Common use of Mandatory Repayments and Prepayments and Commitment Reductions Clause in Contracts

Mandatory Repayments and Prepayments and Commitment Reductions. (a) Subject to paragraph (d) below, if any Capital Stock or Indebtedness shall be issued or incurred by the Borrower or any of its Subsidiaries after the Closing Date (other than Excluded Transactions), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied within two (2) Business Days after such issuance or incurrence toward the prepayment of the Loans as set forth in Section 5.6(c); provided that, notwithstanding the foregoing, the Net Cash Proceeds from all such issuances and incurrences made in accordance with the terms of this Agreement, other than Excluded Transactions and any issuance or incurrence by a Securitization Subsidiary, shall be used to prepay the loans outstanding under the CenterPoint Credit Facility to the extent subject to the mandatory prepayment requirements of the CenterPoint Credit Agreement. Solely for purposes of this Section 5.6, Securitization Subsidiaries shall be deemed to be "Subsidiaries" of the Borrower, and the sale or contribution of assets to a Securitization Subsidiary, together with the issuance of Securitization Securities, shall be deemed to be an incurrence of Indebtedness (and not an Excluded Asset Sale or otherwise subject to Section 5.6(b)). (b) Subject to paragraph (d) below, if the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale (other than (x) an Excluded Asset Sale and (y) any Asset Sale yielding Net Cash Proceeds of $30,000,000 or less, provided that the aggregate amount of Net Cash Proceeds from all Asset Sales excluded by this clause (y) shall not exceed $100,000,000) or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, within two (2) Business Days after such Asset Sale or Recovery Event, the Borrower shall, or shall cause the applicable Subsidiary to, apply such Net Cash Proceeds toward the prepayment of the Loans as set forth in Section 5.6(c); provided that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing pursuant to a Reinvestment Notice shall not exceed $120,000,000, (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 Loans as set forth in Section 5.6(c) and (iii) such Net Cash Proceeds shall be used to prepay the loans outstanding under the CenterPoint Credit Facility to the extent subject to the mandatory prepayment requirements of the CenterPoint Credit Agreement. (c) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 5.6, (i) a certificate signed by a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of borrowings under this Section 5.6 shall be subject to Section 4.7, but shall otherwise be without premium or penalty. (d) Each Bank may, by notice to the Administrative Agent in writing no later than 3:00 p.m., New York City time, at least one Business Day prior to any prepayment required to be made by the Borrower for the account of such Bank pursuant to this Section 5.6, elect either to accept or to refuse all or a portion of such prepayment (and any Bank that shall have failed so to notify the Administrative Agent shall be deemed to have refused such prepayment). Any amounts so refused by the Banks may be retained by the Borrower.

Mandatory Repayments and Prepayments and Commitment Reductions. (a) Subject to paragraph (d) below, if If any Capital Stock or Indebtedness shall be issued or incurred by the Borrower or any of its Subsidiaries after the Closing Date (other than Excluded Transactions), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied within two one (21) Business Days Day after such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 5.6(c5.7(c); provided that, notwithstanding the foregoing, the Net Cash Proceeds any such net proceeds from all such issuances by CenterPoint Electric or its Subsidiaries may be applied, at the option of CenterPoint Electric, and incurrences made in accordance with shall be applied to the terms of this extent required under the Bridge Credit Agreement, other than Excluded Transactions and any issuance or incurrence by a Securitization Subsidiary, shall be used to prepay repay the loans outstanding under the CenterPoint Credit Bridge Facility pursuant to the extent subject terms of the Bridge Credit Agreement; provided further that, notwithstanding the foregoing, the Borrower shall not be required to apply the following to the prepayment of the Term Loans and the reduction of the Revolving Commitments: (i) Net Cash Proceeds from such issuances or incurrences by the Borrower and its Subsidiaries (including any such proceeds applied to refinance pollution control bonds through the remarketing of such bonds) from Third Party Financings in an aggregate amount, when