is six months after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date.
(c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Borrower, the Borrower commencing with the fiscal year ending December 28March 31, 19962014, the Borrower shall (i) calculate Excess Cash Flow for such but solely with respect to any fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or ending prior to the effective date of such reductionNinth Amendment Effective Date, the Administrative Agent there shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationbe Excess Cash Flow, then the Borrower shall, on the date relevant Excess Cash Flow Application Date, apply an amount equal to (i) the Excess Cash Flow Percentage of such reduction or terminationExcess Cash Flow minus (ii) the aggregate amount of all prepayments of Revolving Loans to the extent accompanied by permanent optional reductions of the Revolving Commitments, repay or prepay Revolving Credit Borrowings or cashand all optional prepayments of Term Loans (x) during such fiscal year (which, in any event, shall not include any designated prepayment pursuant to clause (y) below) and (y) during the period beginning with the day following the last day of such fiscal year and ending on the Excess Cash Flow Application Date and stated by the Borrower to be prepaid pursuant to this Section 2.12(c)(ii)(y), in each case other than to the extent any such prepayment is funded with the proceeds of long-collateralize outstanding Letters term Indebtedness, toward the prepayment of Credit Term Loans as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an amount sufficient “Excess Cash Flow Application Date”) no later than ten days after the date on which the financial statements referred to eliminate in Section 6.1(a), for the fiscal year with respect to which such excessprepayment is made, are required to be delivered to the Lenders.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, Amounts to be applied in the case of Net Proceeds from an Equity Issuance, (x) the Borrower connection with prepayments pursuant to this Section 2.12 shall only be required to apply 50% of such Net Proceeds applied to the prepayment of the Term Loans if immediately prior in accordance with Section 2.18(b) until paid in full. In connection with any mandatory prepayments by the Borrower of the Term Loans pursuant to receipt thereof this Section 2.12, such prepayments shall be applied on a pro rata basis to the Leverage Ratio is greater than 3.00 then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or EurocurrencyTerm SOFR Loans and with respect to 1.00 but not greater than 4.00 prepayments pursuant to 1.00 and 25% of Section 2.12(b) such Net Cash Proceeds may be applied, along with such prepayment of Term Loans (to the extent the Borrower elects, or is required by the terms thereof), to purchase, redeem or repay any Pari Passu Debt, pursuant to the agreements governing such other Indebtedness, on not more than a pro rata basis with respect to such prepayments of Term Loans; provided that if no Lender exercises the right to waive a given mandatory prepayment of the Term Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 pursuant to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (cSection 2.12(e), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of then, with respect to such mandatory prepayment, the amount of such mandatory prepayment and (ii) not later than shall be applied first to Term Loans that are ABR Loans to the later full extent thereof before application to Term Loans that are EurocurrencyTerm SOFR Loans in a manner that minimizes the amount of (A) any payments required to be made by the date on which a Responsible Officer Borrower pursuant to Section 2.21. Each prepayment of the Borrower becomes aware that such prepayment will Term Loans under this Section 2.12 shall be made and (B) the date that is three Business Days prior accompanied by accrued interest to the date of such prepayment on the amount prepaid.
(e) Notwithstanding anything to the contrary in Section 2.12 or 2.18, with respect to the amount of any mandatory prepayment pursuant to Section 2.12(b) or (c) that is allocated to Tranche B Term Loans (such amount, the “Tranche B Prepayment Amount”), the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans as provided in paragraph (d) above, on the date specified in this Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Term Lender (which, for avoidance of doubt, includes each New Term Lender and ExtendedExtending Lender holding Tranche B Term Loans) a notice (each, a “Tranche B Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender a Tranche B Prepayment Option Notice, which shall be in the form of Exhibit I (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay, on the date (each a “Tranche B Mandatory Prepayment Date”) that is ten Business Days after the date of the Tranche B Prepayment Option Notice, the Tranche B Term Loans of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise Lender by an amount equal to the applicable prepayment event and a reasonably detailed calculation portion of the Net Proceeds therefromTranche B Prepayment Amount indicated in such Lender’s Tranche B Prepayment Option Notice as being applicable to such Lender’s Tranche B Term Loans. Each Tranche B Term Lender may reject all or a portion of its Tranche B Prepayment Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York City time) five Business Days after such Tranche B Term Lender’s receipt of the Tranche B Prepayment Option Notice (which notice shall specify the principal amount of the Tranche B Prepayment Amount to be rejected by such Lender) (such rejected amounts collectively, the “Declined Tranche B Amount”); provided that any Tranche B Term Lender’s failure to so reject such Tranche B Prepayment Amount shall be deemed an acceptance by such Tranche B Term Lender of such Tranche B Prepayment Option Notice and the amount to be prepaid in respect of Tranche B Term Loans held by such Tranche B Term Lender. On the Tranche B Mandatory Prepayment Date, the Borrower shall pay to the relevant Tranche B Term Lenders the aggregate amount necessary to prepay that portion of the outstanding Tranche B Term Loans in respect of which such Lenders have (or are deemed to have) accepted prepayment as described above. If there are (1) any Tranche A Term Loans then outstanding and (2) any Declined Tranche B Amounts in respect of a Tranche B Prepayment Option Notice, on the Business Day following the applicable Tranche B Mandatory Prepayment Date the Borrower shall give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche A Term Lender (which, for avoidance of doubt, includes each New Term Lender and ExtendedExtending Lender holding Tranche A Term Loans) a notice (each, a “Tranche A Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche A Term Lender a Tranche A Prepayment Option Notice, which shall be in the form of Exhibit I (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay, on the date (each a “Tranche A Mandatory Prepayment Date”) that is ten Business Days after the date of the Tranche A Prepayment Option Notice, the Tranche A Term Loans of such Lender by an amount equal to the portion of the Declined Tranche B Amount indicated in such Lender’s Tranche A Prepayment Option Notice as being applicable to such Lender’s Tranche A Term Loans. Each Tranche A Term Lender may reject all or a portion of its Declined Tranche B Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York City time) five Business Days after such Tranche A Term Lender’s receipt of the Tranche A Prepayment Option Notice (which notice shall specify the principal amount of its Declined Tranche B Amount to be rejected by such Lender) (such rejected amounts collectively, the “Declined Tranche A Amount”); provided that any Tranche A Term Lender’s failure to so reject such Declined Tranche B Amount shall be deemed an acceptance by such Tranche A Term Lender of such Tranche A Prepayment Option Notice and the amount to be prepaid in respect of Tranche A Term Loans held by such Tranche A Term Lender. On the Tranche A Mandatory Prepayment Date, the Borrower shall pay to the relevant Tranche A Term Lenders the aggregate amount necessary to prepay that portion of the outstanding Tranche A Term Loans in respect of which such Lenders have (or are deemed to have) accepted prepayment as described above.
(f) If, on any date, the aggregate Revolving Extensions of Credit would exceed the aggregate Revolving Commitments (including as a result of any revaluation of the Dollar Equivalent of the L/C Obligations on any Revaluation Date in accordance with Section 1.4), the Borrower shall promptly prepay Revolving Loans in an aggregate principal amount equal to such excess and/or pay to the Administrative Agent an amount of cash and/or Cash Equivalents and/or Permitted Liquid Investments equal to the aggregate principal amount equal to such excess to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent.
(g) Notwithstanding any other provision of this Section 2.12, a Lender may, at its option, and if agreed by the Borrower, in connection with any prepayment of Tranche B Term Loans pursuant to Section 2.12(a), exchange such Lender’s portion of the Tranche B Term Loan to be prepaid for Rollover Indebtedness, in lieu of such Xxxxxx’s pro rata portion of such prepayment (and any such Tranche B Term Loans so exchanged shall be deemed repaid for all purposes under the Loan Documents).
Appears in 1 contract
Samples: Credit Agreement (Booz Allen Hamilton Holding Corp)
Mandatory Prepayments. (a) Not Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness (excluding any Indebtedness incurred in accordance with Section 7.2) shall be incurred by Holdings or any of its Restricted Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied not later than 100 days one Business Day after the end date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans or New Term Loans as set forth in Section 2.12(d).
(b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date any Loan Party shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied not later than five Business Days after such date toward the prepayment of the Term Loans or New Term Loans as set forth in Section 2.12(d); provided that notwithstanding the foregoing, (x) on each Reinvestment Prepayment Date, the Term Loans or New Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (y) on the date (the “Trigger Date”) that is one year after any such Reinvestment Prepayment Date, the Term Loans or New Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date.
(c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Borrower, Holdings commencing with the fiscal year ending December 28September 30, 19962013, there shall be Excess Cash Flow, Holdings shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) the Excess Cash Flow Percentage of such Excess Cash Flow minus (ii) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year to the extent accompanied by permanent optional reductions of the Revolving Commitments and all optional prepayments of the Term Loans or New Term Loans during such fiscal year, in each case other than to the extent any such prepayment is funded with the proceeds of new long-term Indebtedness, toward the prepayment of the Term Loans or New Term Loans as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten days after the date on which the financial statements of Holdings referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders.
(d) Amounts to be applied in connection with prepayments pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans or New Term Loans in accordance with Section 2.18(b) until paid in full. The application of any prepayment pursuant to Section 2.12 shall be made, first, to ABR Loans and, second, to Eurocurrency Loans. Each prepayment of the Term Loans or New Term Loans under Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.
(e) If as of the last Business Day of each calendar month (computed by the Administrative Agent using the current exchange rate as of such Business Day and promptly notified to the Multicurrency Revolving Lenders and the Borrower) the Dollar Amount of the aggregate outstanding principal amount of the Revolving Loans shall exceed 105% of the aggregate Revolving Commitments, the Borrower shall, within five Business Days after the Borrower’s receipt of such notice, prepay Multicurrency Revolving Loans in such amounts as shall be necessary so that after giving effect thereto the aggregate outstanding principal amount of such Revolving Loans does not exceed the Revolving Commitments as of such Business Day.
(f) Notwithstanding anything to the contrary in Sections 2.12(d) or 2.18, with respect to the amount of any mandatory prepayment pursuant to this Section 2.12 that is allocated to any Tranche of New Term Loans (such amount for such Class, the “Prepayment Amount”, and each such Class, an “Applicable Class”), at any time when Term Loans remain outstanding, the Borrower will, in lieu of applying such Prepayment Amount to the Applicable Class of Term Loans as provided in paragraph (d) above, on the date specified in this Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each New Term Lender a notice substantially in the form of Exhibit L (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each New Term Lender a Prepayment Option Notice, which shall be in a form reasonably satisfactory to the Administrative Agent, and shall include an offer by the Borrower to prepay, on the date (each a “Mandatory Prepayment Date”) that is ten Business Days after the date of the Prepayment Option Notice, each Applicable Class of Loans of such Lender by an amount equal to the portion of the Prepayment Amount for such Class indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Applicable Class of Term Loans. Each New Term Lender may reject all or a portion of its Prepayment Amount of the Applicable Class by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York time) one Business Day after such New Term Lender’s receipt of the Prepayment Option Notice (which notice shall specify the principal amount of the Prepayment Amount for each Applicable Class to be rejected by such Lender); provided that any New Term Lender’s failure to so reject such Prepayment Amount for any Applicable Class shall be deemed an acceptance by such New Term Lender of such Prepayment Option Notice for such Applicable Class and the amount to be prepaid in respect of New Term Loans of such Applicable Class held by such New Term Lender. On the Mandatory Prepayment Date, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow pay to the relevant New Term Lenders the aggregate amount necessary to prepay Borrowings that portion of the outstanding New Term Loans of the Applicable Class in accordance with paragraph respect of which such New Term Lenders have (dor are deemed to have) below accepted prepayment as described above and (ii) deliver prepay outstanding Term Loans in an aggregate amount equal to the Administrative Agent a certificate signed amounts declined by New Term Lenders as described above; provided that, upon the making of such prepayments, any Financial Officer amount remaining unapplied (i.e., after the payment in full of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(bTerm Loans) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior be returned to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excessBorrower.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.
Appears in 1 contract
Mandatory Prepayments. (a) Not later than 100 days If any Indebtedness or Disqualified Capital Stock shall be incurred or issued by the Borrower or any Restricted Subsidiary after the end Closing Date (other than Excluded Indebtedness but excluding any Replacement Facility), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance toward the prepayment of the Loans as set forth in Section 4.2(d).
(a) If on any date the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans as set forth in Section 4.2(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(d).
