Mandatory Repayments and Prepayments. (a) Subject to adjustment as provided in subsection (i) of this Section, on each date specified below the Borrower shall repay Term Loans in the aggregate amount, if any, set forth under the caption "Amount" opposite such date: Date Amount ------------------ ----------- September 30, 1999 $17,500,000 March 31, 2000 17,500,000 September 30, 2000 17,500,000 March 31, 2001 17,500,000 September 30, 2001 17,500,000 March 31, 2002 17,500,000 September 30, 2002 17,500,000 March 31, 2003 17,500,000 September 30, 2003 35,000,000 March 31, 2004 62,500,000 Maturity Date 62,500,000 (b) Any Term Loans outstanding on the Maturity Date shall be due and payable on such date, together with accrued interest thereon. (c) Any Revolving Loans and Swingline Loans outstanding on the Termination Date shall be due and payable on such date, together with accrued interest thereon. (d) In the event and on each occasion that the sum of the Letter of Credit Exposure plus the aggregate outstanding principal amount of the Revolving Loans and the Swingline Loans exceeds the lesser of the Borrowing Base or the sum of the Revolving Loan Commitments, the Borrower shall forthwith prepay Revolving Loans or Swingline Loans (or, if no Revolving Loans or Swingline Loans are outstanding, provide cash collateral in respect of the Letter of Credit PAGE Exposure pursuant to Section 2.13(k) and thereupon such cash shall be deemed to reduce the Letter of Credit Exposure by an equivalent amount solely for purposes of this subsection) in an amount equal to such excess. (e) Subject to subsection (k) below, in the event and on each occasion after the Effective Date that a Prepayment Event occurs, the Borrower shall, promptly following (and in any event not later than the Domestic Business Day next following) the receipt of Net Cash Proceeds in respect of such Prepayment Event, prepay Term Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds, in the case of an Asset Sale Prepayment Event or Debt Prepayment Event, or the applicable Equity Prepayment Percentage of such Net Cash Proceeds, in the case of an Equity Prepayment Event; provided that no such prepayment shall be required in an aggregate principal amount less than $1,000,000 and any receipt of Net Cash Proceeds that would otherwise result in prepayment of a lesser amount shall cumulate until the aggregate amount of Net Cash Proceeds from Prepayment Events received and not yet applied hereunder equals or exceeds $1,000,000, at which time such prepayment shall be made. (f) Subject to subsection (k) below, as promptly as practicable but in any event within 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on the Saturday closest to January 31, 1998, the Borrower shall prepay Term Loans in an aggregate principal amount equal to the Excess Cash Flow with respect to such fiscal year multiplied by (i) 100%, if the Debt Coverage Ratio as of the last day of such fiscal year was greater than or equal to 4.00:1, (ii) 75%, if the Debt Coverage Ratio as of the last day of such fiscal year was less than 4.00:1 but greater than or equal to 3.00:1 and (iii) 50%, if the Debt Coverage Rate as of the last day of such fiscal year was less than 3.00:1 but greater than or equal to 2.00:1; provided that no prepayment shall be required pursuant to this subsection (f) with respect to the Excess Cash Flow for any fiscal year if the Debt Coverage Ratio as of the last day of such fiscal year was less than 2.00: 1. The Borrower shall deliver to the Agent at or prior to the time of each prepayment pursuant to this subsection (f) a certificate executed by the chief financial officer of the Borrower setting forth, in a form acceptable to the Agent, a reasonably detailed calculation of the amount of such prepayment. (g) On the date of each repayment or prepayment of Loans pursuant to this Section, the Borrower shall pay interest accrued on the principal amount repaid or prepaid to the day of repayment or prepayment. The repayments and prepayments of the Loans required by the respective subsections of this Section and the optional prepayments permitted by Section 2.09 are separate and cumulative, so that any one such repayment or prepayment shall reduce any other repayment or prepayment only as and to the extent specified in subsection (i) of this Section. (h) Prior to the date of each mandatory repayment or prepayment pursuant to this Section, the Borrower shall, by notice to the Agent given not later than 12:00 P.M. (New York City time) on the third Euro-Dollar Business Day prior to the date of such repayment or prepayment, select which outstanding Borrowings of the required Class are to be repaid or prepaid (in accordance with subsection (i) of this Section, if applicable); provided that the Borrower shall not elect to prepay any Euro-Dollar Borrowing if a Base Rate Borrowing of the required Class is outstanding. Upon receipt of such notice, the Agent shall promptly notify each Lender of the contents thereof and of such Lender's ratable share of such prepayment, and such notice shall not thereafter be revocable by the Borrower. Each such repayment or prepayment shall be applied to repay or prepay ratably the respective Loans included in the Borrowings so selected. (i) Any mandatory prepayment of the Term Loans pursuant to subsection (e) or (f) of this Section shall be applied to reduce the remaining scheduled repayments of the Term Loans pursuant to subsection (a) of this Section pro rata, except as provided in clause (iii) of Section 5.11(a) with respect to a Debt Prepayment Event. Any optional prepayment of the Term Loans pursuant to Section 2.09 shall be applied, first, to reduce the scheduled repayments of the Term Loans pursuant to subsection (a) of this Section that are scheduled to be due during the 12-month period following the date of such prepayment, pro rata, and, second, to reduce the remaining scheduled repayments of the Term Loans pursuant to subsection (a) of this Section, pro rata. (j) Each Swingline Loan shall mature, and the principal amount thereof shall be due and payable, together with accrued interest thereon, on the last day of the Interest Period applicable to such Swingline Loan. (k) Notwithstanding any other provisions of this Section, no mandatory prepayment of the Term Loans shall be required pursuant to subsection (e) or (f) of this Section after the Trigger Date so long as the Debt Coverage Ratio remains 2.50:1.00 or less (excluding up to 15 days during each fiscal quarter).
Appears in 1 contract
Samples: Credit Agreement (Brylane Inc)
Mandatory Repayments and Prepayments. (a) On the Tranche A Maturity Date, all Tranche A Revolving Credit Borrowings shall be due and payable to the extent not previously paid.