added to Net Cash Proceeds excluded from mandatory prepayment requirements pursuant to the second proviso in Section 5.7(b), not to exceed 49 $400,000,000 so long as such Net Cash Proceeds are applied, or will be applied, to repay maturing Indebtedness of the CenterPoint Credit Agreement. Solely for purposes of this Section 5.6, Securitization Borrower and its Subsidiaries shall be deemed outstanding on the Closing Date and (ii) Net Cash Proceeds from such issuances or incurrences by the Borrower and its Subsidiaries after the Closing Date in an aggregate amount not to be "Subsidiaries" of the Borrower, and the sale or contribution of assets to a Securitization Subsidiary, together with the issuance of Securitization Securities, shall be deemed to be an incurrence of Indebtedness (and not an Excluded Asset Sale or otherwise subject to Section 5.6(b))exceed $100,000,000. (b) Subject to paragraph (d) below, if If the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale (other than (x) an Excluded Asset Sale and (y) any Asset Sale yielding Net Cash Proceeds of $30,000,000 or less, provided that the aggregate amount of Net Cash Proceeds from all Asset Sales excluded by this clause (y) shall not exceed $100,000,000) or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, within two one (21) Business Days Day after such Asset Sale or Recovery Event, the Borrower shall, or shall cause the applicable Subsidiary to, apply such Net Cash Proceeds toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 5.6(c5.7(c); provided that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing pursuant to a Reinvestment Notice shall not exceed $120,000,000, (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 5.6(c5.7(c) and (iii) such Net Cash Proceeds shall received by CenterPoint Electric may be used applied, at the option of CenterPoint Electric, to prepay repay the loans outstanding under the CenterPoint Credit Bridge Facility pursuant to the extent subject terms of the Bridge Credit Agreement; provided, further, that the Borrower shall not be required to apply to the prepayment of the Term Loans and the reduction of the Revolving Commitments Net Cash Proceeds from Asset Sales by the Borrower and its Subsidiaries in an aggregate amount, when added to Net Cash Proceeds excluded from mandatory prepayment requirements pursuant to the second proviso in Section 5.7(a), not to exceed $400,000,000 so long as such Net Cash Proceeds are applied, or will be applied, to repay maturing Indebtedness of the CenterPoint Credit AgreementBorrower and its Subsidiaries outstanding on the Closing Date. (c) The Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 5.7 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 5.2(b) and, second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans to the extent, if any, that the Total Aggregate Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced, provided that the Borrower shall deliver be obligated, first, to prepay the Administrative Agent, at the time of each prepayment required under this Section 5.6, (i) a certificate signed by a Responsible Officer of the Borrower setting forth Revolving Loans in reasonable detail the calculation of the amount of such prepayment and excess, second, to prepay the CAF Loans (iiwhether or not consented to by the relevant Bank) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify that the prepayment date, the Type of each Loan being prepaid and the principal aggregate amount of each Loan (or portion thereof) CAF Loans exceeds such Total Revolving Commitments after prepayment of all Revolving Loans and, third, to be prepaid. All prepayments cash collateralize the Letters of borrowings under this Section 5.6 shall be subject to Section 4.7, but shall otherwise be without premium or penalty. (d) Each Bank may, by notice Credit to the Administrative Agent in writing no later than 3:00 p.m., New York City time, at least one Business Day prior to extent that the aggregate amount of the L/C obligations exceeds such Total Revolving Commitments after prepayment of all Revolving Loans and CAF Loans. The application of any prepayment required to be made by the Borrower for the account of such Bank pursuant to this Section 5.65.7 shall be made, elect either first, to accept or ABR Loans, second, to refuse all or a portion LIBOR Rate Loans and, third, to Fixed Rate Loans. Each prepayment of the Loans under this Section 5.7 shall be accompanied by accrued interest to the date of such prepayment (and any Bank that shall have failed so to notify on the Administrative Agent shall be deemed to have refused such prepayment). Any amounts so refused by the Banks may be retained by the Borroweramount prepaid.

