Mandatory Repayments. (a) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date) and (II) the aggregate amount of all Letter of Credit Outstandings exceeds the lesser of the Borrowing Base Amount and the Total Revolving Loan Commitment at such time, the Borrower shall prepay on such day the principal of Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Lender and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 2 contracts

Samples: Credit Agreement (First Horizon Pharmaceutical Corp), Credit Agreement (First Horizon Pharmaceutical Corp)

Mandatory Repayments. (a) On If on any ~~day on which~~ date the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (IIIII) the aggregate amount of all Letter of Credit Outstandings (or the Dollar Equivalent thereof), exceeds ~~the lesser of the Borrowing Base Amount and~~ the Total Revolving Loan Commitment at such time, then the Borrower shall prepay on such ~~day~~ date the principal of outstanding Swingline Loans (without a reduction to the Total Revolving Loan Commitment) and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans (without a reduction to the Total Revolving Loan Commitment), in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings (or the Dollar Equivalent thereof) exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all ~~obligations~~ Obligations of the Borrower to the Issuing ~~Lender~~ Lenders and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) ~~In addition~~ The Borrower shall repay to ~~any other mandatory repayments pursuant to this Section 4.2,~~ the Administrative Agent for the ratable account of the Revolving Credit Lenders on ~~each date on or after~~ the ~~Initial Borrowing~~ Maturity Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate ~~during any fiscal year~~ principal amount of ~~the Borrower of such capital contribution or sale or issuance of equity shall first be applied~~ all outstanding Revolving Loans outstanding on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiarydate. (c) ~~In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after~~ The Borrower shall repay the ~~Initial Borrowing Date upon which the Borrower or any~~ aggregate principal amount of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect Swingline Loans on the ~~Effective Date), the Net Debt Proceeds~~ earlier to occur of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) ~~repayments of Eurodollar Loans pursuant to this Section 4.2 may only be~~ the date that is five (5) Business Days after such Swingline Loan is made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) ~~unless~~ the ~~Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs~~Maturity Date.

Appears in 2 contracts

Samples: Credit Agreement (PPL Energy Supply LLC), Credit Agreement (Talen Energy Holdings, Inc.)

Mandatory Repayments. (a) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (IIIII) the aggregate amount of all Letter of Credit ~~Outstandings~~ Outstandings, exceeds ~~the lesser of the Borrowing Base Amount and~~ the Total Revolving Loan Commitment at such time, the Borrower shall prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving ~~Loans~~ Loans, in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or ~~Cash Equivalents~~ Permitted Investments equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or ~~Cash Equivalents~~ Permitted Investments to be held as security for all ~~obligations~~ Obligations of the Borrower to the Issuing ~~Lender~~ Lenders and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, (x) on each ~~date on or after~~ Quarterly Payment Date, beginning with the ~~Initial Borrowing~~ Quarterly Payment Date ~~upon which~~ occurring in September, 2010, the Borrower or shall be required to repay that principal amount of Term Loans, to the extent then outstanding, as is equal to ¼ of 1% of the aggregate initial principal amounts of all Term Loans theretofore borrowed by the Borrower pursuant to Section 2.01 of this Agreement (without double counting any ~~of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity~~B-2 Term Loans converted into B-1 Term Loans), and (y) on the Term Loan Maturity Date (with the Term Loan Maturity Date and each Quarterly Payment Date described in preceding clause (x), each a “Scheduled Term Loan Repayment Date”), the ~~Net Equity Proceeds~~ Borrower shall be required to repay in ~~excess~~ full the entire principal amount of ~~$3,000,000~~ Term Loans then outstanding (with each such repayment pursuant to this Section 5.02(b), as the same may be reduced as provided in ~~the aggregate during any fiscal year of the Borrower of such capital contribution~~ Section 5.01(a), 5.01(b) or ~~sale or issuance of equity~~ 5.02(h), a “Scheduled Term Loan Repayment”). All repayments pursuant to this clause (b) shall ~~first~~ be applied ~~on such date~~ to repay outstanding B-1 Term Loans, as ~~a mandatory repayment of principal of~~ all theretofore outstanding B-2 Term Loans ~~(as defined in the First Horizon International Financing documents) (up~~ shall have been required to ~~a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding~~ be converted into B-1 Term Loans in accordance with Section 2.01 hereof prior to the ~~requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding~~ initial Scheduled Term ~~Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~Loan Repayment Date. (c) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, on each date on or after the Initial Borrowing Date upon which ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any issuance or incurrence by ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries of Indebtedness ~~for borrowed money~~ (other than Indebtedness ~~for borrowed money~~ permitted to be incurred pursuant to Section ~~9.4 as in effect on the Effective Date~~11.01, except that Indebtedness incurred pursuant to clause (B) of Section 11.01(i) shall not be excluded pursuant to this parenthetical), an amount equal to 100% of the Net ~~Debt~~ Cash Proceeds of the respective incurrence of Indebtedness shall ~~first~~ be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~5.02(g) and (h)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~. (d) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, on each date on or after the ~~Initial Borrowing~~ Effective Date upon which ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any Asset ~~Sale~~Sale or Recovery Event, an amount equal to 100% of the Net ~~Sale~~ Cash Proceeds therefrom shall ~~first~~ be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~5.02(g) and (h)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~; provided, however, that ~~with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the~~ such Net ~~Sale~~ Cash Proceeds ~~therefrom~~ shall not be required to be so applied on such date so long as no ~~Default and no~~ Event of Default then ~~exits~~ exists and such Net ~~Sale~~ Cash Proceeds shall be used to purchase assets ~~(other than working capital)~~ used or to be used in the businesses permitted pursuant to Section ~~9.15~~ 11.03(b) within 90 540 days following the date of such Asset ~~Sale~~Sale or Recovery Event, and provided further, that if all or any portion of such Net ~~Sale~~ Cash Proceeds not required to be so applied as provided above in this Section ~~4.2(d~~5.02(d) are not so reinvested within such 90540-day period (or such earlier date, if any, as ~~the Borrower~~ Holdings or the relevant ~~Domestic~~ Subsidiary determines not to reinvest the Net ~~Sale~~ Cash Proceeds from such Asset Sale ~~as set forth above), such remaining portion shall be applied on the last day of such period (~~or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section ~~4.2(e~~5.02(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 5.02, on each Excess Cash Payment Date, an amount equal to 50% of the Excess Cash Flow for the related Excess Cash Payment Period shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h); provided, however, so long as no Event of Default then exists and if the Total Leverage Ratio as of the last day of the respective Excess Cash Payment Period is less than or equal to 1.25:1.00 (but greater than 0.75:1.00), the foregoing percentage shall be reduced to 25% for the respective Excess Cash Payment Period; provided further that so long as no Event of Default then exists and is continuing and if the Total Leverage Ratio as of the last day of the respective Excess Cash Payment Period is less than or equal to 0.75:1.00, the foregoing percentage shall be reduced to 0% for the respective Excess Cash Payment Period. (f) In addition to any other mandatory ~~prepayments~~ repayments pursuant to this Section ~~4.2~~5.02, on ~~March 31~~ each date on or after the Effective Date and on or prior to the Merger Closing Date upon which Holdings receives any cash proceeds from the sale or issuance of ~~each year, beginning March 31, 2004~~its Equity Interests, an amount equal to 75100% of ~~Excess~~ the Net Cash ~~Flow~~ Proceeds of ~~the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year~~ such sale or issuance of ~~the Borrower~~ Equity Interests shall be ~~first~~ applied on such date as a mandatory repayment ~~of principal of outstanding Loans~~ and/or commitment reduction in accordance with the requirements of Sections ~~4.2(g~~5.02(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) ~~Notwithstanding anything in Section 4.2(b), (c~~Each amount required to be applied pursuant to Sections 5.02(c), (d), (e) and (ef) in accordance with this Section 5.02(g) shall be applied (i) first, if on or prior to the ~~contrary~~Merger Closing Date, ~~so long as no Event~~ to reduce (on a dollar for dollar basis) the Total B-2 Term Loan Commitment, (ii) second, if on or prior to the Merger Closing Date, and if the Total B-2 Term Loan Commitment has been terminated, to reduce (on a dollar for dollar basis) the Total B-1 Term Loan Commitment, (iii) third, to the extent in excess of ~~Default or Default shall have occurred and be continuing,~~ the ~~Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable,~~ amounts required to be applied ~~first~~ pursuant to the preceding clauses (i) and (ii), to repay the outstanding ~~Loans hereunder and any remainder to~~ principal amount of Term Loans and ~~upon~~ (iv) fourth, to the ~~consent~~ extent in excess of the ~~Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans~~ amounts required to be applied pursuant to ~~Section 4.2(b~~preceding clauses (i) through (iii), inclusive, to repay the outstanding principal amount of Revolving Loans and/or Swingline Loans (cto the extent then outstanding). The amount of each principal repayment of outstanding principal of Term Loans made as required by Sections 5.02(c), (d), (e) and (f) shall be applied (i) pro rata to the then outstanding Term Loans of the Lenders; provided that any payments required pursuant to Section 5.02(c) and (f) prior to the B-1 Conversion Date shall be required to be applied (x) first, to then outstanding principal of B-2 Term Loans until they are paid in full and (y) second, to the extent in excess thereof, to repay then outstanding principal of B-1 Term Loans, and (ii) to reduce the then remaining Scheduled Term Loan Repayments on a pro rata basis (based upon the then remaining principal amounts of the Scheduled Term Loan Repayments after giving effect to all prior reductions thereto). Notwithstanding the foregoing priorities, with respect to not more than $200,000,000 aggregate principal amount of Permitted Refinancing Indebtedness incurred pursuant to Section 11.01(i)(B), the Lead Arrangers may (in their sole discretion) at the request of the Borrower allow the utilization of same as contemplated by clause (y) of the proviso to Section 11.01(i) before requiring that such amounts be applied as otherwise required pursuant to the two preceding sentences of this Section 5.02(g). (h) ~~After an Event~~ All repayments of ~~Default shall have occurred and be continuing,~~ the ~~Administrative Agent shall have the right to designate which loans (Term~~ Loans ~~or Loans)~~ of a given Tranche required by this Section 5.02 shall be ~~repaid in its sole discretion~~made on a pro rata basis to the Lenders of such Tranche of Loans (based upon their respective relative outstanding principal amounts of such Loans). With respect to each repayment of Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~5.02, the Borrower may designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section ~~4.2~~ 5.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans of the respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respective Tranche have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing ~~Amount~~Amount applicable thereto, such Borrowing shall be automatically converted into a Borrowing of Base Rate ~~Loans~~Loans on the last day of the Interest Period then applicable thereto unless otherwise repaid at or prior to the end of the Interest Period then in effect; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, (i) all then outstanding ~~Revolving~~ Loans of a respective Tranche (other than Swingline Loans) shall be repaid in full on the respective Maturity Date for such Tranche of Loans, (ii) outstanding Swingline Loans shall be repaid in full on the ~~Revolving Loan Maturity~~ earlier of (x) the tenth Business Day following the date of the incurrence of such Swingline Loans (unless otherwise agreed by the Swingline Lender) and (y) the Swingline Expiry Date and (iiiii) ~~unless the Required Lenders otherwise agree in writing,~~ all then outstanding Loans shall be repaid in full on the date on which the repayment of the Loans is accelerated pursuant to Section 12. (j) If any RL Lender becomes a ~~Change~~ Defaulting Lender at any time that any Letter of ~~Control occurs~~Credit issued by any Issuing Lender is outstanding, the Borrower shall enter into the applicable Letter of Credit Back-Stop Arrangements with such Issuing Lender no later than 10 Business Days after the date such RL Lender becomes a Defaulting Lender.