(b) On the Tranche B Conversion Date, all Tranche B Revolving Credit Borrowings not converted into Tranche B Term Loans pursuant to Section 2.01(c) shall be due and payable to the extent not previously paid.
(c) Subject to adjustment as provided in subsection (iSection 2.11(h) of this Sectionand Section 2.12(b), on each date specified below the Borrower shall repay the Tranche B Term Loans and reduce the Tranche B Letter of Credit Exposure in quarterly installments, commencing on December 31, 2006, and continuing on the last day of every third calendar month thereafter through September 30, 2008 (the due date of each such installment being called a "Tranche B Repayment Date"), provided that, notwithstanding anything to the contrary contained in this Agreement, in no event shall the aggregate amount of outstanding Indebtedness under Facility B be less than $500,000 until the Facility Obligations under the Parity Debt Credit Agreement have been paid in full in cash and the Commitments (as defined in the aggregate Parity Debt Credit Agreement) have been fully terminated. The amount of any such installment payable on a Tranche B Repayment Date shall, subject to the proviso in the preceding sentence, be the amount, if any, necessary (after giving effect to any reductions on account of the expiration after the Tranche B Conversion Date of any Tranche B Letters of Credit) to reduce the sum of (i) the aggregate principal amount of the Tranche B Term Loans outstanding immediately after the Tranche B Conversion Date and (ii) the Tranche B Letter of Credit Exposure outstanding immediately after the Tranche B Conversion Date by an aggregate percentage of such sum equal to the percentage set forth under the caption "Amount" opposite such dateRepayment Date below: Date Amount ------------------ ----------- December 31, 2006 12.5% March 30, 2007 25.0% June 30, 2007 37.5% September 30, 1999 $17,500,000 2007 50.0% 52 December 31, 2007 62.5% March 31, 2000 17,500,000 2008 75.0% June 30, 2008 87.5% September 30, 2000 17,500,000 March 31, 2001 17,500,000 2008 100.00% On the Tranche B Repayment Date that is September 30, 2001 17,500,000 March 312008, 2002 17,500,000 September 30, 2002 17,500,000 March 31, 2003 17,500,000 September 30, 2003 35,000,000 March 31, 2004 62,500,000 Maturity Date 62,500,000
(b) Any the Borrower shall repay the remaining principal and interest owing on all outstanding Tranche B Term Loans outstanding on the Maturity Date shall be due and payable on such date, together with accrued interest thereon.
fully cash collateralize any then existing Tranche B Letter of Credit Exposure. All payments under this paragraph (c) Any Revolving shall be applied (I) first, to repay any outstanding Tranche B Term Loans and Swingline (II) second, after the Tranche B Term Loans outstanding on have been paid in full, to reduce the Termination Date Tranche B Letter of Credit Exposure. Any such payments so applied to reduce the Tranche B Letter of Credit Exposure shall be due and payable on such date, together deposited with accrued interest thereonthe Administrative Agent pursuant to the Cash Collateral Agreement as provided in Section 2.21(k).
(d) During each year, the Borrower will cause a period of at least 30 consecutive days to occur, at any time between March 1 and August 31 of such year, during which no Tranche A Revolving Credit Borrowings shall be outstanding.
(e) If at any time the Borrower or any of the Restricted Subsidiaries disposes of property or such property shall be damaged, destroyed or taken in eminent domain or there shall be title insurance proceeds with respect to such property, in any such case, with the result that there are Excess Proceeds, and the Borrower does not apply such Excess Proceeds in the manner described in Section 6.07(c)(iii)(B)(I), the Borrower shall prepay, upon notice as provided in paragraph (g) of this Section 2.11 (which notice shall be given not later than 180 days after the date of such sale of property), a principal amount of the outstanding Facilities Obligations equal to the amount of such remaining Excess Proceeds allocable to the Facilities Obligations, determined by allocating such remaining Excess Proceeds pro rata among the Lenders and the holders of Parity Debt, if any, outstanding on the date such prepayment is to be made, according to the aggregate then unpaid principal amounts of the Facilities Obligations and Parity Debt (and the Make Whole Amount on the principal amount of the Mortgage Notes to be prepaid) in accordance with the allocation method set forth in Section 4(d)(ii) of the Intercreditor Agreement. For purposes of this Section 2.11, the "aggregate then unpaid principal amount of the Facilities Obligations" shall equal the sum of (i) the aggregate principal amount of the outstanding Loans, (ii) the Letter of Credit Exposure and (iii) the maximum aggregate amount of the unused Tranche A Revolving Credit Commitments.
(f) In the event that damage, destruction or a taking shall occur in respect of all or a portion of the properties subject to any of the Collateral Documents, or there shall be proceeds under title insurance policies with respect to any real property, all Net Insurance Proceeds (as defined in the Mortgage), self-insurance amounts, Net Awards (as defined in the Mortgage) or title insurance proceeds which, as of any date, shall not theretofore have been applied to the cost of Restoration (as defined in the Mortgage) shall be deemed to be proceeds of property disposed of voluntarily, shall be subject to the provisions of Section 6.07(c) and, if subdivision (iii)(B)(I) of Section 6.07(c) is applicable thereto, shall be subject to the prepayment provisions of paragraph (e) of this Section 2.11; provided that, if any such event or circumstances (individually or together with all other related events and circumstances) shall result in proceeds of more than $25,000,000 in the aggregate, the Borrower shall not apply such proceeds to replacement or other assets or undertake any Restoration without the prior written consent of the Required Lenders.
(g) The Borrower will give the Administrative Agent irrevocable written notice of each prepayment under paragraph (e) or (f) of this Section 2.11 not less than ten days and not more than 30 days prior to the date fixed for such prepayment, in each case specifying such prepayment date, the aggregate principal amount of the Facilities Obligations to be prepaid, the principal amount of each issue of Parity Debt to be prepaid and the paragraph under which such prepayment is to be made. Each Lender shall receive, on the Business Day immediately preceding the date scheduled for any such prepayment, a certificate of a Financial Officer of the Borrower certifying that the applicable conditions of this Section 2.11 have been fulfilled and specifying the particulars of such fulfillment. Such certificate shall set forth the principal amount of the Facilities Obligations being prepaid and specify how such amount was determined, and certify that such amount has been computed in accordance with this Section 2.11.