(b) The Borrower shall, on each Excess Cash Flow Application Date commencing with the Excess Cash Flow Application Date applicable to the fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall ending October 1, 2017, apply the ECF Percentage of the excess, if any, of (i) calculate Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) Voluntary Prepayments and open market or Dutch Auction purchases of Term Loans pursuant to Section 11.6(j) to the extent of cash payments by the Borrower in connection therewith, in each case made during such Excess Cash Flow Payment Period or, without giving duplicative effect to any of the foregoing amounts, during the period following such Excess Cash Flow Payment Period but prior to the Excess Cash Flow Application Date, toward the prepayment of the Loans as set forth in Section 4.2(d). Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) days after the date on which the financial statements referred to in Section 7.1(a) for the fiscal year and apply 75% of the Borrower with respect to which such prepayment is made are required to be delivered to the Lenders. Notwithstanding the foregoing, the Borrower will not be required to prepay the Loans pursuant to this clause (c) with respect to any Excess Cash Flow for the related Excess Cash Flow Payment Period attributable to a Foreign Subsidiary if the repatriation of such Excess Cash Flow to prepay Borrowings from such Foreign Subsidiary at any time during the fiscal year in accordance with paragraph (d) below and (ii) deliver which such Excess Cash Flow Application Date occurs would cause material adverse consequences from fees, taxes or similar impositions of Governmental Authorities to the Administrative Agent Borrower or would otherwise be payable as a certificate signed by any Financial Officer result of the occurrence of any one-time repatriation holidays; provided that in the event the Borrower setting forth the amount, if any, is required to make a payment of Excess Cash Flow for attributable to a Foreign Subsidiary, such period and payment shall be made no later than ten (10) days after the calculation thereofBorrower becomes aware that such repatriation would not cause adverse consequences from fees, taxes or similar impositions of Governmental Authorities to the Borrower; provided further that in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, that the Borrower is not required to make a payment of Excess Cash Flow attributable to a Foreign Subsidiary during the fiscal year in which such Excess Cash Flow Application Date occurs, no payment shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of be due in any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excesssucceeding fiscal year.
(c) The Borrower Amounts to be applied in connection with prepayments made pursuant to this Section 4.2 shall apply 100% of Net Proceeds promptly upon its receipt thereof be applied, without premium or penalty, as follows:
(or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided i) in the definition case of such term) a prepayment pursuant to prepay Borrowings Section 4.2(c), first, to the prepayment of the Term B Loans in accordance with paragraph Section 4.8 and, second, to the prepayment of the Term A Loans in accordance with Section 4.8, third to prepay the Revolving Loans without any permanent reduction of the Revolving Commitments, in each case on a pro rata basis;
(dii) below; providedin the case of a prepayment pursuant to Section 4.2(a) (other than any prepayment resulting from a Replacement Facility) or (b), howeverfirst, to the prepayment on a pro rata basis of the Term A Loans and the Term B Loans, in each case in accordance with Section 4.8 and, second to prepay the Revolving Loans without any permanent reduction of the Revolving Commitments, in each case on a pro rata basis and in the case of a prepayment resulting from a Replacement Facility to the applicable Term Loans being replaced, provided that, in the case of Net Proceeds from an Equity Issuanceprepayments of Revolving Loans, (x) if the Borrower shall only be required to apply 50% aggregate principal amount of such Net Proceeds to the prepayment of Revolving Loans if immediately prior to receipt thereof the Leverage Ratio and Swingline Loans then outstanding is greater less than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and (ii) not later conditions reasonably satisfactory to the Administrative Agent; provided, further, that if a Eurodollar Loan is prepaid on any day other than the later of (A) the date on which a Responsible Officer last day of the Interest Period applicable thereto, the Borrower becomes aware that such shall also pay any amounts owing pursuant to Section 4.11. The application of any prepayment will pursuant to this Section 4.2 shall be made and (B) made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the date that is three Business Days prior Loans under this Section 4.2 shall be accompanied by accrued interest to the date of such prepaymentprepayment on the amount prepaid.
(d) Each Term Lender may elect may elect, a by notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable Administrative Agent by telephone (confirmed by hand delivery, facsimile transmission or PDF attachment to an e-mail) at least one Business Day prior to the required prepayment event date, to decline all or any portion of any mandatory prepayment pursuant to this Section 4.2 of its Loans (such declined prepayment amounts, “Declined Prepayments”) other than any prepayment from the proceeds of any Replacement Facility, in which case the such Declined Prepayments shall be retained by the Borrower.
(e) In addition to, and a reasonably detailed calculation without reduction to, each of the Net Proceeds therefromprepayments required pursuant to this Section 4.2, not later than 30 days following the Closing Date the Borrower shall prepay Revolving Loans (without requiring any permanent reduction to the Revolving Commitments) in an amount equal to the amount by which the Transaction Costs Revolving Amount exceeds $225.0 million.
Appears in 1 contract
Samples: Credit Agreement (Microsemi Corp)
Mandatory Prepayments. (a) Not Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2), then not later than 100 days after the end next Business Day following such incurrence, the Term Loans shall be prepaid by an amount equal to the amount of each the Net Cash Proceeds of such or incurrence.
(b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, not later than the next Business Day following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds, the Term Loans shall be prepaid by an amount equal to the amount of such Net Cash Proceeds; provided that (i) any such prepayment shall only be required with the aggregate amount of Net Cash Proceeds from any Asset Sale or Recovery Event received in any fiscal year of Borrowerthe Borrower in excess of $1,000,000 and (ii) notwithstanding the foregoing, on each Reinvestment Prepayment Date the Term Loans shall be prepaid by an amount equal to the Reinvestment Prepayment Amount (or, in the case of a Reinvestment Prepayment Date described in clause (b) of the definition thereof with respect to only a portion of the relevant Reinvestment Deferred Amount, an amount equal to such portion) with respect to the relevant Reinvestment Event. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.5.
(c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 28January 31, 19962008 (it being understood that for purposes of this Section 2.12(c), the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, amount of Excess Cash Flow for such the fiscal year ending January 31, 2008 shall be determined solely with respect to the period and the calculation thereofafter April 30, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments2007), the Borrower there shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowingsbe Excess Cash Flow, respectivelythen, on the date relevant Excess Cash Flow Application Date, the Term Loans shall be prepaid by an amount equal to the ECF Percentage of such terminationExcess Cash Flow. In Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the event earlier of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer the financial statements of the Borrower becomes aware that referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment will is made, are required to be made delivered to the Lenders and (Bii) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromfinancial statements are actually delivered.
Appears in 1 contract
Mandatory Prepayments. (ai) Not later than 100 Until the Termination Date, subject to the Intercreditor Agreement, Borrower shall prepay the Obligations on the date that is 10 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later earlier of (A) the date on which a Responsible Officer of Borrower’s annual audited Financial Statements for the Borrower becomes aware that such prepayment will be made and immediately preceding Fiscal Year are delivered pursuant to Annex E or (B) the date on which such annual audited Financial Statements were required to be delivered pursuant to Annex E, in an amount equal to twenty-five percent (25%) of Excess Cash Flow for the immediately preceding Fiscal Year; provided that, Borrower shall make such payment on such date only to the extent that is three Business Days Borrowing Availability (as defined in the First Lien Credit Agreement) for the 30-day period preceding the end of each first Fiscal Quarter in any year exceeds $4,000,000, with any remaining amount being paid 10 days after the end of each fiscal month thereafter to the extent Borrowing Availability for the 30-day period preceding the end of such fiscal month exceeds $4,000,000 until paid in full. To the extent that Borrower does not have sufficient Borrowing Availability to both make the prepayments required by this clause and the prepayments required by Section 1.3(b)(i) of the First Lien Credit Agreement, Borrower shall split its prepayments 25% to the Obligations and 75% to the First Lien Indebtedness. Any prepayments from Excess Cash Flow paid pursuant to this clause (i) shall be applied in accordance with Section 1.3(c). Each such prepayment shall be accompanied by a certificate signed by Borrower’s chief financial officer certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and substance satisfactory to Agent.
(ii) (A) Subject to the Intercreditor Agreement, immediately upon receipt by any Credit Party of proceeds of any asset disposition of the Montvale Property, Borrower shall prepay the Loans in an amount equal to the lesser of (i) $5,000,000 and (ii) 100% of the amount of such proceeds, net of (1) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower or Xxxxxx NJ in connection therewith (in each case, paid to non-Affiliates), (2) transfer taxes payable by Borrower or Xxxxxx NJ, (3) amounts payable under the Montvale Property Mortgage Loan and (4) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c) (such amount described in this clause (ii), “Net Montvale Sale Proceeds”); (B) To the extent not required to be used to prepay First Lien Indebtedness and permitted by the terms of the Intercreditor Agreement, immediately upon receipt by any Credit Party of proceeds of any asset disposition (excluding proceeds of asset dispositions permitted by Section 6.8(a) or described in clause (A) above), but including any sale of Stock of any Subsidiary of Holdings, and the amount of such proceeds from any single transaction or series of related transactions equals or exceeds $1,000,000, Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of the amount of such proceeds, net of (1) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (2) transfer taxes, (3) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c).
(iii) Subject to the Intercreditor Agreement, on or prior to the date of 8 months following the Closing Date, Borrower shall prepay the Term Loan B in an amount equal to $3,000,000 less any amounts prepaid prior to such prepayment, a notice of such prepayment. Such certificate shall also describe date in reasonable detail the facts and circumstances giving rise accordance with Sections 1.3(a) or 1.3(b)(ii)(A).