Appears in 2 contracts

Samples: Credit Agreement (CF Industries Holdings, Inc.), Credit Agreement (CF Industries Holdings, Inc.)

Appears in 2 contracts

Samples: Credit Agreement (Alpine Group Inc /De/), Credit Agreement (Alpine Group Inc /De/)

Mandatory Repayments. (ai) ~~On any day~~ Borrower unconditionally and irrevocably promises to pay to the Administrative Agent for deposit into the Debt Service Account, and for the ratable account of each Term Lender, on ~~which~~ the ~~sum~~ First Repayment Date and on each Payment Date thereafter, an amount equal to one and one-half percent (1.5%) of ~~(I)~~ the ~~aggregate outstanding principal amount of all Revolving~~ Term Loan Commitments, pro rata among the Tranche A Term Loans and the Tranche B Term Loans (~~after giving effect to all other repayments thereof on~~ each such ~~date) and (II)~~ payment, a “Scheduled Installment”). Notwithstanding the ~~aggregate amount of all Letter of Credit Outstandings exceeds~~ foregoing, the ~~lesser~~ final Scheduled Installment of the ~~Borrowing Base Amount and~~ Term Loans on the ~~Total Revolving~~ Term Loan ~~Commitment at such time, the Borrower~~ Maturity Date shall ~~prepay on such day the principal of Revolving Loans~~ in any event be in an amount equal to the aggregate principal amount of all Term Loans outstanding on such ~~excess. If, after giving effect~~ date. (ii) In addition to the ~~prepayment of all outstanding Revolving Loans~~Scheduled Installments, on the ~~aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time~~First Repayment Date and on each Payment Date thereafter, ~~the~~ Borrower shall pay to the Administrative Agent amounts equal to the Cash Sweep Payment and the Profit Sharing Payment, if any, for application by the Administrative Agent to the outstanding balance of the Term Loans ratably in inverse order of maturity. (iii) In addition to the Scheduled Installments, if at any time the ~~Payment Office~~ LC Fronting Bank or the Administrative Agent (as nominee for the LC Fronting Bank) holds any Bank Bonds, (A) on the date that such ~~day~~ Bank Bonds are remarketed pursuant to the Bond Indenture and the Remarketing Agreement, Borrower shall pay, or cause to be paid, to the Administrative Agent for the ratable account of each LC Lender, an amount equal to such remarketing proceeds, (B) commencing on the first Payment Date following the date on which such Bank Bonds became Bank Bonds, Borrower shall pay to the Administrative Agent for the ratable account of ~~cash and/or Cash Equivalents~~ each LC Lender, the amount required to be paid pursuant to priority SIXTH in Section 4.2(b) of the Disbursement Agreement and upon such payment Borrower shall have purchased Bank Bonds having a principal amount outstanding equal to the amount of such ~~excess~~ payment and such Bank Bonds shall thereafter be Company Bonds, (up C) on the date that Borrower redeems, or is required to redeem pursuant to the Reimbursement Agreement or the Bond Indenture, any such Bank Bonds, Borrower shall pay, or cause to be paid, to the Administrative Agent, the principal amount of the Bank Bonds required to be redeemed, (D) on the maturity date of such Bank Bonds, Borrower shall pay, or cause to be paid, to the Administrative Agent, the principal amount of such Bank Bonds, and (E) on the Expiry Date of the Letter of Credit, Borrower shall pay, or cause to be paid, to the Administrative Agent, the principal amount of such Bank Bonds. To the extent that the LC Fronting Bank shall have received a ~~maximum~~ principal payment in respect of a Bank Bond, such payment shall be for the benefit of the LC Lenders and shall reduce Borrower’s obligations under this Section 2.8(a)(iii). (iv) Commencing with the Payment Date following the date on which the Term Loans are fully repaid, and on each Payment Date thereafter until the earlier to occur of (A) the Term Loan Maturity Date and (B) the date the amount in the LC Sinking Fund Account is equal to the Stated Amount of the Letter of Credit, Borrower shall pay to the Administrative Agent for deposit into the LC Sinking Fund Account an amount equal to 30% of Borrower’s Excess Cash Flow as of the end of such fiscal quarter (the “Sinking Fund Payments”) until the amount in the LC Sinking Fund Account is equal to the Stated Amount of the Letter of ~~Credit Outstandings~~ Credit. (v) Borrower unconditionally and irrevocably promises to pay to the Administrative Agent for the account of each Working Capital Lender the aggregate outstanding principal amount of the Working Capital Loans on the Working Capital Loan Termination Date. (vi) If at any time the Borrowing Base Certificate demonstrates that the outstanding principal amount of the Working Capital Loans exceeds the Borrowing Base, Borrower shall, concurrently with the delivery of the Borrowing Base Certificate, prepay the Working Capital Loans to the extent necessary to eliminate such ~~time~~excess. (vii) All cash proceeds received by Borrower, a Borrower Partner or any Affiliate of Borrower as a result of (A) any amendment or termination of any Project Document or (B) the sale of any asset of Borrower (other than the sales permitted by Section 5.2(b), ~~such cash and/or Cash Equivalents to~~ the proceeds of which shall be ~~held as security for all obligations~~ applied in accordance with Section 5.2(b)), in either case without the prior written consent of the ~~Borrower~~ Majority Lenders, will immediately be paid to the ~~Issuing Lender~~ Administrative Agent and applied as prepayments of the Loans and the ~~Lenders hereunder~~ LC Borrowings, on a pro rata basis. (viii) Borrower shall immediately prepay in ~~a cash collateral account~~ full the Loans, the LC Borrowings and all other amounts then outstanding under the Financing Documents: (A) in the event that substantially all of the fixtures, buildings and other property included in the Project are completely destroyed by casualty or are condemned, or in the event that Net Insurance Proceeds (together with such other funds as may be available to ~~be established by~~ Borrower for the purposes of repairing the Project) are insufficient in the reasonable judgment of the Administrative Agent, in consultation with the Engineer, to pay for the repair of any casualty to the Project substantially to the pre-casualty condition of the Project prior to the expiration of the benefits of any business interruption insurance (in which case no prepayment fee will be payable to the Administrative Agent for the benefit of the Lenders); or (B) in the event that the interests of Borrower in the Project are sold or otherwise transferred or Panda Ethanol, Inc. (i) ceases to be the majority direct or indirect owner of Borrower; or (ii) no longer has management control over Borrower, in any case without the Majority Lenders’ prior written consent (in which case Borrower will pay to the Administrative Agent for the benefit of the Lenders the prepayment fee calculated in accordance with Section 2.8(c), if any). (bix) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 Any and all monies held in the ~~aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity~~ Distribution Reserve Account shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a ~~mandatory repayment~~ prepayment of ~~principal of outstanding~~ the Term Loans ~~(as defined in the First Horizon International Financing documents) (up~~ if Restricted Payments have not been allowed to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiarybe made for twelve consecutive months; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default is not then occurring, only those monies that have been held in the Distribution Reserve Account for twelve consecutive months shall ~~have occurred and~~ be ~~continuing,~~ applied as a prepayment of the ~~Administrative Agent shall have the right to designate which loans (~~Term Loans ~~or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2~~and the LC Borrowings, ~~so long as~~ or, if no ~~Event of Default shall have occurred~~ LC Borrowing is then outstanding and ~~be continuing,~~ the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Term Loans have been paid in full~~; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to~~ , then such ~~Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing~~ monies shall be ~~automatically converted~~ deposited into ~~a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In~~ the ~~absence of a designation by~~ LC Sinking Fund Account until the ~~Borrower as described~~ amount in the ~~preceding sentence, the Administrative Agent shall, subject~~ LC Sinking Fund Account is equal to the ~~above, make such designation in its sole discretion~~Stated Amount of the Letter of Credit. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 1 contract

Samples: Financing Agreement (Panda Ethanol, Inc.)

Mandatory Repayments. (a) ~~On any day~~ Borrowers shall repay all outstanding Loans on the earliest to occur of: (i) the Maturity Date, (ii) a Change of Control, and (iii) the date on which Borrowers terminate the ~~sum of~~ Commitments pursuant to Section 2.6. (Ib) Borrowers shall immediately prepay: (i) Tranche A Loans to the extent that the aggregate outstanding principal amount of ~~all Revolving~~ Tranche A Loans exceeds the Collateral Value of the Tranche A Borrowing Base, (~~after giving effect~~ ii) Tranche B Loans to ~~all other repayments thereof on such date~~the extent that the aggregate outstanding principal amount of Tranche B Loans exceeds the Collateral Value of the Tranche B Borrowing Base, (iii) Tranche C Loans to the extent that the aggregate outstanding principal amount of Tranche C Loans exceeds the Collateral Value of the Tranche C Borrowing Base, (iv) Tranche D Loans to the extent that the aggregate outstanding principal amount of Tranche D Loans exceeds the Collateral Value of the Tranche D Borrowing Base, and (IIv) Swing-Line Loans to the extent that the aggregate principal amount of ~~all Letter of Credit Outstandings~~ Warehouse Loans and Swing- Line Loans exceeds the ~~lesser~~ Collateral Value of the Borrowing Base Amount and the Total Revolving Loan Commitment at such time, the Borrower shall prepay on such day the principal of Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Lender and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic SubsidiaryBase. (c) ~~In addition to~~ Notwithstanding any other ~~mandatory repayments pursuant~~ provision of this Agreement, Agent shall not be required to ~~this~~ accept or to continue to hold as security for repayment of Borrowings under Section ~~4.2, on each date on or after~~ 4.3 any Mortgage Loans which have aged more than the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds length of the ~~respective incurrence~~ Warehouse Period (provided, however, Mortgage Loans in an aggregate principal amount equal to up to ten percent (10%) of ~~Indebtedness~~ all Borrowings outstanding may remain in the warehouse for up to one hundred twenty (120) days) and Borrowers, upon request of Agent, shall ~~first be applied on~~ immediately repay to Lenders any Borrowings made with respect to such ~~date~~ Mortgage Loans, together with all accrued and unpaid interest thereon. If Agent continues to hold as ~~a mandatory~~ security for repayment of ~~principal of outstanding Term~~ such Borrowings any Mortgage Loans which have aged more than the Warehouse Period, such Mortgage Loans shall have no value for Borrowing Base Purposes. Mortgage Loans held by Agent for more than sixty (~~as defined~~ 60) days (thirty (30) days in the ~~First Horizon International Financing documents~~case of Mortgage Loans funded with Tranche D Borrowings) ~~(up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder~~ will be "marked-to-market" or as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiarymarket conditions dictate. (d) ~~In addition to any other mandatory repayments pursuant to~~ Each repayment of Loans of a certain Type under this Section ~~4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom~~ 2.7 shall ~~first~~ be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans allocated among Lenders in accordance with the ~~requirements~~ aggregate outstanding principal amounts of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate their respective Loans of ~~cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on~~ such ~~date so long as no Default and no Event of Default then exits and such Net Sale Proceeds~~ Type. Interest shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans payable in accordance with the ~~requirements~~ provisions of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section ~~4.2(e) without regard to the preceding proviso~~2.5. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 1 contract

Samples: Mortgage Warehouse Loan and Security Agreement (Premier Bancshares Inc /Ga)