(h) All mandatory prepayments of the Facilities Obligations under paragraphs (e) and (f) of this Section 2.11 shall be applied (i) first, to pay or prepay any outstanding Tranche B Revolving Loans or Tranche B Term Loans and, to the extent that the remaining amount of such prepayment is greater than the aggregate principal amount of outstanding Tranche B Loans, to reduce the Tranche B Letter of Credit Exposure, (ii) second, to permanently reduce any remaining unused Tranche B Revolving Credit Commitments as contemplated by Section 2.09(c), (iii) third, to pay or prepay any outstanding Tranche A Revolving Loans, and (iv) fourth, to permanently reduce any remaining unused Tranche A Revolving Credit Commitments as contemplated by Section 2.09(c), provided that, in the event that any such prepayment would reduce the outstanding Indebtedness under Facility B to an amount less than $500,000 prior to the date that the Facility Obligations under the Parity Debt Credit Agreement have been paid in full in cash and the Commitments (as defined in the Parity Debt Credit Agreement) have been fully terminated, an amount equal to the excess of the (x) amount of such prepayment minus (y) the sum of the aggregate principal amount of outstanding Tranche B Loans on the date of such prepayment or reduction plus the Tranche B Letter of Credit Exposure on such date shall be deposited with the Administrative Agent pursuant to the Cash Collateral Agreement as provided in Section 2.21(k). All such mandatory prepayments so applied on or after the Tranche B Conversion Date shall be applied to reduce the amount of scheduled payments due under Section 2.11(c) after the date of such prepayment in the inverse order of maturity (without affecting the requirement that such prepayments be applied first to pay all outstanding Tranche B Term Loans and only thereafter to reduce the Tranche B Letter of Credit Exposure). Subject to the foregoing provisions, any such mandatory prepayment of Loans of any Class shall be applied to prepay all ABR Loans of such Class before any Eurodollar Loans of such Class are prepaid. Any such payments under paragraphs (e) and (f) of this Section 2.11 so applied to reduce the Letter of Credit Exposure shall be deposited with the Trustee and applied as provided in the Intercreditor Agreement.
(i) In the event and on each occasion that the sum of the Letter of Credit Exposure plus (i) the aggregate outstanding principal amount of the Tranche A Revolving Loans on any date and (ii) the Swingline Loans Tranche A Letter of Credit Exposure on such date exceeds the lesser of (A) the aggregate amount of the Tranche A Revolving Credit Commitments at such time, (B) the Borrowing Base or at such time, and (C) the sum Borrowing Base as calculated pursuant to Section 10.1(e)(ii)(3)(y) of the Revolving Loan CommitmentsNote Agreements, the Borrower shall forthwith immediately prepay Tranche A Revolving Loans or Swingline Loans (orand, if no to the extent that the amount of such excess is greater than the aggregate principal amount of outstanding Tranche A Revolving Loans or Swingline Loans are outstandingLoans, provide cash collateral in respect of the Letter of Credit PAGE Exposure pursuant to Section 2.13(k) and thereupon such cash shall be deemed to reduce the Tranche A Letter of Credit Exposure by an equivalent amount solely for purposes of this subsectionmaking a deposit with the Administrative Agent pursuant to the Cash Collateral Agreement as provided in Section 2.21(k)) in an aggregate principal amount equal to such excess.
(ej) Subject In the event and on any date that the ratio of Consolidated Cash Flow to subsection Consolidated Interest Expense (in each case, as defined in the Note Agreements) is less than 2.0 to 1.0, the Borrower will repay the Tranche A Revolving Loans and cash collateralize Tranche A Letters of Credit to the extent necessary so that the sum of (i) the aggregate principal amount of aggregate outstanding principal amount of the Tranche A Revolving Loans on such date plus (ii) the Tranche A Letter of Credit Exposure on such date shall not exceed $18,000,000 (and, to the extent that the amount of such prepayment exceeds the aggregate principal amount of outstanding Tranche A Revolving Loans, the Borrower shall deposit with the Administrative Agent pursuant to the Cash Collateral Agreement as provided in Section 2.21(k) an amount equal to such excess).
(k) below, in In the event and on each occasion after that the Effective Date that a Prepayment Event occurssum of (i) the aggregate outstanding principal amount of the Tranche B Revolving Loans on any date and (ii) the Tranche B Letter of Credit Exposure on such date exceeds the aggregate amount of the Tranche B Revolving Credit Commitments at such time, the Borrower shallshall immediately prepay Tranche B Revolving Loans (and, promptly following (and in any event not later to the extent that the amount of such excess is greater than the Domestic Business Day next followingaggregate principal amount of outstanding Tranche B Revolving Loans, reduce the Tranche B Letter of Credit Exposure by making a deposit with the Administrative Agent pursuant to the Cash Collateral Agreement as provided in Section 2.21(k)) the receipt of Net Cash Proceeds in respect of such Prepayment Event, prepay Term Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds, in the case of an Asset Sale Prepayment Event or Debt Prepayment Event, or the applicable Equity Prepayment Percentage of such Net Cash Proceeds, in the case of an Equity Prepayment Event; provided that no such prepayment shall be required in an aggregate principal amount less than $1,000,000 and any receipt of Net Cash Proceeds that would otherwise result in prepayment of a lesser amount shall cumulate until the aggregate amount of Net Cash Proceeds from Prepayment Events received and not yet applied hereunder equals or exceeds $1,000,000, at which time such prepayment shall be madeexcess.