Mandatory Repayments and Prepayments and Commitment Reductions. (a) Subject to paragraph Section 4.7(b) and (d) below, if any Capital Stock or Indebtedness shall be issued or incurred by the Borrower or any of its Subsidiaries after the Closing Date (other than Excluded Transactionsc), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied within two (2) Business Days after such issuance or incurrence toward the prepayment of the Loans as set forth in Section 5.6(c); provided that, notwithstanding the foregoing, the Net Cash Proceeds from all such issuances and incurrences made in accordance with the terms of this Agreement, other than Excluded Transactions and any issuance or incurrence by a Securitization Subsidiary, shall be used to prepay the loans outstanding under the CenterPoint Credit Facility to the extent subject to the mandatory prepayment requirements of the CenterPoint Credit Agreement. Solely for purposes of this Section 5.6, Securitization Subsidiaries shall be deemed to be "Subsidiaries" of the Borrower, and the sale or contribution of assets to a Securitization Subsidiary, together with the issuance of Securitization Securities, shall be deemed to be an incurrence of Indebtedness (and not an Excluded Asset Sale or otherwise subject to Section 5.6(b)). (b) Subject to paragraph (d) below, if the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale Disposition of (other than (x) an Excluded Asset Sale and (yi) any Asset Sale yielding of the Texas Genco Stock or (ii) any material portion or all or substantially all of the Properties of any Texas Genco Entity, within one Business Day after the receipt thereof (or in the case of clause (ii) only, within one Business Day after compliance with applicable laws and stock exchange regulations relating to the declaration and payment of dividends), the Borrower shall, or shall cause the applicable Subsidiary to, apply, subject, in the case of clause (ii) only, to any mandatory prepayment required pursuant to the terms of any Indebtedness incurred by Texas Genco and/or its Subsidiaries in accordance with Section 7.2(h), such Net Cash Proceeds toward the prepayment of $30,000,000 or lessthe Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.7(d); provided that, provided that in the aggregate case of a Disposition described in clause (ii) above, the amount of such application may be reduced proportionally to the minority interest of shareholders of Texas Genco other than the Borrower and its Subsidiaries to the extent required by virtue of fiduciary obligations to such shareholders under applicable law. (b) If the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from all Asset Sales excluded by this clause (y) shall not exceed $100,000,000) or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereofthe Stranded Cost Securitization, within two one Business Day after receipt thereof or, with respect to any such Net Cash Proceeds required to be applied as described in the proviso below, after compliance with such requirements (2) Business Days after such Asset Sale including, if applicable, by virtue of waiver or Recovery Eventamendment thereto), the Borrower shall, or shall cause the applicable Subsidiary to, apply such Net Cash Proceeds toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 5.6(c4.7(d); provided that, notwithstanding the foregoing, (i) the aggregate any such Net Cash Proceeds of Asset Sales that may shall be excluded from applied, to the foregoing extent required under the CEHE Credit 42 Agreement prior to any application pursuant to this Section 4.7(b), to repay the obligations under the CEHE Facility pursuant to the terms of the CEHE Credit Agreement. (c) If the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Recovery Event then, unless a Reinvestment Notice shall not exceed $120,000,000be delivered in respect thereof, within one Business Day after the receipt thereof (ii) or, in the case of any Texas Genco Entity, within one Business Day after compliance with applicable laws and stock exchange regulations relating to the declaration and payment of dividends), the Borrower shall, or shall cause the applicable Subsidiary to, apply, subject to any mandatory prepayment required pursuant to the terms of any Indebtedness incurred by Texas Genco and/or its Subsidiaries in accordance with Section 7.2(h), such Net Cash Proceeds toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.7(d); provided that, in the case of any such Recovery Event, the amount of such application may be reduced proportionally to the minority interest of shareholders of Texas Genco other than the Borrower and its Subsidiaries to the extent required by virtue of fiduciary obligations to such shareholders under applicable law or the terms of any Indebtedness incurred by Texas Genco and/or its Subsidiaries in accordance with Section 7.2(h); provided further 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 the reduction of the Revolving Commitments as set forth in Section 5.6(c) and (iii) such Net Cash Proceeds shall be used to prepay the loans outstanding under the CenterPoint Credit Facility to the extent subject to the mandatory prepayment requirements of the CenterPoint Credit Agreement. (c) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 5.6, (i) a certificate signed by a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of borrowings under this Section 5.6 shall be subject to Section 4.7, but shall otherwise be without premium or penalty4.7(d). (d) Each Bank may, by notice to the Administrative Agent in writing no later than 3:00 p.m., New York City time, at least one Business Day prior to any prepayment required Amounts to be applied in connection with prepayments and Commitment reductions made by the Borrower for the account of such Bank pursuant to this Section 5.64.7 shall be applied, elect either first, to accept or the prepayment of the Term Loans in accordance with Section 4.2(b) and, second, to refuse reduce permanently the aggregate Revolving Commitments to an aggregate amount no less than $750,000,000. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans to the extent, if any, that the Total Aggregate Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced, provided that the Borrower shall be obligated, first, to prepay the Revolving Loans in the amount of such excess, and, second, to cash collateralize the Letters of Credit to the extent that the aggregate amount of the L/C Obligations exceeds such Total Revolving Commitments after prepayment of all or a portion Revolving Loans. The application of any prepayment pursuant to this Section 4.7 shall be made, first, to ABR Loans and, second, to LIBOR Rate Loans. Each prepayment of the Loans under this Section 4.7 shall be accompanied by accrued interest to the date of such prepayment (and any Bank that shall have failed so to notify on the Administrative Agent shall be deemed to have refused such prepayment). Any amounts so refused by the Banks may be retained by the Borroweramount prepaid.