Mandatory Repayments. (a) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date) ), and (II) the aggregate amount of all Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall prepay on the Business Day immediately following such day the principal of Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall ~~pay to~~ deposit with the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing ~~Lender~~ Banks and the ~~Lenders~~ Banks hereunder in a an interest bearing cash collateral account to be established by at such time with the Administrative Agent. (b) In addition to any other mandatory repayments required pursuant to this Section ~~4.2~~4.02, on the Business Day immediately following each date on or after the ~~Initial Borrowing~~ Effective Date ~~upon which~~ of the ~~Borrower or~~ receipt thereof by PESCO and/or any of its ~~Domestic Subsidiaries receives any~~ Subsidiaries, an amount equal to 100% of the cash proceeds (net of underwriting discounts and commissions and other reasonable transaction costs associated therewith) received by the issuer thereof from ~~any capital contribution or~~ any sale or issuance of preferred or common equity pursuant to any public offering thereof by PESCO and/or any of its ~~equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity~~ Subsidiaries shall ~~first~~ be applied ~~on such date as a mandatory repayment of principal of~~ to prepay outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Revolving Loans~~, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~. (c) In addition to any other mandatory repayments required pursuant to this Section ~~4.2~~4.02, on the Business Day immediately following each date on or after the ~~Initial Borrowing~~ Effective Date ~~upon~~ on which PESCO, Holding and/or the Borrower ~~or any of its Domestic Subsidiaries~~ receives any ~~cash proceeds~~ Net Debt Proceeds from any ~~issuance or~~ incurrence ~~by the Borrower or any~~ of ~~its Domestic Subsidiaries~~ Permitted Subordinated Indebtedness, an amount equal to 100% of ~~Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date),~~ the Net Debt Proceeds of the ~~respective~~ incurrence of such Permitted Subordinated Indebtedness shall ~~first~~ be applied ~~on such date as a mandatory repayment of principal of~~ to prepay outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Revolving Loans~~, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~. (d) In addition to any other mandatory repayments required pursuant to this Section ~~4.2~~4.02, on the Business Day immediately following each date on or after the ~~Initial Borrowing~~ Effective Date ~~upon~~ on which ~~the Borrower or~~ PESCO and/or any of its ~~Domestic~~ Subsidiaries receives any ~~cash proceeds~~ Net Debt Proceeds from any ~~Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment~~ incurrence of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets Funded Debt for borrowed money (other than ~~working capital) used or to be used in the businesses~~ Permitted Subordinated Indebtedness and other than Funded Debt permitted pursuant to Section ~~9.15 within 90 days following the date~~ 9.04) by PESCO and/or any of ~~such Asset Sale~~its Subsidiaries, ~~and provided further, that if all or any portion~~ an amount equal to 100% of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net ~~Sale~~ Debt Proceeds ~~from such Asset Sale as set forth above), such remaining portion~~ of the respective incurrence of Funded Debt shall be applied ~~on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard~~ to ~~the preceding proviso~~prepay outstanding Revolving Loans. (e) In addition to any other mandatory repayments required pursuant to this Section ~~4.2~~4.02, ~~on the~~ within 10 days following each date on or after the ~~Initial Borrowing~~ Effective Date ~~upon~~ on which ~~the Borrower or~~ PESCO and/or any of its ~~Domestic~~ Subsidiaries receives any ~~cash proceeds~~ Net Insurance Proceeds from any Recovery Event, an amount equal to 100% of the Net ~~Recovery Event~~ Insurance Proceeds ~~from~~ of such Recovery Event shall ~~first~~ be applied ~~as a mandatory repayment of principal of~~ to prepay outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Revolving Loans, ~~and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however,~~ provided that (i) so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date exists, to the extent that the Borrower has delivered a certificate to the ~~Administrative Agent~~ Agents on or prior to such date stating that such ~~Net Recovery Event Proceeds~~ proceeds have been used, or shall be ~~used~~ used, to replace or restore any properties or assets in respect of which such ~~Net Recovery Event Proceeds~~ proceeds were paid (which certificate shall set forth the proceeds so expended or the estimates of the proceeds to be so expended, as the case may be), the amount of such proceeds which were used, or to be used, to replace or restore such property or assets shall not be applied to prepay Revolving Loans, (ii) upon completion of such replacement or restoration, the Borrower shall deliver a certificate stating that such replacement or restoration has been completed, the costs therefor and whether there are any cash proceeds in excess of such costs and, if so, the Revolving Loans shall be repaid in an amount equal to such excess, and (iii) if the Borrower has not so used, or committed to so use, all of such proceeds within 180 days following the date of ~~the~~ its receipt of such ~~Net Recovery Event Proceeds (which certificate shall set forth~~ proceeds, the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion Revolving Loans shall be ~~applied~~ repaid on the last day of such period ~~(or~~ by an amount equal to such ~~earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso~~remaining portion. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, ~~(i) all then outstanding Revolving Loans shall be repaid in full~~ on the ~~Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the~~ Business Day immediately following each date on or after the Effective Date on which ~~a Change~~ PESCO and/or any of ~~Control occurs.~~its Subsidiaries receives Net Sale Proceeds from any Material

Appears in 1 contract

Samples: Credit Agreement (Pool Energy Services Co)

Mandatory Repayments. (a) On any day on which the sum of ~~(I)~~ the aggregate outstanding principal amount of ~~all~~ the Revolving Loans, Swingline Loans ~~(after giving effect to all other repayments thereof on such date)~~ and ~~(II)~~ the ~~aggregate amount of all~~ Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full (if no Swingline Loans are outstanding), Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Lender and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Revolving Loans required by this Section ~~4.2, so long as no Event~~ 4.02 (including repayments resulting from the reduction of ~~Default shall have occurred and be continuing~~the Total Revolving Loan Commitment pursuant to Section 3.03), the Borrower may designate the Types of Revolving Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which ~~such Eurodollar Loans were~~ made, ~~provided~~ PROVIDED that: (i) repayments of Eurodollar Loans pursuant to this Section ~~4.2~~ 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing ~~Amount~~Amount applicable thereto, such Borrowing shall be ~~automatically~~ converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of any Revolving Loans made pursuant to a Borrowing shall be applied ~~pro rata~~ PRO RATA among the Lenders which made such Revolving Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (ic) ~~In addition~~ Notwithstanding anything to the contrary contained in this Agreement or in any other ~~mandatory repayments pursuant to this Section 4.2~~Credit Document, (i) all then outstanding Revolving Loans shall be repaid in full on the ~~Revolving Loan~~ Final Maturity ~~Date and~~ Date, (ii) ~~unless the Required Lenders otherwise agree in writing,~~ all then outstanding Loans shall be repaid in full on the date on which a Change of Control ~~occurs~~occurs (unless the Required Lenders otherwise agree in writing) and (iii) all then outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date.

Appears in 1 contract

Samples: Credit Agreement (Information Holdings Inc)

Mandatory Repayments. (ai) On any day on which the sum of ~~(I)~~ the aggregate outstanding principal amount of ~~all~~ the Revolving Loans ~~(after giving effect to all other repayments thereof on such date)~~ offered by Non-Defaulting Banks, Swingline Loans and ~~(II)~~ the ~~aggregate amount of all~~ Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Adjusted Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall prepay on such day ~~the~~ principal of Swingline Loans and, after the Swingline Loans have been repaid in full, Revolving Loans of Non-Defaulting Banks in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving ~~Loans~~Loans of Non-Defaulting Banks, the aggregate amount of the Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall pay to the ~~Administrative~~ Agent at the Payment Office on such ~~day~~ date an amount of cash ~~and/or~~ or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash ~~and/or~~ or Cash Equivalents to be held as security for all obligations of the Borrower to ~~the Issuing Lender and the Lenders~~ Non-Defaulting Banks hereunder in a cash collateral account to be established by the ~~Administrative~~ Agent. (ii) On any day on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan Commitment of such Defaulting Bank, the Borrower shall prepay on such day principal of Revolving Loans of such Defaulting Bank in an amount equal to such excess. (b) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, on each date on or after the ~~Initial Borrowing~~ Effective Date upon which the Borrower or any of its ~~Domestic~~ Subsidiaries receives any ~~cash~~ proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its ~~Domestic~~ Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred ~~pursuant to~~ under Section ~~9.4 as in effect on the Effective Date~~9.05), an amount equal to 100% of the ~~Net Debt Proceeds~~ cash proceeds of the respective incurrence of Indebtedness (net of underwriting or placement discounts and commissions and other reasonable costs associated therewith) shall ~~first~~ be applied as provided in Section 4.02(e). (c) In addition to any other mandatory repayments pursuant to this Section 4.02, on ~~such~~ each date ~~as a mandatory repayment~~ on or after the Effective Date upon which the Borrower or any of ~~principal~~ its Subsidiaries receives proceeds from any sale of ~~outstanding Term Loans~~ assets (~~as defined~~ excluding (i) sales of inventory in the ~~First Horizon International Financing documents~~ordinary course of business, (ii) sales of equipment and related software to customers of the Borrower or any of its Subsidiaries in the ordinary course of business pursuant to the terms of the respective wagering systems equipment contracts or similar contracts to which such Person is a party, (up iii) sales of assets in the ordinary course of business pursuant to ~~a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g~~Section 9.02(i) and (hiv) the sale of the Caliente system pursuant to Section 9.02(viii)), ~~third~~an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied as provided in Section 4.02(e); provided that as long as no Default or Event of Default then exists, ~~any remainder~~ no such mandatory reduction in commitment shall be required to ~~any outstanding Term Loans, and fourth, with~~ the ~~balance, if any, being retained~~ extent that the Borrower has delivered a certificate to the Agent on or prior to such date stating that such proceeds shall be reinvested by the Borrower ~~or applicable Domestic Subsidiary~~and its Subsidiaries within nine months following the date of such sale of assets. (d) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, on within 10 days following each date on or after the ~~Initial Borrowing~~ Effective Date upon which the Borrower or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, an amount equal to 100% of the ~~Net Recovery Event Proceeds from~~ proceeds of such Recovery Event (net of reasonable costs and any taxes incurred in connection with such Recovery Event and any amounts required to be applied (and are applied) to the repayment of any other Indebtedness secured by a prior perfected security interest (to the extent permitted by this Agreement) in the property subject to such Recovery Event) shall ~~first~~ be applied as ~~a mandatory repayment of principal of outstanding Term Loans (as defined~~ provided in ~~the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds~~Section 4.02(e), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; ~~provided, however,~~ provided that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.De-

Appears in 1 contract

Samples: Credit Agreement (Autotote Corp)