(fl) Subject to subsection (k) below, as promptly as practicable but in any event within 90 days after the end Each payment of each fiscal year of the Borrower, commencing with the fiscal year ending on the Saturday closest to January 31, 1998, the Borrower shall prepay Term Loans in an aggregate principal amount equal to the Excess Cash Flow with respect to such fiscal year multiplied by (i) 100%, if the Debt Coverage Ratio as of the last day of such fiscal year was greater than or equal to 4.00:1, (ii) 75%, if the Debt Coverage Ratio as of the last day of such fiscal year was less than 4.00:1 but greater than or equal to 3.00:1 and (iii) 50%, if the Debt Coverage Rate as of the last day of such fiscal year was less than 3.00:1 but greater than or equal to 2.00:1; provided that no prepayment shall be required Borrowings pursuant to this subsection (f) with respect to the Excess Cash Flow for any fiscal year if the Debt Coverage Ratio as of the last day of such fiscal year was less than 2.00:
1. The Borrower Section 2.11 shall deliver to the Agent at or prior to the time of each prepayment pursuant to this subsection (f) a certificate executed be accompanied by the chief financial officer of the Borrower setting forth, in a form acceptable to the Agent, a reasonably detailed calculation of the amount of such prepayment.
(g) On the date of each repayment or prepayment of Loans pursuant to this Section, the Borrower shall pay accrued interest accrued on the principal amount repaid or prepaid paid to but excluding the day date of repayment or prepaymentpayment. The repayments and prepayments of the Loans required by the respective subsections of this Section 2.11 and the optional prepayments permitted by Section 2.09 2.12 are separate and cumulative, so that any one such repayment or prepayment shall reduce any other repayment or prepayment only as and to the extent expressly specified in subsection (i) of herein. All payments under this Section.
(h) Prior to the date of each mandatory repayment or prepayment pursuant to this Section, the Borrower shall, by notice to the Agent given not later than 12:00 P.M. (New York City time) on the third Euro-Dollar Business Day prior to the date of such repayment or prepayment, select which outstanding Borrowings of the required Class are to be repaid or prepaid (in accordance with subsection (i) of this Section, if applicable); provided that the Borrower shall not elect to prepay any Euro-Dollar Borrowing if a Base Rate Borrowing of the required Class is outstanding. Upon receipt of such notice, the Agent shall promptly notify each Lender of the contents thereof and of such Lender's ratable share of such prepayment, and such notice shall not thereafter be revocable by the Borrower. Each such repayment or prepayment Section 2.11 shall be applied subject to repay or prepay ratably the respective Loans included in the Borrowings so selected.
(i) Any mandatory prepayment of the Term Loans pursuant to subsection (e) or (f) of this Section 2.15, but otherwise shall be applied to reduce the remaining scheduled repayments of the Term Loans pursuant to subsection (a) of this Section pro rata, except as provided in clause (iii) of Section 5.11(a) with respect to a Debt Prepayment Event. Any optional prepayment of the Term Loans pursuant to Section 2.09 shall be applied, first, to reduce the scheduled repayments of the Term Loans pursuant to subsection (a) of this Section that are scheduled to be due during the 12-month period following the date of such prepayment, pro rata, and, second, to reduce the remaining scheduled repayments of the Term Loans pursuant to subsection (a) of this Section, pro ratawithout premium or penalty.
(j) Each Swingline Loan shall mature, and the principal amount thereof shall be due and payable, together with accrued interest thereon, on the last day of the Interest Period applicable to such Swingline Loan.
(k) Notwithstanding any other provisions of this Section, no mandatory prepayment of the Term Loans shall be required pursuant to subsection (e) or (f) of this Section after the Trigger Date so long as the Debt Coverage Ratio remains 2.50:1.00 or less (excluding up to 15 days during each fiscal quarter).
Appears in 1 contract
Mandatory Repayments and Prepayments. (a) Subject to adjustment as provided in subsection (i) The Revolving Credit Commitment of this Section, each Lender shall terminate at the opening of business on each date specified below the Borrower shall repay Term Loans in the aggregate amount, if any, set forth under the caption "Amount" opposite such date: Date Amount ------------------ ----------- September 30, 1999 $17,500,000 March 31, 2000 17,500,000 September 30, 2000 17,500,000 March 31, 2001 17,500,000 September 30, 2001 17,500,000 March 31, 2002 17,500,000 September 30, 2002 17,500,000 March 31, 2003 17,500,000 September 30, 2003 35,000,000 March 31July 1, 2004 62,500,000 Maturity Date 62,500,000(such date and such earlier date on which the Revolving Credit Commitments shall terminate pursuant to Section 2.08, Section 7.01 or otherwise, the "COMMITMENT TERMINATION DATE"), and there shall become due and the Company shall pay on the Commitment Termination Date, the entire outstanding principal amount of each Revolving Credit Loan, together with accrued and unpaid interest thereon to but excluding the Commitment Termination Date.
(b) Any Term Loans outstanding on If at any time (i) the Maturity Date shall be due and payable on such date, together with accrued interest thereon.
(c) Any Revolving aggregate unpaid principal balance of the Working Capital Loans and Swingline Loans outstanding on the Termination Date shall be due and payable on such date, together with accrued interest thereon.
(d) In the event and on each occasion that the sum of the Letter of Credit Exposure plus Liabilities exceeds the Working Capital Availability, or (ii) the aggregate outstanding unpaid principal amount balance of the Revolving Credit Loans and the Swingline Loans exceeds the lesser of the Borrowing Base or the sum of the Revolving Loan Commitments, the Borrower shall forthwith prepay Revolving Loans or Swingline Loans (or, if no Revolving Loans or Swingline Loans are outstanding, provide cash collateral in respect of the Letter of Credit PAGE Exposure pursuant to Section 2.13(k) and thereupon such cash Liabilities exceeds the Revolving Credit Commitments, then, on the next succeeding Business Day, the Company shall be deemed to reduce the Letter of Credit Exposure by an equivalent amount solely for purposes of this subsection) prepay Working Capital Loans and/or Acquisition Loans in an aggregate principal amount equal to such excess.