(iv) Subject to the applicable prepayment event and a reasonably detailed calculation Intercreditor Agreement, immediately upon receipt by any Credit Party of cash deposited as cash collateral for the Net Proceeds therefromMontvale Property Letter of Credit, Borrower shall prepay the Term Loan B in an amount equal to such cash received.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Butler International Inc /Md/)
Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Each Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyshall, on the date of such terminationtermination of all Revolving Credit Commitments, repay or prepay all of its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the relevant Issuing Bank with respect to) all of its outstanding Letters of Credit. In the event of If, after giving effect to any partial reduction of the Revolving Credit Commitments, then Commitments (i) at or prior to including as a result of the effective date termination of such reduction, the Administrative Agent shall notify the Borrower and any Revolving Credit Commitments on the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if Maturity Date thereof), the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationthen in effect, then the Parent Borrower shall (and to the extent the Foreign Subsidiary Borrower Sublimit would exceed the Total Revolving Credit Commitment then in effect, then such Foreign Subsidiary Borrower shall), on the date of such reduction or terminationreduction, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding 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 provide an L/C Backstop or make other arrangements reasonably satisfactory to the relevant Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
. For the avoidance of doubt, if for any reason, at any time during the five (c5) The Business Day period immediately preceding the Revolving Credit Maturity Date for any Revolving Credit Commitments where there exist other Revolving Credit Commitments with a later Revolving Credit Maturity Date, and if at such time there are outstanding Letters of Credit or Swingline Loans under such respective Class or Classes, then the Borrowers shall prepay outstanding Revolving Loans and Swingline Loans, as the case may be, as is needed so that, after giving effect thereto, the Revolving Credit Exposure of the Revolving Credit Lenders with such later Revolving Credit Maturity Date will not, after giving effect to the reallocations which will be required (in the absence of a Specified Default or event, act or condition which with notice or lapse of time or both would constitute a Specified Default) pursuant to Section 2.09(d), exceed the amount of their respective Commitments as in effect on (and after giving effect to) the Revolving Credit Maturity Date of such sooner maturing Revolving Credit Commitments. Not later than the tenth Business Day following the receipt by the Parent Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds in respect of any Prepayment Asset Sale or Property Loss Event, the Parent Borrower shall apply an amount equal to 100% of the Net Cash Proceeds promptly upon received by the Parent Borrower or any of its receipt thereof Restricted Subsidiaries with respect thereto (or, if applicable, promptly upon any amounts being deemed subject to constitute Net Proceeds as provided in the definition of such termrestrictions set forth herein) to prepay Borrowings outstanding Term Loans in accordance with paragraph (d) belowSection 2.13(e); provided, however, that, in the case of Net Proceeds from an Equity Issuance, foregoing percentage shall be reduced to (xi) the Borrower shall only be required to apply 50% of such if the Total Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater less than 3.00 or equal to 5.50 to 1.00 but not greater than 4.00 4.0 to 1.00 and 25(ii) 0% of such if the Total Net Proceeds Leverage Ratio is less than or equal to 4.0 to 1.00, in each case, determined by reference to the prepayment of Loans if most recently delivered Pricing Certificate at the time of receipt thereof of such Net Cash Proceeds; and provided, further, that (x) if (A) prior to the Leverage Ratio date any such prepayment is greater than 2.50 required to 1.00 but not greater than 3.00 be made, the Parent Borrower notifies the Administrative Agent of its intent to 1.00 reinvest such Net Cash Proceeds in assets of a kind then used or usable in the business of the Parent Borrower and its Restricted Subsidiaries (including any Related Business Assets) and (yB) no Event of Default shall have occurred and be continuing at the time of such notice, and no Event of Default under clause (b), (c), (g) or (h) of Section 7.01 (each, a “Specified Default”) shall have occurred and shall be continuing at the time of proposed reinvestment (unless, in the case of such Specified Default, such reinvestment is made pursuant to a binding commitment entered into at a time when no Specified Default was continuing), then the Parent Borrower shall not be required to apply any prepay Term Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are so reinvested within 365 days after the date of receipt of such Net Cash Proceeds (or, within such 365 day period, the Parent Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within 180 days after such binding commitment is so entered into) and (y) the Parent Borrower shall not be required to prepay Term Loans hereunder in respect of any such Net Cash Proceeds from any Prepayment Asset Sale or Property Loss Event of any Foreign Subsidiary if the declaration or payment of dividends or similar distributions by that Foreign Subsidiary of such Net Cash Proceeds is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Foreign Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived or would otherwise result in materially adverse tax consequences; provided, however, that (I) if any Net Cash Proceeds are not reinvested or applied as a repayment on or prior to the last day of the applicable application period, such Net Cash Proceeds shall be applied within 5 Business Days to the prepayment of the Term Loans if at as set forth above (without regard to the time immediately preceding proviso) and (II) if, as a result of receipt thereof any Prepayment Asset Sale or Property Loss Event, the Leverage Ratio is not greater than 2.50 Parent Borrower would be required to 1.00. The make an “offer to purchase” the New Senior Notes pursuant to the terms of the New Senior Notes Documentation or any other Material Indebtedness, in any such case prior to the expiry of the foregoing reinvestment or repayment periods, the Parent Borrower shall deliver apply the relevant percentage of such Net Cash Proceeds as required above by this paragraph (b) to prepay Term Loans in accordance with Section 2.13(e) on the day immediately preceding the date of such required “offer to purchase” (without regard to the immediately preceding proviso). No later than the tenth Business Day following the delivery of the Section 5.04 Financials under Section 5.04(a) (commencing with the fiscal year ended December 31, 2008), the Parent Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to the excess, if any, of (i) the applicable ECF Percentage of Excess Cash Flow for the fiscal year then ended over (ii) the aggregate principal amount of Term Loans and Revolving Loans (to the extent accompanied by a permanent reduction of the Revolving Credit Commitments) prepaid pursuant to Section 2.12 during such fiscal year or on or prior to the date such payment is required to be made (without duplication), in each case to the extent such prepayments are not funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness). In the event that the Parent Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness (other than any cash proceeds from the issuance or incurrence of Indebtedness permitted pursuant to Section 6.01), the Parent Borrower shall no later than the third Business Day next following the receipt of such Net Cash Proceeds, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(e). Prior to the repayment in full of all Term Loans and all Obligations (other than contingent obligations) relating thereto, all other prepayments required by this Section 2.13 shall be applied pro rata to the repayment of the Non-Extended Term Loans and Extended Term Loans under each Term Loan Facility until paid in full (based on the Dollar Equivalent amount of Term Loans under each Term Loan Facility on the date of prepayment and applied against the remaining scheduled installments of principal due in respect of the Term Loans in the direct order of maturity); provided that to the extent an Event of Default then exists, such prepayment shall instead be applied in accordance with Section 2.17(b). Notwithstanding anything to the contrary contained in this Section 2.13 or elsewhere in this Agreement including without limitation in Section 9.08, the Parent Borrower shall have the option in its sole discretion to give the Lenders with outstanding Term Loans the option to waive their pro rata share of a mandatory prepayment of Term Loans which is to be made pursuant to Section 2.13(b), (c) or (d) (each such repayment a “Waivable Mandatory Prepayment”) upon the terms and provisions set forth in this Section 2.13(f). If the Parent Borrower elects to exercise the option referred to in the immediately preceding sentence the Parent Borrower shall give to the Administrative Agent (i) at written notice of its intention to give the time of each prepayment required under this paragraph (c), Lenders the right to waive a certificate signed by a Financial Officer of Waivable Mandatory Prepayment including in such notice the Borrower setting forth in reasonable detail the calculation of the aggregate amount of such proposed prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three 12:30 p.m. five Business Days prior to the date of the proposed prepayment which notice the Administrative Agent shall promptly forward to all Term Loan Lenders indicating in such notice the amount of such prepayment to be applied to each such Lender”s outstanding Term Loans. The Parent Borrower”s offer to permit the Term Loan Lenders to waive any such Waivable Mandatory Prepayment may apply to all or part of such prepayment, a provided that any offer to waive part of such prepayment must be made ratably to the Term Loan Lenders (based on the Dollar Equivalent amount of Term Loans under each Term Loan Facility on the date of prepayment). In the event that any such Term Loan Lender desires to waive its pro rata share of such Lender”s right to receive any such Waivable Mandatory Prepayment in whole or in part such Lender shall so advise the Administrative Agent no later than 4:00 p.m. on the date which is two Business Days after the date of such notice from the Administrative Agent and the Administrative Agent shall promptly thereafter notify the Parent Borrower thereof which notice shall also include the amount such Lender desires to receive in respect of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise If any Term Loan Lender does not reply to the applicable prepayment Administrative Agent within such two Business Day period such Lender will be deemed not to have waived any part of such prepayment. If any Term Loan Lender does not specify an amount it wishes to receive such Lender will be deemed to have accepted 100% of its share of such prepayment. In the event and a reasonably detailed calculation that any such Lender waives all or part of its share of any such Waivable Mandatory Prepayment the Parent Borrower shall retain 100% of the Net Proceeds therefromamount so waived by such Lender. Notwithstanding anything to the contrary contained above if one or more Term Loan Lenders waives its right to receive all or any part of any Waivable Mandatory Prepayment but less than all the Lenders with outstanding Term Loans waive in full their right to receive 100% of the total Waivable Mandatory Prepayment otherwise required with respect to the Term Loans, then the amount actually applied to the repayment of Term Loans of Lenders which have waived all or any part of their right to receive 100% of such prepayment shall be applied to each then outstanding Borrowing of Term Loans on a pro rata basis so that each Lender with outstanding Term Loans shall after giving effect to the application of the respective repayment maintain the same percentage as determined for such Lender but not the same percentage that the other Term Loan Lenders hold and not the same percentage held by such Lender prior to prepayment of each Borrowing of Term Loans which remains outstanding after giving effect to such application. Notwithstanding anything to the contrary Term Loan Lenders shall not have the right to waive mandatory prepayments under this Section 2.13 except as set forth in this Section 2.13(f).
Appears in 1 contract
Samples: Credit Agreement (VWR Funding, Inc.)
Mandatory Prepayments. Borrower shall prepay the Loans in the amounts and under the circumstances set forth below, all such prepayments and/or reductions to be applied as set forth below:
(ai) Not no later than 100 days after the end fifth Business Day following the date of each fiscal year receipt by the Borrower or any of Borrowerits Subsidiaries of any Net Cash Proceeds with respect to any Asset Sale which in the aggregate together with all other Asset Sales consummated since the Closing Date will result in the realization by the Borrower or such Subsidiary of Net Cash Proceeds (determined as of the date of such sale, commencing with whether or not such Net Cash Proceeds are then received by the fiscal year ending December 28, 1996Borrower or such Subsidiary) in excess of $50,000,000, the Borrower shall prepay the Loans in an aggregate amount equal to such Net Cash Proceeds;
(iii) calculate Excess no later than the fifth Business Day following the date of receipt by the Borrower or any of its Subsidiaries of any Extraordinary Receipts the Borrower shall prepay the Loans in an aggregate amount equal to such Extraordinary Receipts; provided that no such prepayment shall be required with respect to the first $50,000,000 of aggregate Extraordinary Receipts received by the Borrower and its Subsidiaries after the Closing Date; and
(iii) no later than the fifth Business Day following the date of receipt of the Net Cash Flow for Proceeds from a Debt Issuance or an Equity Issuance after the Closing Date the Borrower shall prepay the Loans in an aggregate amount equal to such fiscal year Net Cash Proceeds; provided that no such prepayment shall be required with respect to the first $50,000,000 of aggregate Net Cash Proceeds from Equity Issuances and apply 75% Debt Issuances received by the Borrower and its Subsidiaries after the Closing Date. Any mandatory prepayment of such Excess Cash Flow the Loans pursuant to prepay Borrowings this Section 2.03(b) shall be applied in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detailLenders’ respective Pro Rata Shares.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.
Appears in 1 contract
Mandatory Prepayments. (i) If on any date the Borrower or any of the Subsidiary Loan Parties shall receive Net Cash Proceeds from any Prepayment Event described in clause (a) Not later than 100 of the definition thereof, the Borrower shall make a prepayment of the Revolving Loans in an aggregate amount equal to 100% of such Net Cash Proceeds received by the Borrower and the Subsidiary Loan Parties in excess of US$10,000,000 during any fiscal year; provided that the Borrower shall not be required to prepay the Revolving Loans as a result of such Prepayment Event, if the Borrower or such Subsidiary Loan Party shall have used such Net Cash Proceeds to acquire, improve or repair assets useful in its business by the Reinvestment Prepayment Date and, if not so applied by the Reinvestment Prepayment Date with respect to the relevant Prepayment Event, such Net Cash Proceeds shall be applied within ten Business Days following the Reinvestment Payment Date to prepay the Revolving Loans in accordance with this Section 2.4(b) and reduce the Reducing Revolver Portion of the Revolving Loan Commitment.
(ii) If on any date the Borrower or any of the Subsidiary Loan Parties shall receive Net Cash Proceeds from any Prepayment Event described in clause (b) of the definition thereof, the Borrower shall make a prepayment of the Revolving Loans in an aggregate amount equal to 100% of such Net Cash Proceeds received by Borrower in excess of US$25,000,000 during any fiscal year which shall be applied to prepay the Revolving Loans in accordance with this Section 2.4(b) and reduce the Reducing Revolver Portion of the Revolving Loan Commitment; provided that the Borrower shall not be required to prepay the Revolving Loans as a result of such Prepayment Event, if, with respect to any Net Cash Proceeds received by the Borrower and the Subsidiary Loan Parties from such Prepayment Events, the Borrower or one of the Subsidiary Loan Parties uses such Net Cash Proceeds to repair or replace the affected property or asset, (y) the Borrower or a Subsidiary Loan Party enters into a contract for such repair or replacement within 180 days of the Prepayment Event, and (z) such repair or replacement is effected within 360 days of the Prepayment Event, and if such repair or replacement is not so contracted for or effected at the end of such 180 or 360 day period, as applicable, such Net Cash Proceeds shall be applied within ten Business Days of the end of such period to prepay the Revolving Loans in accordance with this Section 2.4(b) and reduce the Reducing Revolver Portion of the Revolving Loan Commitment.
(iii) If on any date the Borrower shall receive Net Cash Proceeds from any Prepayment Event described in clause (c) of the definition thereof, the Borrower shall make a prepayment of the Revolving Loans in an aggregate amount equal to 100% of such Net Cash Proceeds received by Borrower in excess of US$10,000,000 during any fiscal year; provided, that the Borrower shall not be required to prepay the Revolving Loans as a result of such Prepayment Event, if the Borrower or one of its Subsidiaries shall have used such Net Cash Proceeds to acquire, improve or repair assets useful in its business and, if not so applied within 360 days after receipt thereof, shall be applied within ten Business Days of the end of such 360 day period to prepay the Revolving Loans in accordance with this Section 2.4(b) and reduce the Reducing Revolver Portion of the Revolving Loan Commitment.
(iv) [Intentionally Deleted.]
(v) Borrower shall, within 195 days after the end of each fiscal year year, make a prepayment of the Revolving Loans in an aggregate amount equal to 25% of Borrower’s Excess Cash Flow, commencing provided, however that (a) if there is no Default or Event of Default then existing and (b) the ratio of Borrower’s Consolidated Net Indebtedness to Borrower’s Consolidated EBITDA for the trailing eight (8) fiscal quarters divided by two is less than 2:00 to 1:00, then no such prepayment of Excess Cash Flow shall be required for such fiscal year.
(vi) Amounts to be applied in connection with prepayments made pursuant to clauses (i)-(iv) of this Section 2.4(b) shall be applied first, to permanently reduce the fiscal year ending December 28Reducing Revolver Portion of the Revolving Loan Commitment until such amount is reduced to $0.00 and second, 1996to prepay the Revolving Loans, on a pro rata basis. Amounts so repaid under the Reducing Revolver Portion of the Revolving Loan Commitment under this Section 2.4(b) may not be reborrowed. Amounts to be applied in connection with prepayments made pursuant to clause (v) of this Section 2.4(b) shall be applied to permanently reduce the Reducing Revolver Portion of the Revolving Loan Commitment until such amount is reduced to $0.00 and after such time as the Reducing Revolver Portion of the Revolving Loan Commitment is reduced to $0.00, no prepayments shall be required pursuant to clause (v) of this Section 2.4(b).