Mandatory Repayments. (a) On any day on which the ~~sum of (I) the~~ aggregate -------------------- outstanding principal amount of ~~all~~ Revolving Loans, Swingline Loans ~~(after giving effect to all other repayments thereof on such date)~~ and ~~(II)~~ the ~~aggregate amount of all~~ Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total ~~Revolving Loan~~ Commitment ~~at such time~~as then in effect, the Borrower shall prepay on such day ~~the~~ principal of Swingline Loans and, after all Swingline Loans have been repaid in full, Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total ~~Revolving Loan~~ Commitment ~~at such time~~as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash ~~and/or~~ or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash ~~and/or~~ or Cash Equivalents to be held as security for all obligations of the Borrower ~~to the Issuing Lender and the Lenders~~ hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section ~~4.2~~4.02, on each date ~~on or~~ after the ~~Initial Borrowing~~ Effective Date upon which the Borrower or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any ~~capital contribution or any~~ sale or issuance of its ~~equity~~equity (excluding (i) cash proceeds received from capital contributions to, or equity investments in, any Wholly-Owned Subsidiary of the Borrower or any Subsidiary Guarantor to the extent made by the Borrower or any Subsidiary of the Borrower and (ii) cash proceeds received from sales or issuances of equity to directors or employees of the Borrower or any of its Subsidiaries pursuant to any stock option or other similar incentive plan), an amount equal to 100% of the Net Equity Proceeds ~~in excess of $3,000,000 in the aggregate during any fiscal year~~ of the ~~Borrower of such capital contribution or~~ respective sale or issuance ~~of equity~~ shall ~~first~~ be applied ~~on such date~~ as a mandatory repayment of principal of any Revolving Loans to the extent outstanding ~~Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of~~ at such ~~Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans~~ time in accordance with the requirements of ~~Sections 4.2(g) and (h~~Section 4.02(g)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~. (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section ~~4.2~~4.02, on each date ~~on or~~ after the ~~Initial Borrowing~~ Effective Date upon which the Borrower or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any ~~issuance or~~ incurrence by the Borrower or any of its ~~Domestic~~ Subsidiaries of Indebtedness for borrowed money (~~other than~~ excluding Indebtedness for borrowed money permitted to be incurred pursuant to Section ~~9.4 as in effect on the Effective Date~~9.04), an amount equal to 100% of the Net Debt Proceeds of the respective incurrence of Indebtedness shall ~~first~~ be applied ~~on such date~~ as a mandatory repayment of principal of any Revolving Loans to the extent outstanding ~~Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of~~ at such ~~Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans~~ time in accordance with the requirements of ~~Sections 4.2(g) and (h~~Section 4.02(g)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~. (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section ~~4.2~~4.02, on each date ~~on or~~ after the ~~Initial Borrowing~~ Effective Date upon which the Borrower or any of its ~~Domestic~~ Subsidiaries receives ~~any cash~~ proceeds from any ~~Asset Sale~~sale or other disposition of assets (including capital stock and securities held thereby, but excluding (i) sales or transfers of assets permitted by Sections 9.02(ii), (v), (ix) and (x), (ii) sales or transfers of assets with a fair market value less than (A) $10,000,000 per such sale or disposition (or in a series of related sales or dispositions) and (B) $25,000,000 in the aggregate for all such transfers in any fiscal year and (iii) so long as no Default or Event of Default then exists, sales or transfers of assets the Net Sale Proceeds ~~therefrom shall first be applied on such date as a mandatory repayment~~ of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than which do not exceed $~~500,000 in the aggregate of cash proceeds from Asset Sales~~ 35,000,000 in any fiscal year of the ~~Borrower, the~~ Borrower provided that such Net Sale Proceeds ~~therefrom shall not be required~~ are used to ~~be so applied~~ purchase similar assets within two years following the receipt of such Net Sale Proceeds and (x) the Borrower delivers a certificate to the Agents on or prior to such date ~~so long as no Default and no Event~~ of ~~Default then exits and~~ receipt stating that such Net Sale Proceeds shall be used to purchase similar assets within two years following the date of the receipt of such Net Sale Proceeds (~~other than working capital) used or~~ which certificate shall set forth the estimates of the proceeds to be ~~used in the businesses permitted pursuant to Section 9.15~~ so expended) and (y) within 90 360 days following the date of such ~~Asset Sale~~receipt of Net Sale Proceeds, the Borrower or the applicable Subsidiary has purchased such similar assets or entered into a binding commitment to purchase such similar assets), an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied as a mandatory repayment of principal of any Revolving Loans to the extent outstanding at such time in accor dance with the requirements of Section 4.02(g). To the extent Net Sale Proceeds are not required to be applied pursuant to this Section 4.02(d) as a result of clause (iii) contained in the parenthetical appearing in the first sentence of this Section 4.02(d) and ~~provided further, that if~~ all or any portion of such Net Sale Proceeds ~~not required to be so applied as provided above in this Section 4.2(d)~~ are not so reinvested in like assets within such 90two-~~day~~ year period (or committed to be so reinvested within such ~~earlier date~~360-day period), ~~if any, as~~ then the ~~Borrower or the relevant Domestic Subsidiary determines not to reinvest the~~ remaining portion of such Net Sale Proceeds ~~from such Asset Sale as set forth above), such remaining portion~~ shall be applied on the last day of such applicable period ~~(or such earlier date,~~ as ~~the case may be) as provided above in~~ otherwise required by this Section ~~4.2(d~~4.02(d) (determined without regard to clause (iii) contained in the ~~preceding proviso~~parenthetical appearing in the first sentence of this Section 4.02(d)). (e) In addition to any other mandatory repayments or commitment reductions pursuant to this Section ~~4.2~~4.02, on each Excess Cash Payment Date, so long as Excess Cash Flow for the ~~date on or after~~ relevant Excess Cash Payment Period exceeds $1,000,000, an amount equal to 50% of the ~~Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from~~ Excess Cash Flow for such ~~Recovery Event~~ relevant Excess Cash Payment Period shall ~~first~~ be applied as a mandatory repayment of principal of any Revolving Loans to the extent outstanding ~~Term Loans~~ at such time in accordance with the requirements of Section 4.02(g). (~~as defined~~ f) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, within 10 days following each date after the Effective Date on which the Borrower or any of its Subsidiaries receives any proceeds in ~~the First Horizon International Financing documents) (up~~ excess of $500,000 from any Recovery Event, an amount equal to ~~a maximum amount of 50~~100% of ~~such~~ the Net ~~Recovery Event Proceeds), second, any remainder~~ Insurance Proceeds (and not just the portion in excess of $500,000) shall be applied as a mandatory repayment of principal of any Revolving Loans to the extent outstanding ~~Loans~~ at such time in accordance with the requirements of Sections ~~4.2(g) and (h~~4.02(g)), ~~third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however,~~ provided that so long as no Default or Event -------- of Default then ~~exists and~~ exists, such Net ~~Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event~~ Insurance Proceeds shall not be required to be so applied on such date of receipt to the extent that the Borrower has delivered a certificate to the ~~Administrative Agent~~ Agents on or prior to such date stating that such ~~Net Recovery Event Proceeds~~ proceeds shall be used or shall be committed to be used to replace or restore any properties or assets in respect of which such ~~Net Recovery Event Proceeds~~ proceeds were paid within ~~180 days~~ one year following the date of ~~the~~ receipt of such ~~Net Recovery Event Proceeds~~ proceeds (which certificate shall set forth the ~~estimates~~ esti mates of the ~~Net Recovery Event Proceeds~~ proceeds to be so expended); ) and provided further, that if all or -------- -------- any portion of such Net ~~Recovery Event~~ Insurance Proceeds not required to be so applied to the repayment of Loans pursuant to the preceding proviso are either (A) not so used or committed to be so used within one year after the date of receipt of such proceeds or (B) if committed to be used within one year after the date of receipt of such Net Insurance Proceeds and not so used within ~~180 days~~ two years after the date of ~~the~~ receipt of such ~~Net Recovery Event Proceeds (or~~ proceeds then, in either such ~~earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above)~~case, such remaining portion not used or committed to be used in the case of preceding clause (A) and not used in the case of preceding clause (B) shall be applied on the ~~last day~~ date which is the first anniversary of the date of receipt of such ~~period (or such earlier date, as~~ proceeds in the case ~~may be~~of clause (A) ~~as provided~~ above or the date occurring two years after the date of receipt of such proceeds in ~~this Section 4.2(e~~the case of clause (B) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date above as a mandatory repayment of principal of any Revolving Loans to the extent outstanding ~~Loans~~ at such time in accordance with the requirements of ~~Sections 4.2(g) and (h~~Section 4.02(g), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Revolving Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~4.02, the Borrower may designate the Types of Loans which are to be ~~repaid~~ re paid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which ~~such Eurodollar Loans were~~ made, provided that: (i) repayments of Eurodollar -------- Loans pursuant to this Section ~~4.2 may only~~ 4.02 shall be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing ~~Amount~~Amount applicable thereto, such Borrowing shall be ~~automatically~~ converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of ~~any~~ Loans made pursuant to a Borrowing shall be applied pro rata among such ~~Loans~~Loans of --- ---- all Banks. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 1 contract

Samples: Credit Agreement (Extended Stay America Inc)