(ec) Subject to subsection Commencing on October 1, 2000 (kthe "AMORTIZATION COMMENCEMENT DATE") below, in the event and continuing on each occasion after the Effective Quarterly Date that a Prepayment Event occursthereafter, the Borrower shall, promptly following (and in any event not later than Company shall repay the Domestic Business Day next following) the receipt of Net Cash Proceeds in respect of such Prepayment Event, prepay Term Acquisition Loans in quarterly installments of principal in an amount equal to the percentage of all Acquisition Loans outstanding on the Acquisition Loan Availability Termination Date set forth for such date below: AMORTIZATION TABLE QUARTERLY INSTALLMENT AMOUNT QUARTERLY DATE (AS A PERCENTAGE OF ALL ACQUISITION LOANS OUTSTANDING ON THE ACQUISITION LOAN AVAILABILITY TERMINATION DATE) October 1, 2000 6.25% January 1, 2001 6.25% April 1, 2001 6.25% July 1, 2001 6.25% October 1, 2001 6.25% January 1, 2002 6.25% April 1, 2002 6.25% July 1, 2002 6.25% October 1, 2002 6.25% January 1, 2003 6.25% April 1, 2003 6.25% July 1, 2003 6.25% October 1, 2003 6.25% January 1, 2004 6.25% April 1, 2004 6.25% July 1, 2004 6.25%
(d) There shall become due and payable, and the Company shall prepay, an aggregate principal amount of the Revolving Credit Loans in the following amounts at the following times, and in the case of any prepayment of any Class of Revolving Credit Loans in whole, accrued and unpaid interest on the principal amount being prepaid to but excluding the date of such payment:
(i) on the 90th day following the last day of each Fiscal Year, beginning with the Fiscal Year ending December 31, 2000, an amount equal to 50% of the Excess Cash Flow for such Fiscal Year;
(ii) promptly upon the receipt by the Company or any of its Subsidiaries of any Major Casualty Proceeds (to the extent not used for replacement or restoration as provided in the definition of such term), an amount equal to 100% of such Net Cash Major Casualty Proceeds, in ; and
(iii) promptly upon receipt by the case Company or any Subsidiary of an the proceeds of any Asset Sale Prepayment Event or Debt Prepayment Eventafter the Closing Date, or an amount equal to 100% of the applicable Equity Prepayment Percentage of such Net Cash Proceeds, in the case of an Equity Prepayment Event; provided that no such prepayment shall be required in an aggregate principal amount less than $1,000,000 and any receipt of Net Cash Proceeds that would otherwise result in prepayment of a lesser amount shall cumulate until the aggregate amount of Net Cash Proceeds from Prepayment Events received and not yet applied hereunder equals or exceeds $1,000,000, at which time such Asset Sale. Any such prepayment shall to be made.
(f) Subject applied first to subsection (k) below, as promptly as practicable but in any event within 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on the Saturday closest Acquisition Loans outstanding and then to January 31, 1998, the Borrower shall prepay Term Loans in an aggregate principal amount equal to the Excess Cash Flow with respect to such fiscal year multiplied by (i) 100%, if the Debt Coverage Ratio as of the last day of such fiscal year was greater than or equal to 4.00:1, (ii) 75%, if the Debt Coverage Ratio as of the last day of such fiscal year was less than 4.00:1 but greater than or equal to 3.00:1 and (iii) 50%, if the Debt Coverage Rate as of the last day of such fiscal year was less than 3.00:1 but greater than or equal to 2.00:1; provided that no prepayment shall be required pursuant to this subsection (f) with respect to the Excess Cash Flow for any fiscal year if the Debt Coverage Ratio as of the last day of such fiscal year was less than 2.00:
1. The Borrower shall deliver to the Agent at or prior to the time of each prepayment pursuant to this subsection (f) a certificate executed by the chief financial officer of the Borrower setting forthWorking Capital Loans, in a form acceptable to the Agenteither case, a reasonably detailed calculation in inverse order of the amount of such prepaymentmaturity.
(g) On the date of each repayment or prepayment of Loans pursuant to this Section, the Borrower shall pay interest accrued on the principal amount repaid or prepaid to the day of repayment or prepayment. The repayments and prepayments of the Loans required by the respective subsections of this Section and the optional prepayments permitted by Section 2.09 are separate and cumulative, so that any one such repayment or prepayment shall reduce any other repayment or prepayment only as and to the extent specified in subsection (i) of this Section.
(h) Prior to the date of each mandatory repayment or prepayment pursuant to this Section, the Borrower shall, by notice to the Agent given not later than 12:00 P.M. (New York City time) on the third Euro-Dollar Business Day prior to the date of such repayment or prepayment, select which outstanding Borrowings of the required Class are to be repaid or prepaid (in accordance with subsection (i) of this Section, if applicable); provided that the Borrower shall not elect to prepay any Euro-Dollar Borrowing if a Base Rate Borrowing of the required Class is outstanding. Upon receipt of such notice, the Agent shall promptly notify each Lender of the contents thereof and of such Lender's ratable share of such prepayment, and such notice shall not thereafter be revocable by the Borrower. Each such repayment or prepayment shall be applied to repay or prepay ratably the respective Loans included in the Borrowings so selected.
(i) Any mandatory prepayment of the Term Loans pursuant to subsection (e) or (f) of this Section shall be applied to reduce the remaining scheduled repayments of the Term Loans pursuant to subsection (a) of this Section pro rata, except as provided in clause (iii) of Section 5.11(a) with respect to a Debt Prepayment Event. Any optional prepayment of the Term Loans pursuant to Section 2.09 shall be applied, first, to reduce the scheduled repayments of the Term Loans pursuant to subsection (a) of this Section that are scheduled to be due during the 12-month period following the date of such prepayment, pro rata, and, second, to reduce the remaining scheduled repayments of the Term Loans pursuant to subsection (a) of this Section, pro rata.
(j) Each Swingline Loan shall mature, and the principal amount thereof shall be due and payable, together with accrued interest thereon, on the last day of the Interest Period applicable to such Swingline Loan.
(k) Notwithstanding any other provisions of this Section, no mandatory prepayment of the Term Loans shall be required pursuant to subsection (e) or (f) of this Section after the Trigger Date so long as the Debt Coverage Ratio remains 2.50:1.00 or less (excluding up to 15 days during each fiscal quarter).