(vii) Pending the final application of any such Net Cash Proceeds in accordance with this Section 2.4, the Borrower shall and its Subsidiaries may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by this Agreement.
(viii) In determining the amount of any mandatory prepayment required under clauses (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitmentsthis Section 2.4(b), the Borrower and its Subsidiaries shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior be permitted to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of use such Net Cash Proceeds to the extent required to make any prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% required on account of such Net Proceeds to Prepayment Event under any indenture including the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromIndenture.
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Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any the termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the its outstanding Pre-Merger Revolving Facility Credit Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the fifth Business Day following the receipt by STFI, the Borrower or any Subsidiary of any Net Proceeds, all such Net Proceeds shall be applied to prepay Term Loans (and after the Term Loans have been paid in full, to prepay Revolving Loans).
(c) The Not later than the earlier of (i) 100 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 1996, and (ii) ten days after the date on which the financial statements with respect to such fiscal year are delivered pursuant to Section 5.04(a), the Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof calculate Excess Cash Flow for such fiscal year and prepay outstanding Term Loans (orand after the Term Loans have been paid in full, if applicable, promptly upon any amounts being deemed prepay Revolving Loans) in an aggregate principal amount equal to constitute Net Proceeds as provided in the definition ECF Percentage of such term) to prepay Borrowings in accordance with paragraph (d) belowExcess Cash Flow; provided, however, that, in with respect to the case of Net Proceeds from an Equity Issuanceperiod ended on December 31, (x) 1996, Excess Cash Flow shall, notwithstanding anything to the contrary herein, be determined with respect to the period beginning on the Closing Date and ending on December 31, 1996. In the event the Borrower shall only have prepaid Term Borrowings under Section 2.12
(a) during any fiscal year in an aggregate amount in excess of Debt Service for such fiscal year, the Borrower may in the certificate delivered pursuant to paragraph (e) below in respect of the prepayment to be required made pursuant to apply 50% this paragraph (c) in respect of such Net Proceeds fiscal year designate all or any portion of such excess over Debt Service as a payment in respect of the payment required under this paragraph (c) in respect of such fiscal year and such amount shall thereafter be deemed to have been paid under this paragraph (c).
(d) The Borrower shall repay or prepay outstanding Revolving Loans and shall refrain from making additional Revolving Credit Borrowings to the prepayment extent necessary in order that there shall be a period of at least 30 consecutive days in each fiscal year during which the aggregate principal amount of outstanding Revolving Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. exceed $5,000,000.
(e) The Borrower shall deliver to the Administrative Agent (i) at the time of not later than three Business Days prior to each prepayment required under this paragraph (c), Section 2.13 a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All pre- payments under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty and shall be accompanied by accrued interest on the principal amount being prepaid to but excluding the date of payment.
(f) Amounts to be applied pursuant to this Section 2.13 to the prepayment of Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Borrowings. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurodollar Borrowings immediately or shall be deposited in the Prepayment Account (as defined below) for a period of up to 30 days. The Administrative Agent shall apply any cash deposited in the Prepayment Account allocable to Term Loans to prepay Eurodollar Term Loans and allocable to Revolving Loans to prepay Eurodollar Revolving Loans (i) prior to the 30th day following the deposit of such amounts in such account, in each case on the last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date) and (ii) on the 30th day following the deposit of such amounts in such account, in each case to prepay Loans in the order of the maturity of the Interest Periods of such Loans, in each case until all outstanding Term Loans or Revolving Loans, as the case may be, have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (f). The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in overnight investments that are Permitted Investments; provided, however, that (i) the Administrative Agent shall not later be required to make any investment that, in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any law, statute, rule or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be continuing. 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 later of (A) amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments, the date Prepayment Account shall not bear interest. Interest or profits, if any, on which a Responsible Officer such investments shall be deposited in the Prepayment Account and reinvested and disbursed as specified above. If the maturity of the Loans has been accelerated pursuant to Article VII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations in a manner consistent with the terms thereof. The Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior hereby grants to the date Administrative Agent, for its benefit and the benefit of such prepaymentthe Fronting Banks and the Lenders, a notice of such prepayment. Such certificate shall also describe security interest in reasonable detail the facts and circumstances giving rise Prepayment Account to secure the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromObligations.
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Mandatory Prepayments. The Borrower shall prepay the Collective Facilities at the times and in the manner set forth below in the respective amounts set forth in the following clauses (ai) Not later than 100 days after and (ii) (the “Mandatory Prepayment Funds”):
(i) In the case of any Material Asset Sale occurring during a Leverage Trigger Period, within 3 Business Days following the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996applicable Reinvestment Period (the “Repayment Date”), the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit Collective Facilities in an aggregate amount sufficient equal to eliminate all Net Cash Proceeds resulting from such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) belowMaterial Asset Sale; provided, however, that, in that the case amount of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent prepayments under this clause (i) at shall be reduced first by, for any Material Asset Sale individually, the time amount of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of any Reinvestments up to the amount of such prepayment Net Cash Proceeds made during the 6-month period immediately following the closing of such Material Asset Sale (the “Reinvestment Period”) and second by, for all Material Asset Sales collectively, the first $100,000,000 of Net Cash Proceeds above any such Reinvestments resulting from such Material Asset Sales; provided, however, that (1) if the applicable Repayment Date is not during a Leverage Trigger Period, then no Mandatory Prepayments shall be required with respect to such Material Asset Sale pursuant to this Section 2.07(c)(i), and (2) if, on the applicable Repayment Date, a Subsidiary of the Borrower shall be a party to a binding contract for the purchase of an Unencumbered Property executed during the applicable Reinvestment Period, then the applicable Reinvestment Period shall be extended for a period of 60 days upon Borrower’s notice to the Administrative Agent, which notice shall be accompanied by a certified copy of the applicable purchase contract, but in no case shall a single Reinvestment Period be so extended more than once; and
(ii) not later than In the later case of (A) the date on which any Refinancing Debt incurred during a Responsible Officer Leverage Trigger Period, within 3 Business Days following incurrence of such Refinancing Debt, the Borrower becomes aware that shall prepay the Collective Facilities in an aggregate amount equal to all Net Cash Proceeds resulting from such prepayment will Refinancing Debt. The Mandatory Prepayment Funds shall first be made and (B) applied to the date that is three Business Days prior to Collective Facilities on a pro rata basis based on the principal amount, as of the date of such the applicable prepayment, a notice of outstanding Advances (as such prepayment. Such certificate shall also describe term is defined herein or in reasonable detail the facts and circumstances giving rise 2021 Term Loan Agreement, as applicable) in an amount equal to the applicable prepayment event Mandatory Commitment Reduction. Any Mandatory Prepayment Funds remaining after applying an amount equal to the Mandatory Commitment Reduction as described in the immediately preceding sentence shall be applied to the outstanding Revolving Facility Advances. Any Mandatory Prepayment Funds remaining after payment of all outstanding Revolving Facility Advances shall be deposited into the Cash Collateral Account up to the outstanding Letter of Credit Exposure as security for the Obligations and a reasonably detailed calculation of the Net Proceeds therefromsuch funds shall be disbursed in accordance with Section 8.04 mutatis mutandis.
Appears in 1 contract
Samples: Senior Unsecured Credit Agreement (LaSalle Hotel Properties)
Mandatory Prepayments. (ai) Not later than 100 days after Following the end occurrence of a Revenue Sharing Trigger Event, on each fiscal year of Borrower, commencing with Semi-Annual Payment Date while the fiscal year ending December 28, 1996Revenue Sharing Trigger Event remains in effect, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% prepay the TIFIA Loan, in whole or in part, without penalty or premium, from amounts then on deposit in the Revenue Sharing Account. Prepayment of the TIFIA Loan shall be made on a pro rata basis with the Other TIFIA Bonds then outstanding, in each case, based on the then outstanding amount of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00Bonds. The Borrower shall deliver provide written notice to the Administrative Agent TIFIA Lender at least two (i2) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date on which it makes any mandatory prepayment; provided that the Borrower’s failure to deliver such notice shall not diminish, impair or otherwise affect the Borrower’s obligation to make any such mandatory prepayment as and when the circumstances requiring such mandatory prepayment to be made have occurred. Each prepayment pursuant to this clause (a) shall be accompanied by a certificate signed by the Borrower’s Authorized Representative identifying the provision of this Agreement pursuant to which such prepayment, prepayment is being made and containing a notice of such prepayment. Such certificate shall also describe calculation in reasonable detail of the facts and circumstances giving rise amount of such prepayment.
(ii) The Borrower shall prepay the TIFIA Loan in full upon the prepayment in full, for any reason, of the XXXXX Xxxxxxxx Link Loan with respect to the applicable Lynnwood Link Extension Project. The prepayment event and a reasonably detailed calculation of the Net Proceeds therefromTIFIA Loan pursuant to this Section 9(a)(ii) shall (A) be made in immediately available funds concurrently with the prepayment of the TIFIA Lynnwood Link Loan and (B) include payment of all accrued and unpaid interest on the Outstanding TIFIA Loan Balance to the date of prepayment and all outstanding fees and expenses hereunder. The Borrower shall provide written notice to the TIFIA Lender at least two (2) Business Days prior to the date on which it makes any mandatory prepayment under this Section 9(a)(ii); provided that the Borrower’s failure to deliver such notice shall not diminish, impair or otherwise affect the Borrower’s obligation to make any such mandatory prepayment as and when the circumstances requiring such mandatory prepayment to be made have occurred.
Appears in 1 contract
Samples: Tifia Loan Agreement
Mandatory Prepayments. (a) Not later than 100 days (a) If at any time after the end Restatement Effective Date any Group Member receives any Net Cash Proceeds from the Incurrence of each fiscal year any Indebtedness (other than Excluded Indebtedness) or the issuance of Borrower, commencing with the fiscal year ending December 28, 1996any Disqualified Capital Stock, the Borrower shall (i) calculate Excess Cash Flow for prepay the Tranche B-1 Term Loans and Tranche B-2 Term Loans and Tranche B-3 Term Loans on a pro rata basis on the date of such fiscal year and apply 75receipt in an amount equal to 100% of such Excess Net Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detailProceeds.
(b) In If at any time after the event of Restatement Effective Date any termination of all the Pre-Merger Revolving Credit Commitments Group Member receives any Net Cash Proceeds from any Asset Sale or Post-Merger Revolving Credit CommitmentsRecovery Event in an amount exceeding $20,000,000 in any fiscal year, then, unless a Reinvestment Notice shall be delivered in respect thereof, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, Tranche B-12 Term Loans and Tranche B-23 Term Loans on a pro rata basis on the third Business Day following the date of such terminationreceipt in an amount equal to 100% of such Net Cash Proceeds. In the event If a Reinvestment Notice has been delivered in respect of any partial reduction of the Revolving Credit CommitmentsAsset Sale or Recovery Event, then on each Reinvestment Prepayment Date relating thereto, the Borrower shall prepay the Term Loans in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event.
(c) If at any time after the Restatement Effective Date any Group Member enters into any sale-leaseback transaction permitted by Section 8.10, (i) at or prior to the effective Borrower shall prepay the Tranche B-12 Term Loans and Tranche B-23 Term Loans on a pro rata basis on the third Business Day following the date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders transaction in an amount equal to 50% of the Aggregate Revolving Credit Exposure after giving effect thereto Net Cash Proceeds thereof and (ii) if unless a Reinvestment Notice shall be delivered in respect of the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to remaining 50% of such reduction or terminationNet Cash Proceeds, then the Borrower shall, shall further prepay the Tranche B-12 Term Loans and Tranche B-23 Term Loans on a pro rata basis on the third Business Day following the date of such reduction transaction in an amount equal to the remaining 50% of such Net Cash Proceeds, and if such a Reinvestment Notice has been delivered, then on each Reinvestment Prepayment Date relating thereto, the Borrower shall prepay the Tranche B-1 Term Loans and Tranche B-2 Term Loans and Tranche B-3 Term Loans on a pro rata basis in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event.
(d) If at any time after the Restatement Effective Date, the aggregate Revolving Extensions of Credit then outstanding exceed the Revolving Commitments then in effect, the Borrower (without notice or terminationdemand) shall immediately prepay outstanding Swingline Loans or Revolving Loans and pay any unpaid Reimbursement Obligations (or, repay if no Swingline Loans or prepay Revolving Credit Borrowings or cash-collateralize Loans are outstanding, Cash Collateralize outstanding Letters of Credit Credit) in an amount sufficient to eliminate any such excess.