Mandatory Repayments. (a) On any day on which the sum of (Ii) the aggregate outstanding principal amount of ~~all~~ the Revolving Loans and Swingline Loans (after giving effect to all other repayments thereof on such date) and (IIii) the ~~aggregate amount of all Letter of Credit Outstandings~~ Aggregate LC Exposure exceeds ~~the lesser of the Borrowing Base Amount and~~ the Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall prepay on such ~~day the~~ date principal of Swingline Loans and to the extent no Swingline Loans are or remain outstanding, Revolving ~~Loans~~ Loans, in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the ~~aggregate amount of the Letter of Credit Outstandings~~ Aggregate LC Exposure exceeds the Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower ~~shall~~ agrees to pay to the ~~Administrative~~ Agent ~~at the Payment Office on such day~~ an amount of in cash and/or Cash Equivalents equal to ~~the amount of~~ such excess (up to ~~a maximum~~ the amount ~~equal to~~ of the ~~Letter of Credit Outstandings~~ Aggregate LC Exposure at such time), ) and the Agent shall hold such ~~cash and/or Cash Equivalents to be held~~ payment as security for ~~all~~ the obligations of the Borrower hereunder pursuant to ~~the Issuing Lender and the Lenders hereunder in~~ a cash collateral ~~account~~ agreement to be ~~established by~~ entered into in form and substance reasonably satisfactory to the ~~Administrative~~ Agent, provided that if the Revolving Loan Commitments shall have been terminated, all other amounts payable hereunder shall have been paid in full and no Default shall have occurred and be continuing, the Agent shall from time to time upon the request of the Borrower return to the Borrower such portion of such amount as the Agent in its sole discretion determines is no longer needed to provide cover for Aggregate LC Exposure and related fees and expenses payable under this Agreement. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section ~~4.2~~2.10, on each date ~~on or after the Initial Borrowing Date upon which~~ set forth below, the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall ~~first~~ be ~~applied on such date as a mandatory repayment of~~ required to repay that principal ~~of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum~~ amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Tranche A Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 2.09(d), 2.10(g) and ~~fourth~~2.11, ~~with the balance~~a "Tranche A Scheduled Repayment," and each such date, ~~if any~~a "Tranche A Scheduled Repayment Date"): Tranche A Scheduled Repayment Date Amount ------------------------ ------ June 30, ~~being retained by the Borrower or applicable Domestic Subsidiary.~~1998 $ 625,000 September 30, 1998 $ 625,000 December 31, 1998 $ 625,000 March 31, 1999 $ 625,000 June 30, 1999 $ 625,000 September 30, 1999 $ 625,000 December 31, 1999 $ 625,000 March 31, 2000 $ 625,000 June 30, 2000 $1,250,000 September 30, 2000 $1,250,000 December 31, 2000 $1,250,000 March 31, 2001 $1,250,000 June 30, 2001 $1,250,000 September 30, 2001 $1,250,000 December 31, 2001 $1,250,000 March 31, 2002 $1,250,000 June 30, 2002 $3,750,000 September 30, 2002 $3,750,000 December 31, 2002 $3,750,000 March 31, 2003 $3,750,000 June 30, 2003 $5,000,000 September 30, 2003 $5,000,000 December 31, 2003 $5,000,000 Tranche A Maturity Date $5,000,000 (c) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~2.10, on each date ~~on or after the Initial Borrowing Date upon which~~ set forth below, the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted shall be required to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of repay that principal ~~of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum~~ amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 2.09(d), 2.10(g) and ~~fourth~~2.11, ~~with the balance~~a "Tranche B Scheduled Repayment," and each such date, ~~if any~~a "Tranche B Scheduled Repayment Date"): Tranche B Scheduled Repayment Date Amount ------------------------ ------ June 30, ~~being retained by the Borrower or applicable Domestic Subsidiary.~~1998 $ 162,500 September 30, 1998 $ 162,500 December 31, 1998 $ 162,500 March 31, 1999 $ 162,500 June 30, 1999 $ 162,500 September 30, 1999 $ 162,500 December 31, 1999 $ 162,500 March 31, 2000 $ 162,500 June 30, 2000 $ 162,500 September 30, 2000 $ 162,500 December 31, 2000 $ 162,500 March 31, 2001 $ 162,500 June 30, 2001 $ 162,500 September 30, 2001 $ 162,500 December 31, 2001 $ 162,500 March 31, 2002 $ 162,500 June 30, 2002 $ 162,500 September 30, 2002 $ 162,500 December 31, 2002 $ 162,500 March 31, 2003 $ 162,500 June 30, 2003 $ 162,500 September 30, 2003 $ 162,500 December 31, 2003 $ 162,500 March 31, 2004 $ 162,500 June 30, 2004 $7,150,000 September 30, 2004 $7,150,000 December 31, 2004 $7,150,000 March 31, 2005 $7,150,000 June 30, 2005 $8,125,000 September 30, 2005 $8,125,000 December 31, 2005 $8,125,000 Tranche B Maturity Date $8,125,000 (d) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~2.10, on each date on or after the ~~Initial Borrowing~~ Effective Date upon which the Borrower or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any ~~Asset Sale~~Repayment Event, an amount equal to the Applicable Repayment Percentage of the Net ~~Sale~~ Cash Proceeds therefrom shall ~~first~~ be applied ~~on such date~~ as a mandatory repayment of principal of ~~outstanding~~ Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~2.10(g) and (h)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~; ~~provided, however,~~ provided that with respect to (i) the disposition of obsolete, unused or unnecessary equipment in the ordinary course of business and (ii) no more than $~~500,000~~ 10,000,000 in the aggregate for any Fiscal Year and $25,000,000 in the aggregate during the term of ~~cash proceeds from~~ this Agreement, in each case, of Net Cash Proceeds received in connection with any Asset ~~Sales~~ Sale (other than pursuant to the immediately preceding clause (i)) (or $100,000,000 in ~~any fiscal year~~ the case of the ~~Borrower~~disposition of certain non-strategic assets described to the Lenders prior to the Effective Date), the Net Cash Proceeds, in each case, therefrom (such Net Cash Proceeds actually received and not used to make repayments described above, the "Retained Asset Sale ~~Proceeds therefrom~~ Proceeds") shall not be required to be so applied on such date ~~so long as~~ to the extent no Default then exists and ~~no Event of Default then exits and~~ the Borrower delivers a certificate to the Agent on or prior to such ~~Net~~ date stating that such Retained Asset Sale Proceeds shall be used (or contractually committed to ~~purchase~~ be used) for reinvestment in other assets ~~(other than working capital) used~~ owned or to be ~~used in~~ owned by the ~~businesses permitted pursuant to Section 9.15~~ Borrower or a Subsidiary of the Borrower within 90 270-days following the date of such Asset ~~Sale, and~~ Sale (which certificate shall set forth the estimates of the proceeds to be so expended) or to make Permitted Acquisitions in compliance with this Agreement; provided further, that if all or any portion of ~~such Net~~ the Retained Asset Sale Proceeds not required to be so applied as provided ~~above~~ in ~~this Section 4.2(d)~~ the preceding proviso are not so ~~reinvested~~ used or contractually committed to be so used within such 90270-day period (or, to the extent contractually committed to be so used, such contact expires or terminates without such ~~earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above~~portion being so used), such remaining portion of the Net Cash Proceeds shall be applied on the last day of such 270-day period (or, to the extent contractually committed to be used on the last day of such 270-day period, on any date thereafter upon which the respective contract expires or terminates without such ~~earlier date,~~ portion being so used) as ~~the case may be)~~ a mandatory repayment of principal of Term Loans as provided above in this Section ~~4.2(d~~2.10(d) (without regard to the ~~preceding proviso~~first proviso herein; (and provided further that any required payment under this Section 2.10 with Net Cash Proceeds arising from assets which are subject to the Existing PS&T Secured Senior Notes Indenture shall be deferred until the provisions of such PS&T Secured Senior Notes Indenture have been complied with and, to the extent any portion of such Net Cash Proceeds shall have been required, pursuant to such provision, to be applied to the redemption of any Existing PST Senior Secured Notes, such required payment under this Section 2.10 shall be reduced by such portion. (e) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~2.10, on each Excess Cash Payment Date, an amount equal to the ~~date on or after~~ Applicable Repayment Percentage of Excess Cash Flow for the ~~Initial Borrowing~~ most recent Excess Cash Flow Period ending prior to such Excess Cash Payment Date ~~upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event~~ shall ~~first~~ be applied as a mandatory repayment of principal of ~~outstanding~~ Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~2.10(g) and (h)~~, third, any remainder~~ . (f) In addition to any ~~outstanding Term Loans~~other mandatory repayments pursuant to this Section 2.10, ~~and fourth, with~~ within 10 days following each date after the ~~balance, if any, being retained by~~ Effective Date on which the Borrower or ~~applicable Domestic Subsidiary~~any of its Subsidiaries receives any Major Casualty Proceeds, an amount equal to 100% of such Major Casualty Proceeds shall be applied as a mandatory repayment of principal of Term Loans in accordance with the requirements of Sections 2.10(g) and (h); ~~provided, however,~~ provided that so long as no Default ~~or Event of Default~~ then ~~exists and~~ exists, such ~~Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event~~ Major Casualty Proceeds shall not be required to be so applied on such date to the extent ~~that~~ the Borrower has delivered a certificate to the ~~Administrative~~ Agent stating that such ~~Net Recovery Event~~ Major Casualty Proceeds shall be ~~used~~ expended or committed to be expended to replace or restore ~~any properties~~ the asset or assets in respect of which such ~~Net Recovery Event Proceeds were paid~~ payment or award was made, or to acquire assets of a type permitted pursuant to Section 5.04, within ~~180~~ 270 days following the date of ~~the~~ receipt of such ~~Net Recovery Event~~ Major Casualty Proceeds. The Major Casualty Proceeds ~~(which certificate~~ not required to be applied as a mandatory repayment of Term Loans as provided in the proviso to the preceding sentence shall ~~set forth~~ be deposited with the ~~estimates~~ Agent in the Collateral Account whereby such Major Casualty Proceeds shall be disbursed to the Borrower from time to time as needed to pay actual costs incurred by it in connection with the replacement or restoration of the ~~Net Recovery Event~~ respective assets, or to acquire assets of a type permitted pursuant to Section 5.04, (subject to reasonable certification requirements as may be established by the Agent), provided that at any time that a Default has occurred and is continuing, the Required Lenders may direct the Agent to apply any or all of such Major Casualty Proceeds then on deposit in the Collateral Account to ~~be so expended~~the repayment of Term Loans as provided in this Section 2.10(f) (without regard to the first proviso herein)~~; and~~ , provided further, that if all or any portion of such ~~Net Recovery Event~~ Major Casualty Proceeds not required to be so applied to the repayment of Term Loans pursuant to the proviso in the preceding ~~proviso~~ sentence are not so used or committed to be used within ~~180~~ 270 days ~~after~~ following the date ~~of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as~~ on which the Borrower or ~~the relevant Domestic~~ such Subsidiary ~~determines not to reinvest the Net Recovery Event Proceeds relating to~~ received such ~~Recovery Event as set forth above)~~Major Casualty Proceeds, such remaining portion of the Major Casualty Proceeds shall be applied on the last day of such 270 day period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of ~~outstanding~~ Term Loans as provided above in ~~accordance with~~ this Section 2.10(f) (without regard to the ~~requirements of Sections 4.2(g~~proviso in the first sentence herein). (g) ~~and (h), second,~~ Each amount required to be applied as a mandatory repayment of ~~principal of outstanding~~ Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to ~~Section 4.2(b~~Sections 2.10(d) through (f), ~~(c)~~inclusive, ~~(d), (e) and (f)~~ shall be applied pro rata to each Tranche of Term Loans based upon the then remaining principal amounts of the respective Tranches (with each Tranche of Term Loans to be allocated that percentage of the amount to be applied as is equal to a fraction (expressed as a percentage) the numerator of which is the then outstanding principal amount of such Tranche of Term Loans and the denominator of which is equal to the then outstanding principal amount of all Term Loans); provided that if the amount of the Net Cash Proceeds in respect of any Repayment Event is less than $2,500,000, such repayment shall be made upon receipt of proceeds such that, together with all other such amounts not previously applied, the amount of such Net Cash Proceeds is equal to at least $2,500,000. The amount of each repayment of Tranche A Term Loans and Tranche B Term Loans as required by this Section 2.10(g) shall be applied to reduce the then remaining Scheduled Repayments of the respective Tranche pro rata based upon the then remaining principal amounts of the Scheduled Repayments of the respective Tranche, after giving effect to all prior reductions thereto. (h) ~~After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion.~~ With respect to each repayment of Loans ~~required by~~ pursuant to this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~2.10, the Borrower may designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of ~~Eurodollar~~ Euro-Dollar Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which ~~such Eurodollar Loans were~~ made, provided that: (i) repayments of ~~Eurodollar~~ Euro-Dollar Loans pursuant to this Section ~~4.2~~ 2.10 may only be made on the last day of an Interest Period applicable thereto unless all ~~Eurodollar~~ Euro-Dollar Loans of the respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respective Tranche have been paid in full; (ii) if any repayment of ~~Eurodollar~~ Euro-Dollar Loans made pursuant to a single Borrowing shall reduce the outstanding ~~Eurodollar~~ Euro-Dollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing ~~Amount~~Amount applicable thereto, such Borrowing shall be ~~automatically~~ converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans ~~made pursuant to~~ comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the ~~Administrative~~ Agent shall, subject to the above, make such designation in its sole ~~discretion.~~ discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.13. Notwithstanding the foregoing provisions of this Section 2.10, if at any time the mandatory repayment of Term Loans pursuant to Sections 2.10(d) through (if) ~~In addition~~ above would result, after giving effect to the procedures set forth above, in the Borrower incurring breakage costs under Section 2.13 as a result of Euro-Dollar Loans being prepaid other than on the last day of an Interest Period applicable thereto (the "Affected Euro-Dollar Loans"), then the Borrower may, in its sole discretion and so long as no Default then exists, initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of the Affected Euro-Dollar Loans with the Agent (which deposit must be equal in amount to the amount of Affected Euro-Dollar Loans not immediately prepaid) to be held as security for the obligations of the Borrower hereunder in the Collateral Account, 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 Term Loans that are Euro-Dollar Loans (or such earlier date or dates as shall be requested by the Borrower), to repay an aggregate principal amount of such Term Loans equal to the Affected Euro- Dollar Loans not initially repaid pursuant to this sentence. Notwithstanding anything to the contrary contained in the immediately preceding sentence, all amounts deposited as cash collateral pursuant to the immediately preceding sentence shall be held for the sole benefit of the Lenders whose Term Loans would otherwise have been immediately repaid with the amounts deposited and upon the taking of any ~~other mandatory repayments~~ action by the Agent or the Lenders pursuant to the remedial provisions of Section 6.01, any amounts held as cash collateral pursuant to this Section ~~4.2~~2.10(h) shall, ~~(i) all then outstanding Revolving Loans shall~~ subject to the requirements of applicable law, be ~~repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change~~ immediately applied to such respective Tranches of ~~Control occurs~~Term Loans.