Appears in 1 contract
Mandatory Repayments and Prepayments. (a) [Intentionally omitted].
(b) On the Conversion Date, all Revolving Credit Borrowings shall be due and payable to the extent not previously paid.
(c) Subject to adjustment as provided in subsection (iSection 2.11(h) of this Sectionand Section 2.12(b), on each date specified below the Borrower shall repay the Term Loans and reduce the Letter of Credit Exposure in quarterly installments, commencing on December 31, 2003, and continuing on the aggregate last day of every third calendar month thereafter through September 30, 2005 (the due date of each such installment being called a "Repayment Date"). The amount of any such installment payable on a Repayment Date shall be the amount, if any, set forth under necessary (after giving effect to any reductions on account of the caption "Amount" opposite such date: expiration after the Conversion Date Amount ------------------ ----------- September 30, 1999 $17,500,000 March 31, 2000 17,500,000 September 30, 2000 17,500,000 March 31, 2001 17,500,000 September 30, 2001 17,500,000 March 31, 2002 17,500,000 September 30, 2002 17,500,000 March 31, 2003 17,500,000 September 30, 2003 35,000,000 March 31, 2004 62,500,000 Maturity Date 62,500,000
of any Letters of Credit) to reduce the sum of (bi) Any the aggregate principal amount of the Term Loans outstanding on immediately after the Maturity Conversion Date shall be due and payable on such date, together with accrued interest thereon.
(cii) Any Revolving Loans and Swingline Loans outstanding on the Termination Date shall be due and payable on such date, together with accrued interest thereon.
(d) In the event and on each occasion that the sum of the Letter of Credit Exposure plus outstanding immediately after the Conversion Date by an aggregate percentage of such sum equal to the percentage set forth opposite such Repayment Date below: December 31, 2003 12.5% March 31, 2004 25.0% June 30, 2004 37.5% September 30, 2004 50.0% December 31, 2004 62.5% March 31, 2005 75.0% June 30, 2005 87.5% September 30, 2005 100.0% On the Repayment Date that is September 30, 2005, Borrower shall repay the remaining principal and interest owing on all outstanding principal amount of the Revolving Term Loans and fully cash collateralize any then existing Letter of Credit Exposure. All payments under this paragraph (c) shall be applied (I) first, to repay any outstanding Term Loans and (II) second, after the Swingline Term Loans exceeds the lesser of the Borrowing Base or the sum of the Revolving Loan Commitmentshave been paid in full, the Borrower shall forthwith prepay Revolving Loans or Swingline Loans (or, if no Revolving Loans or Swingline Loans are outstanding, provide cash collateral in respect of to reduce the Letter of Credit PAGE Exposure pursuant to Section 2.13(k) and thereupon Exposure. Any such cash shall be deemed payments so applied to reduce the Letter of Credit Exposure by an equivalent amount solely for purposes of this subsection) in an amount equal to such excess.
(e) Subject to subsection (k) below, in the event and on each occasion after the Effective Date that a Prepayment Event occurs, the Borrower shall, promptly following (and in any event not later than the Domestic Business Day next following) the receipt of Net Cash Proceeds in respect of such Prepayment Event, prepay Term Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds, in the case of an Asset Sale Prepayment Event or Debt Prepayment Event, or the applicable Equity Prepayment Percentage of such Net Cash Proceeds, in the case of an Equity Prepayment Event; provided that no such prepayment shall be required in an aggregate principal amount less than $1,000,000 and any receipt of Net Cash Proceeds that would otherwise result in prepayment of a lesser amount shall cumulate until the aggregate amount of Net Cash Proceeds from Prepayment Events received and not yet applied hereunder equals or exceeds $1,000,000, at which time such prepayment shall be made.
(f) Subject to subsection (k) below, as promptly as practicable but in any event within 90 days after the end of each fiscal year of the Borrower, commencing deposited with the fiscal year ending on the Saturday closest to January 31, 1998, the Borrower shall prepay Term Loans in an aggregate principal amount equal Administrative Agent pursuant to the Excess Cash Flow with respect to such fiscal year multiplied by (i) 100%, if the Debt Coverage Ratio as of the last day of such fiscal year was greater than or equal to 4.00:1, (ii) 75%, if the Debt Coverage Ratio as of the last day of such fiscal year was less than 4.00:1 but greater than or equal to 3.00:1 and (iii) 50%, if the Debt Coverage Rate as of the last day of such fiscal year was less than 3.00:1 but greater than or equal to 2.00:1; provided that no prepayment shall be required pursuant to this subsection (f) with respect to the Excess Cash Flow for any fiscal year if the Debt Coverage Ratio as of the last day of such fiscal year was less than 2.00:
1. The Borrower shall deliver to the Agent at or prior to the time of each prepayment pursuant to this subsection (f) a certificate executed by the chief financial officer of the Borrower setting forth, in a form acceptable to the Agent, a reasonably detailed calculation of the amount of such prepayment.
(g) On the date of each repayment or prepayment of Loans pursuant to this Section, the Borrower shall pay interest accrued on the principal amount repaid or prepaid to the day of repayment or prepayment. The repayments and prepayments of the Loans required by the respective subsections of this Section and the optional prepayments permitted by Section 2.09 are separate and cumulative, so that any one such repayment or prepayment shall reduce any other repayment or prepayment only as and to the extent specified in subsection (i) of this Section.
(h) Prior to the date of each mandatory repayment or prepayment pursuant to this Section, the Borrower shall, by notice to the Agent given not later than 12:00 P.M. (New York City time) on the third Euro-Dollar Business Day prior to the date of such repayment or prepayment, select which outstanding Borrowings of the required Class are to be repaid or prepaid (in accordance with subsection (i) of this Section, if applicable); provided that the Borrower shall not elect to prepay any Euro-Dollar Borrowing if a Base Rate Borrowing of the required Class is outstanding. Upon receipt of such notice, the Agent shall promptly notify each Lender of the contents thereof and of such Lender's ratable share of such prepayment, and such notice shall not thereafter be revocable by the Borrower. Each such repayment or prepayment shall be applied to repay or prepay ratably the respective Loans included in the Borrowings so selected.