(ce) The Borrower Mandatory prepayments of Term Loans shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed be applied first to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds Base Rate Loans to the prepayment of full extent thereof and then to Eurodollar Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed accompanied by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior accrued interest to the date of such prepaymentprepayment on the amount prepaid. Each such prepayment shall be credited to prepay in direct order of maturity the unpaid amounts due on the next eight scheduled quarterly installments of the Tranche B-12 Term Loans and Tranche B-23 Term Loans, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts ratably, and circumstances giving rise thereafter to the applicable prepayment event and a reasonably detailed calculation remaining scheduled quarterly installments of the Net Proceeds therefromTranche B-1 Term Loans and Tranche B-2 Term Loans and Tranche B-3 Term Loans, ratably, on a pro rata basis.
Appears in 1 contract
Samples: Incremental Commitment Agreement (KAR Auction Services, Inc.)
Mandatory Prepayments. (a) Not later than 100 days If any Indebtedness shall be incurred or issued by any Group Member after the end of each fiscal year of BorrowerClosing Date (other than Excluded Indebtedness), commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to incurrence or issuance toward the Administrative Agent a certificate signed by any Financial Officer prepayment of the Borrower setting Term Loans and accrued and unpaid interest thereon as set forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detailSection 4.2(e).
(b) In If on any date any Group Member shall receive Net Cash Proceeds in excess of $5,000,000 in any fiscal year from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the event prepayment of the Term Loans and accrued and unpaid interest thereon as set forth in Section 4.2(e); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and accrued and unpaid interest thereon as set forth in Section 4.2(e).
(c) [reserved].If on the last Business Day of any termination week during the Maximum Cash Balance Period the aggregate amount of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, cash and Cash Equivalents of the Borrower and its Subsidiaries exceeds $75,000,000, then the amount of such cash and Cash Equivalents that exceeds $75,000,000 shall repay be applied promptly after such date toward the reduction of outstanding amounts under first, Swingline Loans and second, Revolving Loans, in each case, to the extent any are then outstanding and without resulting in a permanent reduction in any Revolving Commitments. 53
(d) [reserved].
(e) Unless any Increase Term Joinder or prepay all any other amendment governing any Incremental Term Loans, any Replacement Term Loans and/or any term loans provided by an Extending Term Lender provides that Incremental Term Loans, Replacement Term Loans or such term loans provided by an Extending Term Lender, as applicable, shall participate on a less than pro rata basis with the Initial Term Loans in connection with prepayments pursuant to this Section 4.2, each prepayment of Term Loans pursuant to this Section 4.2 shall be applied on a pro rata basis between the Initial Term Loans and each Additional Term Facility then outstanding Pre-Merger Revolving based on the aggregate principal amount of the Term Loans under each such Term Facility Borrowings then outstanding (provided, that any prepayment of Term Loans with the net proceeds of an Incremental Term Facility or Post-Merger Revolving Replacement Term Loans incurred for the purpose of refinancing or replacing such Term Loans shall be applied to the Term Loans of the applicable Term Facility Borrowingsbeing refinanced or replaced). With respect to Term Loans under any Term Facility, respectivelyamounts to be applied in connection with prepayments made pursuant to this Section 4.2 shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Term Facility as directed by the Borrower (or, on in the absence of direction from the Borrower, to the remaining scheduled amortization payments in respect of the Term Loans of such Term Facility in direct order of maturity), and each such prepayment shall be paid to the Term Lenders of such class in accordance with Section 4.8 and first, to Base Rate Loans and, second, to Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 4.11. Each prepayment of the Term Loans under this Section 4.2 shall be accompanied by accrued interest to the date of such termination. In prepayment on the event of any partial reduction of amount prepaid.
(f) Each Lender may elect, by notice to the Revolving Credit Commitments, then (i) Administrative Agent at or prior to the effective date time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant Section 4.2(b), to decline all (but not a portion) of its share of such reductionprepayment (such declined amounts, the Administrative Agent shall notify “Declined Proceeds”), in which case such Declined Proceeds may be retained by the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) belowBorrower; provided, however, that, in for the case avoidance of Net Proceeds from an Equity Issuancedoubt, (xno Lender may reject any prepayment made under Section 4.2(a) the Borrower shall only be required to apply 50% of such Net Proceeds above to the extent that such prepayment is made with the Net Cash Proceeds of Loans if immediately prior any Permitted Refinancing incurred to receipt thereof refinance all or a portion of the Leverage Ratio is greater than 3.00 Term Loans. If any Lender fails to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver a notice to the Administrative Agent of its election to decline receipt of its share of any mandatory prepayment within the time frame specified by the Administrative Agent, such failure will be deemed to constitute an acceptance of such Lender’s share of the total amount of such mandatory prepayment of Term Loans.
(g) Notwithstanding the foregoing, to the extent that (and for so long as) the repatriation to the Borrower as a distribution or dividend of any amounts required to mandatorily prepay the Term Loans pursuant to Section 4.2(b) above that are attributable to any Foreign Subsidiary are (i) at prohibited or delayed by applicable local Requirements of Law from being repatriated to the time jurisdiction of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer organization of the Borrower setting forth or (ii) would result in reasonable detail a material and adverse Tax liability (including any withholding Tax) (such amount, a “Restricted Amount”), the calculation of Net Cash Proceeds shall be reduced by such Restricted Amount; provided, that once such repatriation of any such affected Net Cash Proceeds is (x) permitted under the applicable local Requirements of Law and/or (y) would no longer result in such material and adverse Tax liability, the Group Members shall be treated as having received Net Cash Proceeds equal to the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromreduction.
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Mandatory Prepayments. (ai) Not later than 100 days after If on any date the end aggregate unpaid principal amount of each fiscal year outstanding Revolving Loans made under the Revolving Commitments, plus the outstanding Letter of BorrowerCredit Obligations (to the extent not Cash Collateralized pursuant to clause (ii) below or as provided for in Section 3.07) exceeds the Aggregate Revolving Commitment, commencing then the Borrower shall immediately prepay the amount of such excess. Any payments on Revolving Loans made under the Revolving Commitments pursuant to this Section 2.07(a)(i) shall be applied pro rata among the Banks with Revolving Commitments.
(ii) If on any date the fiscal year ending December 28, 1996aggregate amount of all Letter of Credit Obligations shall exceed the Letter of Credit Commitment, the Borrower shall Cash Collateralize on such date an amount equal to the excess of the Letter of Credit Obligations over the Letter of Credit Commitment.
(iii) If on any date the aggregate unpaid principal amount of outstanding Incremental Revolving Loans made under an Incremental Facility exceeds the aggregate amount of the Incremental Revolving Commitments relating to such Incremental Facility, then the Borrower shall immediately prepay the amount of such excess. Any payments on Incremental Revolving Loans made under an Incremental Facility pursuant to this Section 2.07(a)(iii) shall be applied pro rata among the applicable Incremental Banks having Incremental Revolving Commitments with respect to such Incremental Facility.
(i) calculate Excess Cash Flow for such fiscal year and apply 75If on any date any Mission Entity shall make any Disposition, an amount equal to 100% of the Net Cash Proceeds from such Excess Cash Flow Disposition shall be applied on such date to prepay Borrowings in accordance with paragraph (d) below outstanding principal of the Term B Loans and (ii) deliver the Revolving Loans on a pro rata basis among such Loans, provided that this requirement for mandatory prepayment will be further reduced to the Administrative Agent a certificate signed by any Financial Officer extent that the Borrower elects, as hereinafter provided, to attempt to cause some or all of such Net Cash Proceeds to be reinvested in Reinvestment Assets. The Borrower may elect to attempt to cause some or all of the Borrower setting forth Net Cash Proceeds from a Disposition to be reinvested in Reinvestment Assets during the amount, Reinvestment Period (a "Reinvestment Election") if any, (x) no Default or Event of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, Default exists on the date of such termination. In Reinvestment Election and (y) if such Reinvestment Election is made by the event delivery of any partial reduction a Reinvestment Notice to the Administrative Agent on or before the date of the consummation of such Disposition, with such Reinvestment Election being effective with respect to the Net Cash Proceeds of such Disposition equal to the Anticipated Reinvestment Amount specified in such Reinvestment Notice.
(ii) Nothing in this Section 2.07(b) shall be deemed to permit any Disposition not otherwise permitted under this Agreement.
(iii) On the Reinvestment Prepayment Date with respect to a Reinvestment Election, an amount equal to the Reinvestment Prepayment Amount, if any, for such Reinvestment Election shall be applied to prepay outstanding principal of the Term B Loans and the Revolving Credit CommitmentsLoans on a pro rata basis among such Loans.
(c) Within 90 days after any Mission Entity receives any proceeds from any Recovery Event, an amount equal to 100% of the proceeds of such Recovery Event (net of reasonable costs including, without limitation, legal costs and expenses and taxes incurred in connection with such Recovery Event and the collection of the proceeds thereof) shall be applied to prepay outstanding principal of the Term B Loans and the Revolving Loans on a pro rata basis among such Loans; provided that so long as no Default or Event of Default then exists, this requirement for mandatory prepayment shall be reduced by any amounts (i) at actually applied on or prior before such 90th day or (ii) committed in writing on or before such 90th day to be applied to the effective replacement or restoration of the assets subject to such Recovery Events within 365 days after such Recovery Event and; provided further that with respect to no more than $1,000,000 in the aggregate of the proceeds received from any Recovery Event, the proceeds therefrom shall not be required to be so applied if no Default or Event of Default then exists.
(d) On the Business Day after the date of such reductionthe receipt by any Mission Entity of Net Issuance Proceeds from any sale or issuance of Capital Stock or cash capital contribution, the Administrative Agent Borrower shall notify prepay outstanding principal of the Borrower Term B Loans and the Revolving Credit Lenders Loans, on a pro rata basis among such Loans, in an amount equal to 100% of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction Net Issuance Proceeds, provided so long as no Default or termination, then the Borrower shall, Event of Default exists on the date of such reduction issuance, the amount of the prepayments required to be made under this Section 2.07(d) shall be reduced to the extent (but only to the extent) that such Net Issuance Proceeds are used or terminationto be used in connection with an Acquisition made in accordance with the terms of Section 8.04 (including by waiver or consent) which a Mission Entity commits to in writing pursuant to a stock purchase agreement (or similar agreement) prior to or not later than six months after the date of such issuance; provided further that at any time after the expiration of the six month period, repay if (A) the definitive agreement executed in connection with any such Acquisition is terminated, expired or prepay Revolving Credit Borrowings otherwise becomes ineffective prior to the consummation of such Acquisition, (B) the Borrower is no longer pursuing the consummation of the Acquisition in good faith or cash-collateralize outstanding Letters (C) such Acquisition is not consummated within 18 months from the date the Mission Entity committed in writing to such Acquisition, then the amount of Credit in an prepayments required to be made under this Section 2.07(d) shall be increased by the amount sufficient of such Net Issuance Proceeds that were not used to eliminate consummate such excessAcquisition.
(ce) If on any date any Mission Entity shall incur or issue any Indebtedness (other than the Indebtedness described in subsections (a) - (d), and (f) - (h) of Section 8.05), then on each such date of incurrence or issuance an amount equal to the amount of the Net Debt Proceeds received with respect to such Indebtedness shall be applied to prepay outstanding principal of the Term B Loans and the Revolving Loans, on a pro rata basis among such Loans; provided so long as no Default or Event of Default exists on the date of such incurrence or issuance, the amount of the prepayments required to be made under this Section 2.07(e) shall be reduced to the extent (but only to the extent) that such Net Debt Proceeds are used or to be used in connection with an Acquisition made in accordance with Section 8.04 (including by waiver or consent) which a Mission Entity commits to in writing pursuant to a stock purchase agreement (or similar agreement) prior to or not later than six months after the date of such incurrence or issuance of Indebtedness; provided further that at any time after the expiration of the six month period, if (A) the definitive agreement executed in connection with any such Acquisition is terminated, expired or otherwise becomes ineffective prior to the consummation of such Acquisition, (B) the Borrower is no longer pursuing the consummation of the Acquisition in good faith or (C) such Acquisition is not consummated within 18 months from the date the Mission Entity committed in writing to such Acquisition, then the amount of prepayments required to be made under this Section 2.07(e) shall be increased by the amount of such Net Debt Proceeds that were not used to consummate such Acquisition.
(f) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (orpay, if applicabletogether with each prepayment under this Section 2.07, promptly upon accrued interest on the amount prepaid and any amounts being deemed required pursuant to constitute Net Proceeds as Section 4.04; provided that interest to be paid in connection with any such prepayment of Base Rate Loans (other than a prepayment in full) shall instead be paid on the definition next occurring Interest Payment Date.
(g) Any prepayments pursuant to this Section 2.07 made on a day other than an Interest Payment Date for any Loan shall be applied first to any Base Rate Loans then outstanding and then to Eurodollar Loans with the shortest Interest Periods remaining.