Appears in 1 contract

Samples: Credit Agreement (Tekni Plex Inc)

Mandatory Repayments. (ai) On any day on which the sum of ~~(I)~~ the aggregate outstanding principal amount of ~~all~~ Revolving Loans ~~(after giving effect to all other repayments thereof on such date)~~ and ~~(II) the aggregate amount of all Letter of Credit Outstandings~~ Competitive Bids Loans exceeds ~~the lesser of the Borrowing Base Amount and~~ the Total Revolving Loan Commitment at as then in effect, there shall be required to be repaid on such ~~time~~date that principal amount of Revolving Loans and, after all such Revolving Loans have been repaid in full, Competitive Bid Loans in an amount equal to such excess. (ii) On any day on which the aggregate outstanding principal amount of Revolving Loans made to any Subsidiary Borrower exceeds such Subsidiary Borrower's Sub-Limit, such Subsidiary Borrower shall ~~prepay on such day the~~ repay principal of its Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Lender and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Revolving Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~3.02, the respective Borrower may designate the Types of Revolving Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which ~~such Eurodollar Loans were~~ made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section ~~4.2~~ 3.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than ~~the Minimum Borrowing Amount~~$5,000,000, such Borrowing shall be ~~automatically~~ converted on such day into a Borrowing of 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. Each prepayment of Competitive Bid Loans required by this Section 3.02 shall be applied pro rata among all outstanding Competitive Bid Loans. In the absence of a designation by ~~the~~ any Borrower as described in the second preceding sentence, the Administrative Agent shall, upon telephonic notice to the Company and subject to the above, make such designation in its sole discretion. (ic) ~~In addition~~ Notwithstanding anything to ~~any other mandatory repayments pursuant to~~ the contrary contained elsewhere in this ~~Section 4.2~~Agreement, (i) all then outstanding Competitive Bid Loans shall be repaid in full on the fifth Business Day preceding the Final Maturity Date then in effect and (ii) all then outstanding Revolving Loans shall be repaid in full on the ~~Revolving Loan~~ Final Maturity Date ~~and (ii) unless the Required Lenders otherwise agree~~ then in ~~writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs~~effect.

Appears in 1 contract

Samples: Credit Agreement (Harrahs Entertainment Inc)

Mandatory Repayments. (a) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (IIIII) the aggregate amount of all Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total Revolving Loan Commitment at such time, the Borrower ~~shall~~ agrees to prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower ~~shall~~ agrees to pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing ~~Lender~~ Lenders and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section ~~4.2~~4.02, the Borrower shall be required to repay the principal amount of Incremental Term Loans on the dates and in the amounts set forth in the respective Incremental Commitment Agreement or Agreements relating to such Incremental Term Loans (each such repayment as the same may be reduced as provided in Section 4.01, a “Scheduled Incremental Term Loan Repayment”, and each such date a “Scheduled Incremental Term Loan Repayment Date”), provided that if any Incremental Term Loans are incurred which will be added to (and form part of) an existing Tranche of Incremental Term Loans, the amount of the then remaining Scheduled Incremental Term Loan Repayments of the respective Tranche shall be proportionally increased (with the aggregate amount of increases to the then remaining Scheduled Incremental Term Loan Repayments to equal the aggregate principal amount of such new Incremental Term Loans then being incurred) in accordance with the requirements of Section 1.14(c). (c) In addition to any other mandatory repayments pursuant to this Section 4.02, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any ~~capital contribution~~ incurrence by the Borrower or any ~~sale or issuance~~ of its ~~equity~~Subsidiaries of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.04 as in effect on the Effective Date), an amount equal to 100% of the Net ~~Equity~~ Debt Proceeds ~~in excess of $3,000,000 in the aggregate during any fiscal year~~ of the ~~Borrower~~ respective incurrence of ~~such capital contribution or sale or issuance of equity~~ Indebtedness shall ~~first~~ be applied on such date as a mandatory repayment of ~~principal of~~ outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~4.02(g) and (h)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~. (cd) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, on no later than the first Business Day following each date on or after the Initial Borrowing Date upon which the Borrower or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any ~~issuance or incurrence by the Borrower or any~~ Material Asset Sale, an amount equal to 100% of ~~its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date),~~ the Net ~~Debt~~ Sale Proceeds ~~of the respective incurrence of Indebtedness~~ therefrom shall ~~first~~ be applied on such date as a mandatory repayment of ~~principal of~~ outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~4.02(g) and (h) (or, in the case of Material Asset Sales consummated pursuant to Section 10.02(xiii), ~~third~~at the option of the Borrower, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of ~~principal of~~ outstanding ~~Term~~ Revolving Loans (~~as defined in~~ with no corresponding reduction to the ~~First Horizon International Financing documents~~Total Revolving Loan Commitment) ~~(up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans~~ in accordance with the requirements of ~~Sections 4.2(g) and (h~~Section 4.02(h)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~); provided, however, that ~~with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower,~~ the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default ~~and no~~ or Event of Default then ~~exits~~ exists and the Borrower delivers a certificate (which certificate shall set forth the estimates of the Net Sale Proceeds to be so expended) to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be used to purchase assets ~~(other than working capital)~~ used or to be used in the businesses permitted pursuant to Section ~~9.15~~ 10.15 (including, without limitation (but only to the extent permitted by Section 9.14), the purchase of the assets or 100% of the equity of a Person engaged in such businesses) within ~~90 days following~~ the ~~date of such Asset Sale~~Relevant Reinvestment Period, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section ~~4.2(d~~4.02(d) are not so reinvested within such ~~90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above)~~Relevant Reinvestment Period, such remaining portion shall be applied on the last day of such ~~period (or such earlier date, as the case may be)~~ Relevant Reinvestment Period as provided above in this Section ~~4.2(d~~4.02(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, ~~on the~~ within three Business Days following each date on or after the Initial Borrowing Date upon which the Borrower or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any Material Recovery Event, an amount equal to 100% of the Net ~~Recovery Event~~ Insurance Proceeds from such Material Recovery Event shall ~~first~~ be applied within such three Business Day period as a mandatory repayment of ~~principal of~~ outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~4.02(g) and (h)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~; provided, however, that so long as no Default or Event of Default then exists ~~and~~ such Net ~~Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event~~ Insurance Proceeds shall not be required to be so applied on within such ~~date~~ three Business Day period to the extent that the Borrower has delivered a certificate (which certificate shall set forth the estimates of the Net Insurance Proceeds to be so expended) to the Administrative Agent within such three Business Day period stating that such Net ~~Recovery Event~~ Insurance Proceeds shall be used to replace or restore any properties or assets in respect of which such Net ~~Recovery Event~~ Insurance Proceeds were paid within ~~180 days following~~ the ~~date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended);~~ Relevant Reinvestment Period, and provided ~~further,~~ further that if all or any portion of such Net ~~Recovery Event~~ Insurance Proceeds not required to be so applied pursuant to the preceding proviso are not so used within ~~180 days after~~ the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above)Relevant Reinvestment Period, such remaining portion shall be applied on the last day of such ~~period (or such earlier date, as the case may be)~~ Relevant Reinvestment Period as provided above in this Section ~~4.2(e~~4.02(e) without regard to the preceding proviso. (f) In addition to any other mandatory ~~prepayments~~ repayments or commitment reductions pursuant to this Section ~~4.2~~4.02, on ~~March 31 of~~ each ~~year, beginning March 31, 2004~~Excess Cash Payment Date, an amount equal to ~~75%~~ the Applicable ECF Percentage of Excess Cash Flow ~~of the Borrower and its Domestic Subsidiaries~~ for the ~~most recently completed fiscal year of the Borrower~~ relevant Excess Cash Payment Period shall be ~~first~~ applied ~~on such date~~ as a mandatory repayment of ~~principal of~~ outstanding Term Loans in accordance with the requirements of Sections ~~4.2(g~~4.02(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) ~~Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event~~ The amount of ~~Default or Default shall have occurred and be continuing, the Borrower may request that all~~ each principal repayment of ~~such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to~~ Term Loans ~~and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c~~made as required by Sections 4.02(c), (d), (e) and (f) shall be applied pro rata to each Tranche of then outstanding Term Loans, with each such Tranche of Term Loans to be allocated its Relevant Term Loan Percentage of such payment. Each principal repayment applied to a particular Tranche of Incremental Term Loans pursuant to the ~~Loans~~preceding sentence shall be applied to reduce the scheduled amortization payments (if any) under such Tranche of Incremental Term Loans as otherwise provided in the Incremental Commitment Agreement pursuant to which such Incremental Term Loans have been made, or in the case of any Tranche of Incremental Term Loans extended pursuant to more than one Incremental Commitment Agreement, as may otherwise be provided in the first Incremental Commitment Agreement executed and delivered with respect to such Tranche. (h) ~~After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion.~~ With respect to each repayment of Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~4.02, the Borrower may designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section ~~4.2~~ 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans of the respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respective Tranche have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing ~~Amount~~Amount applicable thereto, such Borrowing shall be automatically converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. Notwithstanding the foregoing provisions of this Section 4.02 (other than Sections 4.02(a) and (b), which shall not have the benefits of this sentence), if at any time the mandatory repayment of Loans pursuant to this Section 4.02 would result, after giving effect to the procedures set forth above in this clause (h), in the Borrower incurring breakage costs under Section 1.11 as a result of Eurodollar Loans being repaid other than on the last day of an Interest Period applicable thereto (any such Eurodollar Loans, “Affected Loans”), the Borrower may elect, by written notice to the Administrative Agent, to have the provisions of the following sentence be applicable so long as no Default or Event of Default then exists. At the time any Affected Loans are otherwise required to be prepaid, the Borrower may elect to deposit 100% (or such lesser percentage elected by the Borrower as not being repaid) of the principal amounts that otherwise would have been paid in respect of the Affected Loans with the Administrative Agent to be held as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Administrative Agent, with such cash collateral to be released from such cash collateral account (and applied to repay the principal amount of such Eurodollar Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to such Eurodollar Loans (or such earlier date or dates as shall be requested by the Borrower), with the amount to be so released and applied on the last day of each Interest Period to be the principal amount of such Eurodollar Loans to which such Interest Period applies (or, if less, the amount remaining in such cash collateral account); provided, however, that at any time while an Event of Default has occurred and is continuing, the Required Lenders may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Borrower to, follow said directions) to apply any or all proceeds then on deposit in such collateral account to the payment of such Affected Loans. So long as no Event of Default is then in existence, any amounts remaining in such collateral account after giving effect to the application thereof as contemplated above shall be returned to the Borrower. (i) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, ~~(i)~~ all then outstanding ~~Revolving~~ Loans of any Tranche shall be repaid in full on the ~~Revolving Loan~~ respective Maturity Date ~~and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change~~ for such Tranche of ~~Control occurs~~Loans.