(i) Any mandatory prepayment of the Term Loans pursuant to subsection (e) or (f) of this Section shall be applied to reduce the remaining scheduled repayments of the Term Loans pursuant to subsection (a) of this Section pro rata, except Collateral Agreement as provided in clause (iii) of Section 5.11(a) with respect to a Debt Prepayment Event. Any optional prepayment of the Term Loans pursuant to Section 2.09 shall be applied, first, to reduce the scheduled repayments of the Term Loans pursuant to subsection (a) of this Section that are scheduled to be due during the 12-month period following the date of such prepayment, pro rata, and, second, to reduce the remaining scheduled repayments of the Term Loans pursuant to subsection (a) of this Section, pro rata.
(j) Each Swingline Loan shall mature, and the principal amount thereof shall be due and payable, together with accrued interest thereon, on the last day of the Interest Period applicable to such Swingline Loan.
(k) Notwithstanding any other provisions of this Section, no mandatory prepayment of the Term Loans shall be required pursuant to subsection (e) or (f) of this Section after the Trigger Date so long as the Debt Coverage Ratio remains 2.50:1.00 or less (excluding up to 15 days during each fiscal quarter2.21(k).
Appears in 1 contract
Samples: Parity Debt Credit Agreement (Star Gas Partners Lp)
Mandatory Repayments and Prepayments. (a) On the Conversion Date, all Revolving Credit Borrowings not converted into Term Loans pursuant to Section 2.01(b) shall be due and payable to the extent not previously paid.
(b) Subject to adjustment as provided in subsection (iSection 2.11(f) of this Sectionand Section 2.12(b), on each date specified below the Borrower shall repay the Term Loans and reduce the Letter of Credit Exposure in quarterly installments, commencing on December 31, 2006, and continuing on the last day of every third calendar month thereafter through September 30, 2008 (the due date of each such installment being called a "Repayment Date"); provided, that notwithstanding anything to the contrary contained in this Agreement, in no event shall the aggregate amount of outstanding Indebtedness under this Facility be less than $2,000,000 at any time unless the Facility Obligations are simultaneously paid in full in cash and the Commitments under this Facility are terminated in full. The amount of any such installment payable on a Repayment Date shall, subject to the proviso in the aggregate preceding sentence, be the amount, if any, necessary (after giving effect to any reductions on account of the expiration after the Conversion Date of any Letters of Credit) to reduce the sum of (i) the aggregate principal amount of the Term Loans outstanding immediately after the Conversion Date and (ii) the Letter of Credit Exposure outstanding immediately after the Conversion Date by an aggregate percentage of such sum equal to the percentage set forth under the caption "Amount" opposite such dateRepayment Date below: Date Amount ------------------ ----------- December 31, 2006 12.5% March 31, 2007 25.0% June 30, 2007 37.5% September 30, 1999 $17,500,000 2007 50.0% December 31, 2007 62.5% March 31, 2000 17,500,000 2008 75.0% June 30, 2008 87.5% September 30, 2000 17,500,000 March 31, 2001 17,500,000 2008 100.0% On the Repayment Date that is September 30, 2001 17,500,000 March 312008, 2002 17,500,000 September 30, 2002 17,500,000 March 31, 2003 17,500,000 September 30, 2003 35,000,000 March 31, 2004 62,500,000 Maturity Date 62,500,000the Borrower shall repay the remaining principal and interest owing on all outstanding Term Loans and fully cash collateralize any then existing Letter of Credit Exposure. All payments under this paragraph (c) shall be applied
(bI) Any first, to repay any outstanding Term Loans outstanding on and (II) second, after the Maturity Date Term Loans have been paid in full, to reduce the Letter of Credit Exposure. Any such payments so applied to reduce the Letter of Credit Exposure shall be due and payable on such date, together deposited with accrued interest thereonthe Administrative Agent pursuant to the Cash Collateral Agreement as provided in Section 2.21(j).
(c) Any Revolving Loans If at any time the Borrower or any of the Restricted Subsidiaries disposes of property or such property shall be damaged, destroyed or taken in eminent domain or there shall be title insurance proceeds with respect to such property, in any such case, with the result that there are Excess Proceeds, and Swingline Loans the Borrower does not apply such Excess Proceeds in the manner described in Section 6.07(c)(iii)(B)(I), the Borrower shall prepay, upon notice as provided in paragraph (e) of this Section 2.11 (which notice shall be given not later than 180 days after the date of such sale of property), a principal amount of the outstanding Facility Obligations equal to the amount of such remaining Excess Proceeds allocable to the Facility Obligations, determined by allocating such remaining Excess Proceeds pro rata among the Lenders, the lenders under the Working Capital and Acquisition Facility Credit Agreement and the holders of other Parity Debt, if any, outstanding on the Termination Date date such prepayment is to be made, according to the aggregate then unpaid principal amounts of the Facility Obligations, the Facilities Obligations and other Parity Debt (and the Make Whole Amount on the principal amount of the Mortgage Notes to be prepaid) in accordance with the allocation method set forth in Section 4(d)(ii) of the Intercreditor Agreement. For purposes of this Section 2.11, the "aggregate then unpaid principal amount of the Facilities Obligations" shall be due equal the sum of (A) the aggregate principal amount of the outstanding Loans (as defined in the Working Capital and payable on such dateAcquisition Facility Credit Agreement), together with accrued interest thereon(B) the Letter of Credit Exposure (as defined in the Working Capital and Acquisition Facility Credit Agreement), and (C) the maximum aggregate amount of the unused Tranche A Revolving Credit Commitments (as defined in the Working Capital and Acquisition Facility Credit Agreement).