(h) Any prepayment of Term B Loans pursuant to this Section 2.07 shall be applied to the remaining scheduled installments of Term B Loans to be made pursuant to Section 2.08(a), pro rata (based on the then remaining amounts of such termremaining installments).
(i) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds Notwithstanding anything to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply contrary contained in this Section 2.07, any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver Term B Bank may elect, by delivering written notice to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date receipt thereof, not to receive its pro rata portion of any mandatory prepayment that would otherwise be payable to such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise Term B Bank pursuant to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.this
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Mandatory Prepayments. (a) Not later than 100 The Borrower shall repay or prepay Loans in an amount equal to 50% of Net Cash Proceeds described in clauses (i) and (v) of the definition thereof, and 100% of all other Net Cash Proceeds, within 15 Business Days after the receipt of Net Cash Proceeds; provided, that amounts not included in Net Cash Proceeds pursuant to:
(x) clause (i) of the definition thereof which have not been used or committed to be used within 180 days from the sale of the equipment to be replaced shall be paid on such 180th day; or
(y) clause (v)(D) of the definition thereof which have not been used or committed to be used within 180 days from the casualty or condemnation of such Property to restore or replace the relevant Property shall be paid on such 180th day.
(b) Within 90 days after the end of the first Fiscal Quarter of each fiscal year of BorrowerFiscal Year, commencing with the fiscal year Fiscal Quarter ending December 28March 31, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments2003, the Borrower shall repay or prepay all Loans in an amount equal to the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date greater of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior 50% of EBIDTA in excess of projected EBITDA (as set forth in Exhibit E to the effective date of such reduction, disclosure statement relating the Administrative Agent shall notify Reorganization Plan) for the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto prior Fiscal Year and (ii) if 50% of Cash Balances in excess of $15 million at the Aggregate Revolving Credit Exposure would exceed end of the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date first Fiscal Quarter of such reduction or terminationFiscal Year, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters provided that (1) in computing Cash Balances for purposes of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower the foregoing, there shall apply 100% be no deduction for any prepayments outside the ordinary course of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon business of any amounts being deemed to constitute Net Proceeds as provided in obligations due and payable after the definition end of such term) to prepay Borrowings in accordance with paragraph first Fiscal Quarter of such Fiscal Year, and (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x2) the Borrower shall only be first deduct from any amounts required to apply 50% be paid pursuant to this Section 2.08(b) amounts sufficient to reduce the outstanding principal amount of such Net Proceeds any revolving credit facility to $20 million (the prepayment "Mandatory Prepayment Threshold"). Notwithstanding the foregoing, if for any reason there is a permanent reduction in the commitment amount of Loans if immediately prior to receipt thereof any revolving credit facility, the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% Mandatory Prepayment Threshold shall be adjusted downward on a dollar-for-dollar basis for purposes of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of determining the amount of such any prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will or repayment required to be made and (B) the date that is three Business Days prior pursuant to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromthis Section 2.08(b).
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Mandatory Prepayments. (a) Not If any Indebtedness shall be incurred or issued by the Borrower or any Restricted Subsidiary after the Acquisition Effective Date (other than Excluded Indebtedness but including, for the avoidance of doubt, any Replacement Facility), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied promptly upon such incurrence or issuance toward the prepayment of the Loans as set forth in Section 4.2(f).
(b) If on any date after the Acquisition Effective Date the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within five (5) Business Days of such date toward the prepayment of the Loans as set forth in Section 4.2(f); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 4.2(f).
(c) The Borrower shall, on each Excess Cash Flow Application Date commencing with the Excess Cash Flow Application Date applicable to the fiscal year of the Borrower ending December 31, 2016, apply the ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) voluntary prepayments of the Loans (including the Term Loans but excluding prepayments of the Revolving Facility to the extent there is not an equivalent permanent reduction in commitments thereunder) and Dutch Auction purchases of Term Loans pursuant to Section 11.6(j) to the extent of cash payments by the Borrower in connection therewith, in each case made with Internally Generated Cash during such Excess Cash Flow Payment Period toward the prepayment of the Loans as set forth in Section 4.2(f); provided that with respect to the fiscal year period ending on December 31, 2016, (i) such calculation of Excess Cash Flow shall be pro rated to reflect the portion of Excess Cash Flow attributable to the period commencing on the Acquisition Effective Date and ending on December 31, 2016 and (ii) notwithstanding any such calculation hereunder, the aggregate amount of any mandatory prepayment under this Section 4.2(c) with respect to the fiscal year ending December 31, 2016 shall not exceed $75,000,000. Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than 100 days after the end of each the fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996Borrower for which such prepayment is made are required to be delivered to the Lenders.
(d) Notwithstanding the foregoing, the Borrower shall will not be required to prepay the Loans pursuant to clause (ib) calculate with respect to any Net Cash Proceeds from any Asset Sale or Recovery Event or pursuant to clause (c) with respect to any Excess Cash Flow for such fiscal year and apply 75% of such the related Excess Cash Flow Payment Period, in each case attributable to prepay Borrowings a Foreign Subsidiary to the extent (i) the repatriation of such Net Cash Proceeds or Excess Cash Flow is prohibited by applicable local law from being repatriated so long, but only so long, as the applicable local law will not permit such repatriation (the Borrower hereby agreeing to use commercially reasonably efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation) or (ii) the repatriation of such Net Cash Proceeds or Excess Cash Flow from such Foreign Subsidiary would result in material adverse consequence with respect to Taxes, fees or similar impositions of Governmental Authorities (including any actual cash Tax liability of more than $10,000,000 owed to any Governmental Authorities that would be incurred in connection with such mandatory prepayment provisions, as determined after utilizing any of the Borrower’s available net operating losses or other available Tax attributes); provided that in the event the Borrower is required to make a payment of Net Cash Proceeds or Excess Cash Flow attributable to a Foreign Subsidiary, such payment shall be made as soon as practicable based on applicable legal, regulatory or commercial restraints after the Borrower becomes aware that such repatriation would not be prohibited by applicable local law or result in material adverse consequences with respect to Taxes, fees or similar impositions of Governmental Authorities.
(e) In the event that the Collateral Agent delivers written notice to the Escrow Agent pursuant to Section 3(d) of the Escrow Agreement, the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto shall be immediately due and payable, and the Administrative Agent shall apply all proceeds received from the Escrow Account in accordance with paragraph (d) below Section 4.2 and (ii) Section 4.8; provided that if the amount of the Escrow Property is less than the amount required to prepay the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto in full on such date, the Borrower will deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyAgent, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitmentsprepayment, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect an amount equal to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excessdeficiency.
(cf) The Borrower Amounts to be applied in connection with prepayments made pursuant to Section 4.2 (a)-(e) shall apply 100% of Net Proceeds promptly upon its receipt thereof be applied, without premium or penalty (orother than in connection with a Repricing Event) first, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of the Term Loans if immediately prior in accordance with Section 4.8 and, second, to receipt thereof prepay the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Revolving Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply without any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.permanent reduction of
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Mandatory Prepayments. (a) Not later than 100 days after If any Capital Stock or Indebtedness shall be issued or incurred by any Group Member (excluding any Excluded Issuance and any Indebtedness permitted by Section 7.2(a) through (s)) an amount equal to the end Equity Sweep Percentage of each fiscal year such Net Cash Proceeds in the case of Borrower, commencing with Capital Stock and 100% of the fiscal year ending December 28, 1996, Net Cash Proceeds in the case of Indebtedness shall be applied by the Borrower shall (i) calculate Excess Cash Flow for on the date of receipt thereof by such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to Group Member toward the Administrative Agent a certificate signed by any Financial Officer prepayment of the Borrower setting Loans as set forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detailSection 2.9(e).
(b) In the event If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall have been timely delivered in respect thereof, an amount equal to 100% of any termination such Net Cash Proceeds shall be applied by or on behalf of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all promptly but no later than the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction end of the Revolving Credit Commitmentsfiscal month following the fiscal month in which such Net Cash Proceeds are received) toward the prepayment of the Loans as set forth in Section 2.9(e); provided that notwithstanding the foregoing, then (i) at or prior the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing prepayment requirement pursuant to the effective date Reinvestment Notices shall not exceed $150,000,000 in any fiscal year of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if on each Reinvestment Prepayment Date, an amount equal to the Aggregate Revolving Credit Exposure would exceed Reinvestment Prepayment Amount with respect to the Total Revolving Credit Commitment after giving effect to such reduction relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.9(e).
(c) If, for (i) the period from the first anniversary of the Closing Date through the end of the then current fiscal year of the Borrower or termination(ii) any fiscal year of the Borrower thereafter, then there shall be Excess Cash Flow, the Borrower shall, on the date relevant Excess Cash Flow Application Date, apply the ECF Percentage of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to Excess Cash Flow toward the prepayment of the Loans if immediately prior to receipt thereof as set forth in Section 2.9(e). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% earlier of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer the financial statements of the Borrower becomes aware that referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment will is made, are required to be made delivered to the Lenders and (Bii) the date that is three Business Days prior such financial statements are actually delivered.
(d) Following the establishment of any Receivable Financing Transaction by the Borrower or any of its Domestic Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be promptly applied by or on behalf of the Borrower toward the prepayment of the Loans as set forth in Section 2.9(e).
(e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.9 shall be made ratably among the Lenders of the Loans. The application of any prepayment made pursuant to this Section 2.9 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.9 shall be accompanied by accrued interest to the date of such prepaymentprepayment on the amount prepaid and, if a notice Eurodollar Loan is prepaid on any day other the last day of such prepayment. Such certificate the Interest Period applicable thereto, the Borrower shall also describe in reasonable detail the facts and circumstances giving rise pay amounts owing pursuant to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromSection 2.18.
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Samples: Credit Agreement (Lear Corp)
Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Each Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectivelyshall, on the date of such terminationtermination of all Revolving Credit Commitments, repay or prepay all of its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the relevant Issuing Bank with respect to) all of its outstanding Letters of Credit. In the event of If, after giving effect to any partial reduction of the Revolving Credit Commitments, then Commitments (i) at or prior to including as a result of the effective date termination of such reduction, the Administrative Agent shall notify the Borrower and any Revolving Credit Commitments on the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if Maturity Date), the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or terminationthen in effect, then the Parent Borrower shall (and to the extent the Foreign Subsidiary Borrower Sublimit would exceed the Total Revolving Credit Commitment then in effect, then such Foreign Subsidiary Borrower shall), on the date of such reduction or terminationreduction, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding 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 provide an L/C Backstop or make other arrangements reasonably satisfactory to the relevant Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess. For the avoidance of doubt, if for any reason, at any time during the five (5) Business Day period immediately preceding the Revolving Credit Maturity Date for any Revolving Credit Commitments where there exist other Revolving Credit Commitments with a later Revolving Credit Maturity Date, and if at such time there are outstanding Letters of Credit or Swingline Loans under such respective Class or Classes, then the Borrowers shall prepay outstanding Revolving Loans and Swingline Loans, as the case may be, as is needed so that, after giving effect thereto, the Revolving Credit Exposure of the Revolving Credit Lenders with such later Revolving Credit Maturity Date will not, after giving effect to the reallocations which will be required (in the absence of a Specified Default or event, act or condition which with notice or lapse of time or both would constitute a Specified Default) pursuant to Section 2.09(d), exceed the amount of their respective Commitments as in effect on (and after giving effect to) the Revolving Credit Maturity Date of such sooner maturing Revolving Credit Commitments.
(b) Not later than the tenth Business Day following the receipt by the Parent Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds in respect of any Prepayment Asset Sale or Property Loss Event, the Parent Borrower shall apply an amount equal to 100% of the Net Cash Proceeds received by the Parent Borrower or any of its Restricted Subsidiaries with respect thereto (subject to the restrictions set forth herein) to prepay outstanding Term Loans in accordance with Section 2.13(e); provided that (x) if prior to the date any such prepayment is required to be made, the Parent Borrower notifies the Administrative Agent of its intent to use such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade or replace assets then used or usable in the business of the Parent Borrower and its Restricted Subsidiaries (including any Related Business Assets), then the Parent Borrower shall not be required to prepay Term Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are so reinvested within 365 days after the date of receipt of such Net Cash Proceeds (or, within such 365 day period, the Parent Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within 180 days after such binding commitment is so entered into) and (y) the Parent Borrower shall not be required to prepay Term Loans hereunder in respect of any such Net Cash Proceeds from any Prepayment Asset Sale or Property Loss Event of any Foreign Subsidiary if repatriation by that Foreign Subsidiary of such Net Cash Proceeds (i) is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Foreign Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived or (ii) would otherwise result in adverse tax consequences as determined by the Parent Borrower in good faith; provided, however, that (I) if any Net Cash Proceeds are not reinvested or applied as a repayment on or prior to the last day of the applicable application period, an amount equal to such Net Cash Proceeds shall be applied within 5 Business Days to the prepayment of the Term Loans as set forth above (without regard to the immediately preceding proviso) and (II) if, as a result of any Prepayment Asset Sale or Property Loss Event, the Parent Borrower would be required to make an “offer to purchase” the Existing Senior Notes pursuant to the terms of the Existing Senior Notes Documentation or any other Material Indebtedness, in any such case prior to the expiry of the foregoing reinvestment or repayment periods, the Parent Borrower shall apply the relevant percentage of such Net Cash Proceeds as required above by this paragraph (b) to prepay Term Loans in accordance with Section 2.13(e) on the day immediately preceding the date of such required “offer to purchase” (without regard to the immediately preceding proviso).