Appears in 1 contract

Samples: Credit Agreement (Nash Finch Co)

Mandatory Repayments. (aa)(i) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (IIIII) the aggregate amount of all Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, the Borrower shall prepay Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall pay to the Administrative Agent (for the benefit of the Lenders and the Issuing Lenders) at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing ~~Lender~~ Lenders and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 1 contract

Samples: Credit Agreement (Hanger Orthopedic Group Inc)

Mandatory Repayments. ~~(a)~~ On ~~any day on which~~ the ~~sum~~ date of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date) and (II) the aggregate amount of all Letter of Credit Outstandings exceeds the lesser of the Borrowing Base Amount and the Total each Revolving Loan Commitment ~~at such time~~reduction provided for in this Subsection 1.6, ~~the~~ Borrower shall ~~prepay on such day the principal of~~ repay Revolving Loans in an amount ~~equal~~ at least sufficient to ~~such excess. If, after giving effect to the prepayment of all outstanding Revolving Loans,~~ reduce the aggregate ~~amount~~ principal balance of Revolving Loans plus the aggregate Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal Exposure then outstanding to the amount of ~~such excess (up to a maximum amount equal to~~ the ~~Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held~~ Revolving Loan Commitment as security for all obligations of the Borrower to the Issuing Lender and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiaryso reduced; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the ~~Borrower has delivered a certificate~~ amount of any such mandatory repayment is greater than the aggregate principal amount of Revolving Loans outstanding immediately prior to the application of such prepayment, the excess amount of such repayment shall be retained by the Administrative Agent ~~stating that~~ and held in the Cash Collateral Account as cover for Letter of Credit Exposure, as more particularly described in Subsection 1.16(H) and thereupon such ~~Net Recovery Event Proceeds~~ cash shall be ~~used~~ deemed to ~~replace or restore~~ reduce the aggregate Letter of Credit Exposure by an equivalent amount. If at any ~~properties or assets~~ time the aggregate outstanding amount of Revolving Loans plus the aggregate Letter of Credit Exposure exceeds the Available Revolving Loan Commitment, Borrower shall repay Revolving Loans in ~~respect~~ an amount at least sufficient to reduce the aggregate principal balance of ~~which such Net Recovery Event Proceeds were paid within 180 days following~~ Revolving Loans then outstanding plus the ~~date~~ aggregate Letter of Credit Exposure to the amount of the ~~receipt of~~ Available Revolving Loan Commitment, and until such ~~Net Recovery Event Proceeds (which certificate~~ repayment is made, Lenders shall ~~set forth the estimates of the Net Recovery Event Proceeds~~ not be obligated to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments make Revolving Loans. Any repayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (fSubsection 1.6(D) shall be applied ~~pro rata~~ in accordance with Subsection 1.8, and shall be accompanied by accrued interest on the amount repaid and any amount required pursuant to ~~the Loans~~Subsection 1.4(C)." (hd) ~~After an Event~~ Subsection 1.8 of ~~Default shall have occurred and be continuing,~~ the ~~Administrative Agent shall have the right to designate which loans (Term Loans or Loans)~~ Credit Agreement shall be ~~repaid~~ amended and restated in its ~~sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long~~ entirety as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.follows:

Appears in 1 contract

Samples: Amendment Agreement (Us Unwired Inc)

Appears in 1 contract

Samples: Senior Secured Revolving Credit Facility (Magellan Health Services Inc)

Mandatory Repayments. (a) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date) ), and (II) the aggregate amount of all Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall prepay on the Business Day immediately following such day the principal of Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall ~~pay to~~ deposit with the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing ~~Lender~~ Banks and the ~~Lenders~~ Banks hereunder in a an interest bearing cash collateral account to be established by at such time with the Administrative Agent. (b) In addition to any other mandatory repayments required pursuant to this Section ~~4.2~~4.02, on the Business Day immediately following each date on or after the ~~Initial Borrowing~~ Restatement Effective Date ~~upon which~~ of the ~~Borrower or~~ receipt thereof by PESCO and/or any of its ~~Domestic Subsidiaries receives any~~ Subsidiaries, an amount equal to 100% of the cash proceeds (net of underwriting discounts and commissions and other reasonable transaction costs associated therewith) received by the issuer thereof from ~~any capital contribution or~~ any sale or issuance of preferred or common equity pursuant to any public offering thereof by PESCO and/or any of its ~~equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity~~ Subsidiaries shall ~~first~~ be applied ~~on such date as a mandatory repayment of principal of~~ to prepay outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Revolving Loans~~, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~. (c) In addition to any other mandatory repayments required pursuant to this Section ~~4.2~~4.02, on the Business Day immediately following each date on or after the ~~Initial Borrowing~~ Restatement Effective Date ~~upon~~ on which PESCO, Holding and/or the Borrower ~~or any of its Domestic Subsidiaries~~ receives any ~~cash proceeds~~ Net Debt Proceeds from any ~~issuance or~~ incurrence ~~by the Borrower or any~~ of ~~its Domestic Subsidiaries of~~ Permitted Subordinated Indebtedness ~~for borrowed money~~ (other than ~~Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on~~ the ~~Effective Date~~1998 Senior Subordinated Notes), an amount equal to 100% of the Net Debt Proceeds of the ~~respective~~ incurrence of such Permitted Subordinated Indebtedness shall ~~first~~ be applied ~~on such date as a mandatory repayment of principal of~~ to prepay outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Revolving Loans~~, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~. (d) In addition to any other mandatory repayments required pursuant to this Section ~~4.2~~4.02, on the Business Day immediately following each date on or after the ~~Initial Borrowing~~ Restatement Effective Date ~~upon~~ on which ~~the Borrower or~~ PESCO and/or any of its ~~Domestic~~ Subsidiaries receives any ~~cash proceeds~~ Net Debt Proceeds from any ~~Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment~~ incurrence of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets Funded Debt for borrowed money (other than ~~working capital) used or to be used in the businesses~~ Permitted Subordinated Indebtedness and other than Funded Debt permitted pursuant to Section ~~9.15 within 90 days following the date~~ 9.04) by PESCO and/or any of ~~such Asset Sale~~its Subsidiaries, ~~and provided further, that if all or any portion~~ an amount equal to 100% of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net ~~Sale~~ Debt Proceeds ~~from such Asset Sale as set forth above), such remaining portion~~ of the respective incurrence of Funded Debt shall be applied ~~on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard~~ to ~~the preceding proviso~~prepay outstanding Revolving Loans. (e) In addition to any other mandatory repayments required pursuant to this Section ~~4.2~~4.02, ~~on the~~ within 10 days following each date on or after the ~~Initial Borrowing~~ Restatement Effective Date ~~upon~~ on which ~~the Borrower or~~ PESCO and/or any of its ~~Domestic~~ Subsidiaries receives any ~~cash proceeds~~ Net Insurance Proceeds from any Recovery Event, an amount equal to 100% of the Net ~~Recovery Event~~ Insurance Proceeds ~~from~~ of such Recovery Event shall ~~first~~ be applied ~~as a mandatory repayment of principal of~~ to prepay outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Revolving Loans, ~~and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however,~~ provided that (i) so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date exists, to the extent that the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such ~~Net Recovery Event Proceeds~~ proceeds have been used, or shall be ~~used~~ used, to replace or restore any properties or assets in respect of which such ~~Net Recovery Event Proceeds~~ proceeds were paid (which certificate shall set forth the proceeds so expended or the estimates of the proceeds to be so expended, as the case may be), the amount of such proceeds which were used, or to be used, to replace or restore such property or assets shall not be applied to prepay Revolving Loans, (ii) upon completion of such replacement or restoration, the Borrower shall deliver a certificate to the Administrative Agent stating that such replacement or restoration has been completed, the costs therefor and whether there are any cash proceeds in excess of such costs and, if so, the Revolving Loans shall be repaid in an amount equal to such excess, and (iii) if the Borrower has not so used, or committed to so use, all of such proceeds within 180 days following the date of ~~the~~ its receipt of such ~~Net Recovery Event Proceeds (which certificate shall set forth~~ proceeds, the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion Revolving Loans shall be ~~applied~~ repaid on the last day of such period ~~(or~~ by an amount equal to such ~~earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso~~remaining portion. (f) In addition to any other mandatory ~~prepayments~~ repayments pursuant to this Section ~~4.2~~4.02, on ~~March 31~~ the Business Day immediately following each date on or after the Restatement Effective Date on which PESCO and/or any of ~~each year, beginning March 31, 2004~~its Subsidiaries receives Net Sale Proceeds from any Material Asset Sale, an amount equal to 75100% of ~~Excess Cash Flow of~~ the ~~Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower~~ Net Sale Proceeds therefrom shall be ~~first~~ applied ~~on such date as a mandatory repayment of principal of~~ to prepay outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic SubsidiaryRevolving Loans. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Revolving Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~4.02, the Borrower may designate the Types of Revolving Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which ~~such Eurodollar Loans were~~ made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section ~~4.2~~ 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing ~~Amount~~Amount applicable thereto, such Borrowing shall be ~~automatically~~ converted at the end of the then current Interest Period into a Borrowing of 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. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (ih) ~~In addition~~ If, after repaying all Base Rate Loans then outstanding, the Borrower is still obligated to ~~any other~~ make a further mandatory ~~repayments~~ repayment pursuant to ~~this~~ Section ~~4.2~~4.02(b) through (f), the remaining amount to be repaid shall be due and payable on the last day of the Interest Period or Interest Periods next expiring, until all such amounts required to be prepaid pursuant to such Sections have been paid in full. (i) Notwithstanding anything to the contrary contained in this Agreement or in any other Credit Document, all then outstanding Revolving Loans shall be repaid in full on the ~~Revolving Loan~~ Final Maturity ~~Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs~~Date.

Appears in 1 contract

Samples: Credit Agreement (Pool Energy Services Co)

Mandatory Repayments. (a) On any day on which the ~~sum of (I) the aggregate outstanding principal amount of all~~ Aggregate Revolving ~~Loans~~ Exposure (after giving effect to all other repayments thereof on such date) ~~and (II) the aggregate amount of all Letter of Credit Outstandings~~ exceeds ~~the lesser of the Borrowing Base Amount and~~ the Total Revolving ~~Loan~~ Commitment at such ~~time,~~ time the Borrower shall ~~prepay~~ repay on such ~~day~~ date the principal of Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving ~~Loan~~ Commitment ~~at such time~~as then in effect, the Borrower shall ~~pay to the Administrative Agent at the Payment Office~~ repay on such ~~day~~ date an amount of cash ~~and/or Cash Equivalents~~ or cash equivalents equal to the amount of such excess (up to a maximum amount equal to 105% of the Letter of Credit Outstandings at such time), such cash ~~and/or Cash Equivalents~~ or cash equivalents to be held as security for all obligations of the Borrower ~~to the Issuing Lender and the Lenders~~ hereunder in a cash collateral account to be established by the Administrative Agent. On any day on which the Aggregate Tranche A Term Loan Exposure (after giving effect to all other repayments thereof on such date) exceeds the Total Tranche A Term Loan Commitment at such time, the Borrower shall repay on such date the principal of Tranche A Term Loans in an amount equal to such excess. On any day on which the Aggregate Tranche B Term Loan Exposure (after giving effect to all other repayments thereof on such date) exceeds the Total Tranche B Term Loan Commitment at such time the Borrower shall repay on such date the principal of Tranche B Term Loans in an amount equal to such excess. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~5.02, the Borrower may designate ~~the Types of Loans which are to be repaid and, in the case of Eurodollar Loans,~~ the specific Borrowing or Borrowings pursuant to which such ~~Eurodollar~~ Loans were made, provided ~~that:~~ that (i) repayments of ~~Eurodollar~~ Revolving Loans pursuant to this Section ~~4.2~~ 5.02 may only be made on the last day of an Interest Period applicable thereto unless all ~~Eurodollar~~ Revolving Loans with Interest Periods ending on such date of required repayment ~~and all Base Rate Loans~~ have been paid in ~~full;~~ full and (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans ~~made pursuant to~~ comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (ic) ~~In addition~~ Notwithstanding anything to ~~any other mandatory repayments pursuant to~~ the contrary contained elsewhere in this ~~Section 4.2~~Agreement, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) ~~unless the Required Lenders otherwise agree in writing,~~ all then outstanding Term Loans shall be repaid in full on the Term Loan Maturity Date. (d) With respect to each repayment of Term Loans required by this Section 5.02, or with respect to the principal amount of any Term Loans that has become or is declared to be immediately due and payable pursuant to Section 11, in each case, prior to January 1, 2011, each such principal prepayment to the Term Lenders shall be accompanied by payment of an amount equal to the Make-Whole Amount determined for the prepayment date ~~on which a Change of Control occurs~~with respect to such principal amount.