(d) In the event and on each occasion that the sum damage, destruction or a taking shall occur in respect of all or a portion of the Letter of Credit Exposure plus the aggregate outstanding principal amount properties subject to any of the Revolving Loans Collateral Documents, or there shall be proceeds under title insurance policies with respect to any real property, all Net Insurance Proceeds (as defined in the Mortgage), self-insurance amounts, Net Awards (as defined in the Mortgage) or title insurance proceeds which, as of any date, shall not theretofore have been applied to the cost of Restoration (as defined in the Mortgage) shall be deemed to be proceeds of property disposed of voluntarily, shall be subject to the provisions of Section 6.07(c) and, if subdivision (iii)(B)(I) of Section 6.07(c) is applicable thereto, shall be subject to the prepayment provisions of paragraph (c) of this Section 2.11; provided, that, if any such event or circumstances (individually or together with all other related events and circumstances) shall result in proceeds of more than $25,000,000 in the Swingline Loans exceeds the lesser of the Borrowing Base or the sum of the Revolving Loan Commitmentsaggregate, the Borrower shall forthwith prepay Revolving Loans not apply such proceeds to replacement or Swingline Loans (or, if no Revolving Loans other assets or Swingline Loans are outstanding, provide cash collateral in respect undertake any Restoration without the prior written consent of the Letter of Credit PAGE Exposure pursuant to Section 2.13(k) and thereupon such cash shall be deemed to reduce the Letter of Credit Exposure by an equivalent amount solely for purposes of this subsection) in an amount equal to such excessRequired Lenders.
(e) Subject to subsection (k) below, in the event and on each occasion after the Effective Date that a Prepayment Event occurs, the Borrower shall, promptly following (and in any event not later than the Domestic Business Day next following) the receipt of Net Cash Proceeds in respect of such Prepayment Event, prepay Term Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds, in the case of an Asset Sale Prepayment Event or Debt Prepayment Event, or the applicable Equity Prepayment Percentage of such Net Cash Proceeds, in the case of an Equity Prepayment Event; provided that no such prepayment shall be required in an aggregate principal amount less than $1,000,000 and any receipt of Net Cash Proceeds that would otherwise result in prepayment of a lesser amount shall cumulate until the aggregate amount of Net Cash Proceeds from Prepayment Events received and not yet applied hereunder equals or exceeds $1,000,000, at which time such prepayment shall be made.
(f) Subject to subsection (k) below, as promptly as practicable but in any event within 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on the Saturday closest to January 31, 1998, the Borrower shall prepay Term Loans in an aggregate principal amount equal to the Excess Cash Flow with respect to such fiscal year multiplied by (i) 100%, if the Debt Coverage Ratio as of the last day of such fiscal year was greater than or equal to 4.00:1, (ii) 75%, if the Debt Coverage Ratio as of the last day of such fiscal year was less than 4.00:1 but greater than or equal to 3.00:1 and (iii) 50%, if the Debt Coverage Rate as of the last day of such fiscal year was less than 3.00:1 but greater than or equal to 2.00:1; provided that no prepayment shall be required pursuant to this subsection (f) with respect to the Excess Cash Flow for any fiscal year if the Debt Coverage Ratio as of the last day of such fiscal year was less than 2.00:
1. The Borrower shall deliver to will give the Administrative Agent at or prior to the time irrevocable written notice of each prepayment pursuant to this subsection under paragraph (fc) a certificate executed by the chief financial officer of the Borrower setting forth, in a form acceptable to the Agent, a reasonably detailed calculation of the amount of such prepayment.
or (gd) On the date of each repayment or prepayment of Loans pursuant to this Section, the Borrower shall pay interest accrued on the principal amount repaid or prepaid to the day of repayment or prepayment. The repayments and prepayments of the Loans required by the respective subsections of this Section 2.11 not less than 10 days and the optional prepayments permitted by Section 2.09 are separate and cumulative, so that any one such repayment or prepayment shall reduce any other repayment or prepayment only as and to the extent specified in subsection (i) of this Section.
(h) Prior to the date of each mandatory repayment or prepayment pursuant to this Section, the Borrower shall, by notice to the Agent given not later more than 12:00 P.M. (New York City time) on the third Euro-Dollar Business Day 30 days prior to the date of such repayment or prepayment, select which outstanding Borrowings of the required Class are to be repaid or prepaid (in accordance with subsection (i) of this Section, if applicable); provided that the Borrower shall not elect to prepay any Euro-Dollar Borrowing if a Base Rate Borrowing of the required Class is outstanding. Upon receipt of such notice, the Agent shall promptly notify each Lender of the contents thereof and of such Lender's ratable share of fixed for such prepayment, and in each case specifying such notice shall not thereafter be revocable by prepayment date, the Borrower. Each such repayment or prepayment shall be applied to repay or prepay ratably the respective Loans included in the Borrowings so selected.
(i) Any mandatory prepayment aggregate principal amount of the Term Loans pursuant Facility Obligations to subsection (e) or (f) of this Section shall be applied to reduce prepaid, the remaining scheduled repayments aggregate principal amount of the Term Loans pursuant to subsection (a) of this Section pro rata, except as provided in clause (iii) of Section 5.11(a) with respect to a Debt Prepayment Event. Any optional prepayment of the Term Loans pursuant to Section 2.09 shall be applied, first, to reduce the scheduled repayments of the Term Loans pursuant to subsection (a) of this Section that are scheduled Facilities Obligations to be due during the 12-month period following the date of such prepayment, pro rata, and, second, to reduce the remaining scheduled repayments of the Term Loans pursuant to subsection (a) of this Section, pro rata.
(j) Each Swingline Loan shall mature, prepaid and the principal amount thereof shall of each issue of Parity Debt to be due prepaid and payable, together with accrued interest thereon, on the last day of the Interest Period applicable to paragraph under which such Swingline Loan.
(k) Notwithstanding any other provisions of this Section, no mandatory prepayment of the Term Loans shall be required pursuant to subsection (e) or (f) of this Section after the Trigger Date so long as the Debt Coverage Ratio remains 2.50:1.00 or less (excluding up to 15 days during each fiscal quarter).is to
Appears in 1 contract
Samples: Parity Debt Credit Agreement (Star Gas Partners Lp)