(c) The No later than the tenth Business Day following the delivery of the Section 5.04 Financials under Section 5.04(a) (commencing with the fiscal year ended December 31, 2016), the Parent Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to the excess, if any, of (i) the applicable ECF Percentage of Excess Cash Flow for the fiscal year then ended over (ii) the sum of (1) the aggregate principal amount of Term Loans and Revolving Loans (to the extent accompanied by a permanent reduction of the Revolving Credit Commitments) prepaid pursuant to Section 2.12 (in the case of Section 2.12(f), in an amount equal to the discounted amount actually paid in cash in respect of the applicable Term Loans) or 9.04(m) during such fiscal year or on or prior to the date such payment is required to be made (without duplication) and (2) voluntary prepayments of Indebtedness secured on a pari passu basis with the Obligations, in each case to the extent such prepayments are not funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness).
(d) In the event that the Parent Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness (other than any cash proceeds from the issuance or incurrence of Indebtedness permitted pursuant to Section 6.01 but including Credit Agreement Refinancing Indebtedness and Replacement Term Loans), the Parent Borrower shall no later than the third Business Day next following the receipt of such Net Cash Proceeds, apply an amount equal to 100% of such Net Cash Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings outstanding Term Loans in accordance with paragraph Section 2.13(e).
(de) belowPrior to the repayment in full of all Term Loans and all Obligations (other than contingent obligations) relating thereto, all other prepayments required by this Section 2.13 shall be applied pro rata to the repayment of the Term Loans under each Term Loan Facility until paid in full (based on the Dollar Equivalent amount of Term Loans under each Term Loan Facility on the date of prepayment and applied against the remaining scheduled installments of principal due in respect of the Term Loans in the direct order of maturity); provided that to the extent an Event of Default then exists, such prepayment shall instead be applied in accordance with Section 2.17(b); provided, that (x) any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (y) any prepayment of Term Loans with the Net Cash Proceeds of Replacement Term Loans shall be applied solely to each applicable Class of Refinanced Term Loans.
(f) Notwithstanding anything to the contrary contained in this Section 2.13 or elsewhere in this Agreement including without limitation in Section 9.08, the Parent Borrower shall have the option in its sole discretion to give the Lenders with outstanding Term Loans the option to waive their pro rata share of a mandatory prepayment of Term Loans which is to be made pursuant to Section 2.13(b) or (c) (each such repayment a “Waivable Mandatory Prepayment”) upon the terms and provisions set forth in this Section 2.13(f). If the Parent Borrower elects to exercise the option referred to in the immediately preceding sentence the Parent Borrower shall give to the Administrative Agent written notice of its intention to give the Lenders the right to waive a Waivable Mandatory Prepayment including in such notice the aggregate amount of such proposed prepayment not later than 12:30 p.m. five Business Days prior to the date of the proposed prepayment which notice the Administrative Agent shall promptly forward to all Term Loan Lenders indicating in such notice the amount of such prepayment to be applied to each such Lender’s outstanding Term Loans. The Parent Borrower’s offer to permit the Term Loan Lenders to waive any such Waivable Mandatory Prepayment may apply to all or part of such prepayment, provided that any offer to waive part of such prepayment must be made ratably to the Term Loan Lenders (based on the Dollar Equivalent amount of Term Loans under each Term Loan Facility on the date of prepayment). In the event that any such Term Loan Lender desires to waive its pro rata share of such Lender’s right to receive any such Waivable Mandatory Prepayment in whole or in part such Lender shall so advise the Administrative Agent no later than 4:00 p.m. on the date which is two Business Days after the date of such notice from the Administrative Agent and the Administrative Agent shall promptly thereafter notify the Parent Borrower thereof which notice shall also include the amount such Lender desires to receive in respect of such prepayment. If any Term Loan Lender does not reply to the Administrative Agent within such two Business Day period such Lender will be deemed not to have waived any part of such prepayment. If any Term Loan Lender does not specify an amount it wishes to receive such Lender will be deemed to have accepted 100% of its share of such prepayment. In the event that any such Lender waives all or part of its share of any such Waivable Mandatory Prepayment the Parent Borrower shall retain 100% of the amount so waived by such Lender. Notwithstanding anything to the contrary contained above if one or more Term Loan Lenders waives its right to receive all or any part of any Waivable Mandatory Prepayment but less than all the Lenders with outstanding Term Loans waive in full their right to receive 100% of the total Waivable Mandatory Prepayment otherwise required with respect to the Term Loans, then the amount actually applied to the repayment of Term Loans of Lenders which have waived all or any part of their right to receive 100% of such prepayment shall be applied to each then outstanding Borrowing of Term Loans on a pro rata basis so that each Lender with outstanding Term Loans shall after giving effect to the application of the respective repayment maintain the same percentage as determined for such Lender but not the same percentage that the other Term Loan Lenders hold and not the same percentage held by such Lender prior to prepayment of each Borrowing of Term Loans which remains outstanding after giving effect to such application. Notwithstanding anything to the contrary Term Loan Lenders shall not have the right to waive mandatory prepayments under this Section 2.13 except as set forth in this Section 2.13(f).
(g) Notwithstanding any other provisions of this Section 2.13, mandatory prepayments of Incremental Term Loans, Extended Term Loans, Credit Agreement Refinancing Indebtedness and Replacement Term Loans shall be made pursuant to, and to the extent set forth in, the documents governing such Indebtedness and may share ratably in, or be junior to (but shall not be in priority to) the mandatory prepayments of the Tranche A Term Loans and Tranche B Term Loans; provided, however, that, for the avoidance of doubt, nothing in the case of Net Proceeds from an Equity Issuance, this Section 2.13(g) shall (x) prohibit the making of or the obligation to make any AHYDO Payments applicable to any Incremental Term Loans, Extended Term Loans, Credit Agreement Refinancing Indebtedness or Replacement Term Loans or (y) require the Tranche A Term Loans or Tranche B Term Loans to share ratably in any such AHYDO Payment.
(h) If the Administrative Agent notifies the Parent Borrower shall only be required at any time that the Aggregate Revolving Credit Exposure (less the amount of any Cash Collateral provided in respect of outstanding Letters of Credit in accordance with the terms of this Agreement) at such time exceeds an amount equal to apply 50(x) 103% of such Net Proceeds the Revolving Credit Commitments (to the prepayment extent such excess is solely as a result of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and currency fluctuations) or (y) the Borrower shall not be required to apply any Total Revolving Credit Commitment (other than as a result of currency fluctuations), then, within two Business Days after receipt of such Net Proceeds to notice, the prepayment Borrowers shall prepay Loans, Cash Collateralize Letters of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), Credit or a certificate signed by a Financial Officer combination of the Borrower setting forth proceeding in reasonable detail the calculation an aggregate amount sufficient to reduce such Aggregate Revolving Credit Exposure as of such date of payment to an amount not to exceed 100% of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromRevolving Credit Commitments.
Appears in 1 contract
Samples: Credit Agreement (VWR Corp)
Mandatory Prepayments. (a) Not later than 100 days after If any Indebtedness shall be incurred by the end Borrower or any of each its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans.
(b) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 75% of such Net Cash Proceeds shall be applied within five Business Days following such date toward the prepayment of the Term Loans; provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed, in any fiscal year of the Borrower, an amount equal to 5% of Consolidated Total Assets as of the last day of the Borrower’s immediately preceding fiscal year, and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans; provided, further, that, notwithstanding the foregoing, the Borrower shall not be required to prepay the Term Loans in accordance with this paragraph (b) except to the extent that the Net Cash Proceeds from all Asset Sales which have not been so applied equals or exceeds $20,000,000 in the aggregate.
(c) If, for any fiscal year of the Borrower, commencing with the fiscal year ending December 2831, 19962007, there shall be Excess Cash Flow and the Consolidated Leverage Ratio as of the last day of such fiscal year is greater than or equal to 2.75 to 1.00, the Borrower shall (i) calculate shall, on the relevant Excess Cash Flow for such fiscal year and Application Date, apply 7550% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to toward the Administrative Agent a certificate signed by any Financial Officer prepayment of the Borrower setting forth the amount, if any, of Term Loans. Each such prepayment shall be made on a date (an “Excess Cash Flow for such period and Application Date”) no later than five Business Days after the calculation thereof, in reasonable detail.
(b) In the event earlier of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer the financial statements of the Borrower becomes aware that referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment will is made, are required to be made delivered to the Lenders and (Bii) the date that is such financial statements are actually delivered.
(d) If on any Calculation Date, the Total Revolving Extensions of Credit exceed 105% of the Total Revolving Commitments or the Alternative Currency LC Exposure exceeds 105% of the Alternative Currency LC Commitment, the Borrower shall, without notice or demand, within three Business Days prior after such Calculation Date, prepay the Revolving Loans (or, if no Revolving Loans remain outstanding, cash collateralize Letters of Credit in a manner satisfactory to the date Administrative Agent) in an aggregate amount such that, after giving effect thereto, the Total Revolving Extensions of such prepaymentCredit do not exceed the Total Revolving Commitments and the Alternative Currency LC Exposure does not exceed the Alternative Currency LC Commitment.
(e) The application of any prepayment of Loans pursuant to this Section 2.11 shall be made, a notice of such prepaymentfirst, to ABR Loans and, second, to Eurodollar Loans. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable Each prepayment event and a reasonably detailed calculation of the Net Proceeds therefrom.Loans under
Appears in 1 contract
Mandatory Prepayments. (a) Not later than 100 days after the end of In each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall Fiscal Year:
(i) calculate Excess Cash Flow for such fiscal year the Company shall, and apply 75shall cause each of its Subsidiaries to, prepay 100% of Shared Permitted Prepayment Asset Sale Proceeds to the Mandatory Prepayment Indebtedness within the applicable Required Payment Period until such Excess Cash Flow time that the amount of Shared Proceeds paid to prepay Borrowings the Mandatory Prepayment Indebtedness pursuant to this Section 2.05 exceeds US$50,000,000 (or the US Dollar equivalent thereof) in accordance with paragraph (d) below and such Fiscal Year; and
(ii) deliver if, at any time during such Fiscal Year, the amount of Shared Proceeds received in such Fiscal Year by the Company and its Subsidaries and paid to the Administrative Agent a certificate signed by any Financial Officer of Mandatory Prepayment Indebtedness pursuant to this Section 2.05 exceeds US$50,000,000 (or the Borrower setting forth US Dollar equivalent thereof) (the amount, if any, of Excess Cash Flow “Shared Proceeds Trigger” for such period Fiscal Year), then after the Shared Proceeds Trigger and until the calculation thereof, in reasonable detail.
(b) In the event last day of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitmentssuch Fiscal Year, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower Company shall, on the date and shall cause each of such reduction or terminationits Subsidiaries to, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Shared Permitted Prepayment Asset Sale Proceeds promptly upon its receipt thereof (orof any Permitted Prepayment Asset Sales received by the Company after such Shared Proceeds Trigger to the Other Prepayment Indebtedness within the applicable Required Payment Period; provided that, notwithstanding the foregoing, if applicableand for so long as any Default or Event of Default is continuing hereunder, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition Company shall and shall cause each of such term) its Subsidiaries to prepay Borrowings in accordance with paragraph (d) below100% of the Net Cash Proceeds of any Pledged Entity Asset Sales to the Mandatory Prepayment Indebtedness within the applicable Required Payment Period; provided, however, provided that, in the case of Net Proceeds from an Equity Issuanceclauses (i) and (ii) above, (x) if and for so long as no Default or Event of Default is continuing hereunder and the Borrower shall only be required Company has delivered a Reinvestment Certificate within the applicable Required Payment Period for such Permitted Prepayment Asset Sale, up to apply 50% of the Shared Permitted Prepayment Asset Sale Proceeds (other than the Disposition of any of the Banorte Shares) may be used for Investments in long-term productive assets used in the Company’s Core Business during the Reinvestment Period for such Permitted Prepayment Asset Sale; provided, further, that any such amount of Shared Permitted Prepayment Asset Sale Proceeds used for Investments in long-term productive assets used in the Company’s Core Business shall not be counted against the thresholds in clauses (i) and (ii) above; provided, further, that if all or any portion of such Shared Permitted Prepayment Asset Sale Proceeds is not ultimately applied to such Investments within the Reinvestment Period pursuant to the preceding proviso, any remaining portion of such Shared Permitted Prepayment Asset Sale Proceeds shall be applied to prepay the Mandatory Prepayment Indebtedness or the Other Prepayment Indebtedness, as applicable pursuant to the thresholds in clauses (i) and (ii) above, on the Required Repayment Date. Notwithstanding anything herein to the contrary, 100% of the Net Cash Proceeds of any Disposition of any of the Banorte Shares shall be applied to the prepayment of Loans if immediately prior the Mandatory Prepayment Indebtedness or the Other Prepayment Indebtedness, as applicable pursuant to receipt the thresholds in clauses (i) and (ii) above, within the applicable Required Payment Period, and none of the Net Cash Proceeds thereof may be used for Investments in long-term productive assets in the Leverage Ratio is greater Company’s Core Business or any purpose other than 3.00 to 1.00 but not greater than 4.00 to 1.00 prepayment of the Mandatory Prepayment Indebtedness or Other Prepayment Indebtedness, as applicable.