Mandatory Repayments and Prepayments and Commitment Reductions. (a) Subject to paragraph (d) below, if If any Capital Stock or Indebtedness for Borrowed Money shall be issued or incurred by the Borrower or any of its Subsidiaries after the Closing Date (other than Excluded TransactionsTransactions and as provided in Section 5.7(c), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied within two one (21) Business Days Day after such issuance or incurrence the receipt thereof toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 5.6(c); provided that, notwithstanding the foregoing, the Net Cash Proceeds from all such issuances and incurrences made in accordance with the terms of this Agreement, other than Excluded Transactions and any issuance or incurrence by a Securitization Subsidiary, shall be used to prepay the loans outstanding under the CenterPoint Credit Facility to the extent subject to the mandatory prepayment requirements of the CenterPoint Credit Agreement. Solely for purposes of this Section 5.6, Securitization Subsidiaries shall be deemed to be "Subsidiaries" of the Borrower, and the sale or contribution of assets to a Securitization Subsidiary, together with the issuance of Securitization Securities, shall be deemed to be an incurrence of Indebtedness (and not an Excluded Asset Sale or otherwise subject to Section 5.6(b)5.7(e). (b) Subject to paragraph (d) below, if If the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale (other than (x) an Excluded Asset Sale and Sale, (y) any Asset Sale yielding Net Cash Proceeds of $30,000,000 or less, provided that the aggregate amount of Net Cash Proceeds from all Asset Sales excluded by this clause (y) shall not exceed $100,000,000100,000,000 and (z) as provided in paragraphs (c) and (d) below) or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, within two one (21) Business Days Day after such Asset Sale or Recovery Eventthe receipt thereof, the Borrower shall, or shall cause the applicable Subsidiary to, apply such Net Cash Proceeds toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 5.6(c5.7(e); provided that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing pursuant to a Reinvestment Notice shall not exceed $120,000,000, 120,000,000 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 5.6(c5.7(e). (c) If the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Disposition of (i) any of the Texas Genco Stock or (ii) any material portion or all or substantially all of the Properties of any Texas Genco Entity, within one (1) Business Day after the receipt thereof, the Borrower shall, or shall cause the applicable Subsidiary to, apply, subject, in the case of clause (ii) only, to the terms of any Indebtedness incurred by Texas Genco and/or its Subsidiaries in accordance with Section 8.2(h), such Net Cash Proceeds toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 5.7(e); provided that, in the case of a Disposition described in clause (iiiii) above, the amount of such application may be reduced proportionally to the minority interest of shareholders of Texas Genco other than the Borrower and its Subsidiaries to the extent required by virtue of fiduciary obligations to such shareholders under applicable law. (d) If the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from the sale or contribution of assets to a Securitization Subsidiary, together with the issuance of Securitization Securities, within one (1) Business Day after receipt thereof, the Borrower shall, or shall cause the applicable Subsidiary to, apply such Net Cash Proceeds toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 5.7(e); provided that, notwithstanding the foregoing, any such Net Cash Proceeds shall be used to prepay the loans outstanding under the CenterPoint Credit Facility applied, to the extent subject required under the CEHE Credit Agreement prior to any application pursuant to this Section 5.7(d), to repay the obligations under the CEHE Facility pursuant to the mandatory prepayment requirements terms of the CenterPoint CEHE Credit Agreement. (ce) The Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 5.7 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 5.2(b) and, second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans to the extent, if any, that the Total Aggregate Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced, provided that the Borrower shall deliver be obligated, first, to prepay the Administrative Agent, at the time of each prepayment required under this Section 5.6, (i) a certificate signed by a Responsible Officer of the Borrower setting forth Revolving Loans in reasonable detail the calculation of the amount of such prepayment and (ii) excess, and, second, to cash collateralize the Letters of Credit to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify that the prepayment date, the Type of each Loan being prepaid and the principal aggregate amount of each Loan (or portion thereof) to be prepaidthe L/C Obligations exceeds such Total Revolving Commitments after prepayment of all Revolving Loans. All prepayments The application of borrowings under this Section 5.6 shall be subject to Section 4.7, but shall otherwise be without premium or penalty. (d) Each Bank may, by notice to the Administrative Agent in writing no later than 3:00 p.m., New York City time, at least one Business Day prior to any prepayment required to be made by the Borrower for the account of such Bank pursuant to this Section 5.65.7 shall be made, elect either first, to accept or ABR Loans and, second, to refuse all or a portion LIBOR Rate Loans. Each prepayment of the Loans under this Section 5.7 shall be accompanied by accrued interest to the date of such prepayment (and any Bank that shall have failed so to notify on the Administrative Agent shall be deemed to have refused such prepayment). Any amounts so refused by the Banks may be retained by the Borroweramount prepaid.".