(b) The Company shall, and 25shall cause each of its Subsidiaries to, apply 100% of such the Net Cash Proceeds of any Prohibited Collateral Sale to the prepayment of the Mandatory Prepayment Indebtedness within the applicable Required Payment Period; provided, that, for the avoidance of doubt, nothing in this clause (b) shall be construed to permit the Company to Dispose of any of the Collateral.
(c) In each Fiscal Year:
(i) the Company shall, and shall cause each of its Subsidiaries to, prepay 100% of Shared Casualty Event Proceeds to the Mandatory Prepayment Indebtedness within the applicable Required Payment Period until such time that the amount of Shared Proceeds received by the Company and its Subsidiaries exceeds US$50,000,000 (or the US Dollar equivalent thereof) in such Fiscal Year; and
(ii) if, at any time during such Fiscal Year, a Shared Proceeds Trigger occurs, then after such Shared Proceeds Trigger and until the last day of such Fiscal Year, the Company shall, and shall cause each of its Subsidiaries to, prepay 100% of such Shared Casualty Event Proceeds received by the Company after such Shared Proceeds Trigger to the Other Prepayment Indebtedness within the applicable Required Payment Period; provided that, notwithstanding the foregoing, if and for so long as any Default or Event of Default is continuing hereunder, the Company shall and shall cause each of its Subsidiaries to prepay 100% of the Net Cash Proceeds of any Pledged Entity Casualty Event to the Mandatory Prepayment Indebtedness within the applicable Required Payment Period; provided that, if and for so long as no Default or Event of Default is continuing hereunder, and (i) the Shared Casualty Events Proceeds of any Casualty Event do not exceed (A) US$10,000,000 (or the US Dollar Equivalent thereof) without the written consent of the Majority Lenders (such consent not to be subject to a fee or to be unreasonably withheld) or (B) US$55,000,000 (or the US Dollar Equivalent thereof) in any event and (ii) the Company has (A) filed a claim in respect of such Casualty Event within five (5) Business Days thereof and (B) delivered a Casualty Certificate within ten (10) Business Days following the filing of such claim, all (but no more than US$10,000,000 (or the US Dollar Equivalent thereof) without the written consent of the Majority Lenders or US$55,000,000 (or the US Dollar Equivalent thereof) in any event) of such Shared Casualty Events Proceeds from such Casualty Event may be used to Restore any such affected Properties during the Reinvestment Period; provided, further, that any such amount of Shared Casualty Events Proceeds from such Casualty Event used to Restore any such affected Properties shall not be counted against the thresholds in clauses (i) and (ii) above; provided, further, that if all or any portion of such Shared Casualty Events Proceeds from such Casualty Event is not ultimately applied to Restore any affected Properties within the Reinvestment Period pursuant to the preceding proviso, any remaining portion of such Shared Casualty Events Proceeds from such Casualty Event shall be applied to prepay the Mandatory Prepayment Indebtedness or the Other Prepayment Indebtedness, as applicable pursuant to the thresholds in clauses (i) and (ii) above, on the Required Repayment Date.
(d) Following an Excess Cash Year, depending on the Leverage Ratio determined as of the last day of such Excess Cash Year, the Company shall apply the following percentage of Excess Cash for such Excess Cash Year to the prepayment of the Mandatory Prepayment Indebtedness: Such prepayment shall be made no later than one hundred and twenty (120) days following the end of each Fiscal Year; provided that if such prepayment is made prior to the date on which the financial statements described in Section 6.01(a) (Financial Statements and Other Information) for such Excess Cash Year are required to be delivered, and the amount of such prepayment (the “Preliminary Amount”) is less than the amount determined to be due based upon the financial statements delivered by the Company pursuant to Section 6.01(a) (Financial Statements and Other Information) (the “Actual Amount”), the Company shall pay the difference between the Preliminary Amount and the Actual Amount within five (5) Business Days following the date on which the certificate delivered pursuant to Section 6.01(c)(ii) (Financial Statements and Other Information) is required to be delivered.
(e) The Company shall apply the Applicable Equity Percentage of the Net Cash Proceeds of any Equity Issuance to prepayment of the Mandatory Prepayment Indebtedness within five (5) Business Days following the receipt thereof.
(f) If the Company declares a dividend in respect of its common stock pursuant to Section 7.04(e) (Restricted Payments), the Company shall, within two (2) Business Days prior to the first payment thereof to the holders of such common stock, prepay to the Mandatory Prepayment Indebtedness an amount equal to 150% of the amount of the dividend declared.
(g) The Company shall, and shall cause each of its Subsidiaries to, apply 100% of the Net Cash Proceeds of the issuance of any Indebtedness of the Company or any of its Subsidiaries (other than the issuance of Indebtedness permitted by Section 7.16 (Limitations on Incurrence of Additional Indebtedness)) to prepayment of the Other Prepayment Indebtedness within five (5) Business Days following the receipt thereof.
(h) If the Company incurs any Permitted Refinancing Indebtedness with respect to any Other Prepayment Indebtedness (including any partial Refinancings thereof), and such Permitted Refinancing Indebtedness consists of:
(i) Permitted Refinancing Indebtedness raised in the debt capital markets, the Company shall apply 100% of the Net Cash Proceeds of such Permitted Refinancing Indebtedness to prepayment of the Other Prepayment Indebtedness within five (5) Business Days following the receipt thereof; or
(ii) any other Permitted Refinancing Indebtedness, the Company shall apply 100% of the Net Cash Proceeds of such Permitted Refinancing Indebtedness to prepayment of the Mandatory Prepayment Indebtedness within five (5) Business Days following the receipt thereof.
(i) If the Company or any of its Subsidiaries directly or indirectly make any Optional Other Prepayment (other than the use of the proceeds of Permitted Refinancing Indebtedness to prepay the BBVA Loan (and, in the circumstances described in clause (h)(i) above, the Minority Derivative Counterparty Loans) or the Bancomext Loan, provided that, if applicable, any mandatory prepayment is made in respect of the incurrence of such Permitted Refinancing Indebtedness pursuant to clause (h) above), the Company shall prepay within five (5) Business Days following the date thereof, an amount equal to the Required Amount (as defined below) to the Mandatory Prepayment Indebtedness (or, in the case of an Optional Other Prepayment to the BBVA Loan, to the Loans). For purposes of this clause (i), the “Required Amount” shall be an amount equal to (i) the amount of the Mandatory Prepayment Indebtedness (or, in the case of an Optional Other Prepayment to the BBVA Loan, the Loans), multiplied by (ii) a fraction, the numerator of which is equal to the amount of the Optional Other Prepayment, and the denominator of which is equal to the aggregate principal amount of the Reporting Indebtedness in respect of which the Optional Other Prepayment is being made, as determined immediately prior to the making of the Optional Other Prepayment.
(j) Any mandatory prepayment of Mandatory Prepayment Indebtedness shall be made on a pro rata basis according to the MPP Pro Rata Amounts for such Mandatory Prepayment Indebtedness, as applicable. Any mandatory prepayment of Other Prepayment Indebtedness shall be made on a pro rata basis according to the Other Prepayment Pro Rata Amounts for such Other Prepayment Indebtedness.
(k) Any mandatory prepayment of the Loans shall be paid in US Dollars and applied (x) to all Loans on a pro rata basis according to each Lender’s Pro Rata Share and (y) to reduce pro rata the amount of each of the last six (6) (or, if at the time of receipt thereof such repayment six (6) or less are remaining, all remaining) installments of principal set forth in Section 2.06 (Repayment of the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 Loans) and (y) the Borrower shall not be required to apply any of such Net Proceeds thereafter to the prepayment remaining installments of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), principal on a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefrompro rata basis.
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Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail[Reserved.]
(b) In [Reserved.]
(c) On each Fee Payment Date, the event Administrative Agent shall determine the Dollar Equivalent of the aggregate outstanding Multicurrency Revolving Extensions of Credit under each Multicurrency Revolving Facility as of the last day of the related Fee Payment Period. If, as of the last day of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit CommitmentsFee Payment Period, the Borrower shall repay or prepay all Dollar Equivalent of the aggregate outstanding Pre-Merger Multicurrency Revolving Extensions of Credit under either Multicurrency Revolving Facility Borrowings or Post-Merger exceeds the aggregate Multicurrency Revolving Commitments under such Multicurrency Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitmentsthen in effect by 5% or more, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower and shall prepay Multicurrency Revolving Loans under such Multicurrency Revolving Facility in an aggregate principal amount at least equal to such excess; provided that the Revolving Credit Lenders failure of the Aggregate Administrative Agent to determine the Dollar Equivalent of the aggregate outstanding Multicurrency Revolving Extensions of Credit Exposure after giving under each Multicurrency Revolving Facility as provided in this Section 2.18(c) shall not subject the Administrative Agent to any liability hereunder.
(d) On each Fee Payment Date, the Administrative Agent shall determine the Dollar Equivalent of the aggregate outstanding Domestic Revolving Extensions of Credit under each Domestic Revolving Facility (based on the Dollar Equivalent of the Outstanding Amount of any Letter of Credit denominated in a Currency other than Dollars as of the last day of the related Fee Payment Period). If, as of the last day of any Fee Payment Period, the Dollar Equivalent of the aggregate outstanding Domestic Revolving Extensions of Credit under either Domestic Revolving Facility exceeds the aggregate Domestic Revolving Commitments under such Domestic Revolving Facility then in effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction by 5% or terminationmore, then the Borrower shallAdministrative Agent shall notify the Company and, on the date within five Business Days of such reduction notice, the Company or terminationthe relevant Subsidiary Borrower shall prepay Domestic Revolving Loans or Swingline Loans under such Domestic Revolving Facility in an aggregate principal amount at least equal to, repay or prepay Revolving Credit Borrowings or cash-collateralize Collateralize outstanding Letters of Credit in an amount sufficient such that the Domestic Revolving Credit Exposures under the applicable Domestic Revolving Facility attributable to eliminate Letters of Credit is Collateralized in an amount equal to, such excess; provided that the failure of the Administrative Agent to determine the Dollar Equivalent of the aggregate outstanding Domestic Revolving Extensions of Credit under each Domestic Revolving Facility as provided in this Section 2.18(d) shall not subject the Administrative Agent to any liability hereunder.
(ce) The On each Fee Payment Date, the Administrative Agent shall determine the Dollar Equivalent of the aggregate outstanding Canadian Revolving Extensions of Credit under each Canadian Revolving Facility as of the last day of the related Fee Payment Period. If, as of the last day of any Fee Payment Period, the Dollar Equivalent of the aggregate outstanding Canadian Revolving Extensions of Credit under either Canadian Revolving Facility exceeds the aggregate Canadian Revolving Commitments under such Canadian Revolving Facility then in effect by 5% or more, then the Administrative Agent shall notify the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower shall apply 100% prepay Canadian Revolving Loans under such Canadian Revolving Facility in an aggregate principal amount at least equal to such excess; provided that the failure of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed the Administrative Agent to constitute Net Proceeds determine the Dollar Equivalent of the aggregate outstanding Canadian Revolving Extensions of Credit under each Canadian Revolving Facility as provided in the definition of such termthis Section 2.18(e) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to subject the Administrative Agent (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) not later than the later of (A) the date on which a Responsible Officer of the Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such prepayment, a notice of such prepayment. Such certificate shall also describe in reasonable detail the facts and circumstances giving rise to the applicable prepayment event and a reasonably detailed calculation of the Net Proceeds therefromany liability hereunder.
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Samples: Credit Agreement (Ford Motor Co)