Appears in 1 contract

Samples: Credit Agreement and Forbearance Agreement (Trico Marine Services Inc)

Mandatory Repayments. (a1) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date) and (II) the aggregate amount of all Letter of Credit Outstandings exceeds the lesser of the Borrowing Base Amount and the Total Revolving Loan Commitment at such time, the Borrower shall prepay on such day the principal of Revolving Loans in an amount equal to such excess. If, ~~after giving effect to the prepayment of all outstanding Revolving Loans~~on any day, the aggregate amount in U.S. Dollars of all Outstandings of a Lender Group under the ~~Letter~~ Credit Facility, calculated by reference to the Equivalent U.S. $ Amount in the case of ~~Credit~~ Outstandings in currencies other than U.S. Dollars, exceeds the ~~Total Revolving Loan~~ Lender Group Commitment ~~at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount~~ of such ~~excess (up to~~ Lender Group for any reason other than a ~~maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing~~ Lender ~~and the Lenders hereunder in~~ being a ~~cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this~~ Defaulting Lender under Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g3.1(2) and ~~(h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any,~~ other Lenders being ~~retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this~~ Contributing Lenders under Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date3.1(2), the ~~Net Debt Proceeds of~~ Borrowers shall on that day: (i) repay Borrowings; or (ii) make a payment to the ~~respective incurrence of Indebtedness shall first be applied on~~ Agent and irrevocably authorize and direct the Agent to apply such ~~date~~ payment as a ~~mandatory~~ repayment of ~~principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second,~~ any ~~remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder~~ LIBOR Advance to any ~~outstanding Term Loans, and fourth, with the balance, if any, being retained by the~~ Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of the Interest Period applicable thereto; or (iii) make a payment to the Agent and irrevocably authorize and direct the Agent to apply such ~~period~~ payment as a repayment of the Borrowers’ reimbursement obligation in respect of any BA Issuance or Issue, on the next contract maturity date; or (~~or such earlier date~~iv) make a repayment referred to in clause (i), as a payment referred to in (ii) and/or a payment referred to in clause (iii), in all cases so that the aggregate amount in U.S. $ of all Outstandings of a Lender Group under the Credit Facility, calculated by reference to the Equivalent U.S. $ Amount in the case ~~may be~~of Outstandings in currencies other than U.S. Dollars, after the repayment referred to in clause (i), and less the amount of any payments held by the Agent pursuant to clauses (ii) ~~as provided above in this Section 4.2(d) without regard to~~ and (iii), will not exceed the ~~preceding proviso~~Lender Group Commitment of such Lender Group. (e2) ~~In addition~~ If, on any day, the Total Outstandings of the Borrowers to the Lenders under the Credit Facility exceed the Commitment, the Borrowers shall on that day: (i) repay Borrowings; or (ii) make a payment to the Agent and irrevocably authorize and direct the Agent to apply such payment as a repayment of any LIBOR Advance to any ~~other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the~~ Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of ~~such period~~ the Interest Period applicable thereto; (~~or such earlier date, as the case may be~~iii) ~~as provided above in this Section 4.2(e) without regard~~ make a payment to the ~~preceding proviso.~~ Agent and irrevocably authorize and direct the Agent to apply such payment as a prepayment of the Borrowers’ reimbursement obligation in respect of any BA Issuance, on the next contract maturity date; or (fiv) ~~In addition~~ make a repayment referred to in clause (i), a payment referred to in clause (ii) and/or a payment referred to in clause (iii), in all cases so that the Total Outstandings under the Credit Facility after the repayment referred to in clause (i), and less the amount of any ~~other mandatory prepayments~~ payments held by the Agent pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(gclauses (ii) and (hiii), ~~second, as a mandatory repayment of principal of outstanding Term Loans (as defined in~~ will not exceed the ~~First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary~~Commitment. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 1 contract

Samples: Revolving Credit Agreement (Ipsco Inc)

Mandatory Repayments. (ai) ~~On any day on which~~ The Borrower unconditionally and irrevocably promises to pay to the ~~sum~~ Administrative Agent for the account of ~~(I)~~ the Revolving Credit Lenders the aggregate outstanding principal amount of ~~all~~ the Working Capital Loans on the Facility Maturity Date. (ii) If at any time the Borrowing Base Certificate demonstrates that the Aggregate Revolving ~~Loans (after giving effect to all other repayments thereof on such date) and (II) the aggregate amount of all Letter of~~ Credit ~~Outstandings~~ Exposure exceeds the ~~lesser~~ Borrowing Base, the Borrower must, concurrently with the delivery of the Borrowing Base ~~Amount~~ Certificate, prepay the Working Capital Loans, Swingline Loans and LC Disbursements, as applicable and on a pro rata basis, to the ~~Total Revolving Loan Commitment at such time, the Borrower shall prepay on such day the principal of Revolving Loans in an amount equal~~ extent necessary to eliminate such excess. ~~If, after giving effect~~ Any such prepayment will be made to the ~~prepayment~~ Administrative Agent for the ratable account of ~~all outstanding~~ each Revolving ~~Loans~~Credit Lender, including the ~~aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the~~ Swingline Lender. (iii) The Borrower ~~shall~~ unconditionally and irrevocably promises to pay to the Administrative Agent at for the ~~Payment Office~~ account of the Swingline Lender the aggregate outstanding principal amount of, and accrued interest in respect of, any Swingline Loans on ~~such day an amount of cash and/or Cash Equivalents equal~~ the maturity dates thereof determined in accordance with Section 2.2(b)(iii), subject to the ~~amount~~ provisions of ~~such excess~~ Sections 2.2(b)(v) – (~~up to a maximum amount equal to the Letter of Credit Outstandings at such time~~viii), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Lender and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (biv) ~~In addition~~ The Borrower unconditionally and irrevocably promises to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate pay to the Administrative Agent ~~stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect~~ for deposit into the Debt Service Account, and for the ratable account of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2each Term Lender, on ~~March 31 of~~ each ~~year, beginning March 31, 2004~~Payment Date, an amount equal to ~~75% of Excess Cash Flow~~ one and one-quarter percent (1.25%) of the ~~Borrower and its Domestic Subsidiaries for the most recently completed fiscal year~~ aggregate principal amount of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans then outstanding (~~as defined in the First Horizon International Financing documents~~each such payment, a “Scheduled Installment”), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans payments made pursuant to this Section ~~4.2 may only~~ 2.8(a)(iv) will be ~~made~~ applied as partial payments of the principal of the Term Loans. Notwithstanding anything to the contrary in the foregoing, the final Scheduled Installment of the Term Loans, on the ~~last day of~~ Facility Maturity Date, will be an ~~Interest Period applicable thereto unless~~ amount that, together with funds then on deposit in the Debt Service Account, is equal to the aggregate principal amount of, and interest in respect of, all ~~Eurodollar~~ Term Loans ~~with Interest Periods ending~~ outstanding on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretiondate. (iv) In addition to the Scheduled Installments, on the First Repayment Date and on each Payment Date thereafter, the Borrower will pay the Cash Sweep Amount to the Administrative Agent for deposit into the Debt Service Account. Any and all Cash Sweep Amounts will be applied against the outstanding balance of the Term Loans in the inverse order of maturity. (vi) In addition to the Scheduled Installments and the Cash Sweep Amounts, on the ninth (9th) Payment Date after the First Repayment Date, the Borrower must pay the amount necessary to reach the Eighth Target Balance Amount to the Administrative Agent for deposit into the Debt Service Account. (vii) All Net Cash Proceeds received by the Borrower, or any Affiliate of the Borrower, as a result of (A) any amendment or termination of any Project Document if the Net Cash Proceeds therefrom are not used for Qualified Project Expenses or (B) the sale of any asset of the Borrower (other ~~mandatory repayments~~ than the sales permitted by Section 5.2(b), the proceeds of which will be applied in accordance with Section 5.2(b)) will be paid within two (2) Business Days to the Administrative Agent and applied as prepayments of the Loans on a pro rata basis together with any prepayment fee required pursuant to ~~this~~ Section ~~4.2~~2.8(c). (viii) The Borrower must immediately prepay in full all Loans and all other amounts then outstanding under the Financing Documents together with any prepayment fee required pursuant to Section 2.8(c), within one (1) Business Day of the occurrence of any of the following events or circumstances: (A) in the event that substantially all of the fixtures, buildings and other property included in the Project are completely destroyed by casualty or are condemned, or in the event that Net Insurance Proceeds (together with such other funds as may be available to the Borrower for the purposes of repairing the Project) are insufficient in the reasonable judgment of the Administrative Agent to pay for the repair of any such casualty to the Project substantially to the pre-casualty condition of the Project prior to the expiration of the benefits of any business interruption insurance; or (B) in the event that (i) ~~all then outstanding Revolving Loans shall be repaid~~ any of the interests of the Borrower in ~~full on~~ the ~~Revolving~~ Project (including, prior to the first Term Loan ~~Maturity Date and~~ Funding Date, the interests of the Borrower in the Pre-Completion Documents) are sold or otherwise transferred, (ii) ~~unless~~ all or any part of Pledgor’s membership interest in the ~~Required~~ Borrower is sold or otherwise transferred, without the transferee thereof pledging such transferred membership interests pursuant to documents substantially similar to the Pledge Agreement and otherwise reasonably satisfactory to the Administrative Agent or (iii) a Change in Control of the Borrower occurs, in any case without the Majority Lenders’ prior written consent; or (C) in the event that the first Term Loan Funding Date has not occurred on or prior to the date that is one hundred five (105) days after the Closing Date (in which case the Borrower will pay to the Administrative Agent for the benefit of the Lenders ~~otherwise agree~~ the prepayment fee calculated in ~~writing~~accordance with Section 2.8(c), if any); or (D) in the event that Completion has not been reached on or before the Completion Deadline. (ix) If Restricted Payments have not been allowed to be made for twelve consecutive months, then any and all ~~then outstanding~~ monies held in the Distribution Reserve Account will be applied as a prepayment of the Term Loans ~~shall be~~ and, if all Term Loans have been repaid in ~~full~~ full, then such monies will be applied as a prepayment of the Revolving Loans on ~~the date on which~~ a ~~Change of Control occurs~~pro rata basis.

Appears in 1 contract

Samples: Financing Agreement (Imperium Renewables Inc)

Mandatory Repayments. (ai) On any day on which the sum of ~~(I)~~ the aggregate outstanding principal amount of ~~all~~ the Revolving Loans ~~(after giving effect to all other repayments thereof on such date)~~ and ~~(II)~~ the ~~aggregate amount of all~~ Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total Revolving ~~Loan~~ Commitment ~~at such time~~as then in effect, the Borrower shall prepay on such day ~~the principal of~~ Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving ~~Loan~~ Commitment ~~at such time~~as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all ~~obligations~~ Obligations of the Borrower to the Issuing Lender and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (ii) If on any date the aggregate outstanding principal amount of the Revolving Loans made by a Defaulting Lender exceeds the Revolving Commitment of such Defaulting Lender, the Borrower shall repay principal of Revolving Loans of such Defaulting Lender in an amount equal to such excess. (b) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, on each date ~~on or after the Initial Borrowing Date upon which~~ set forth below, the Borrower ~~or any~~ shall be required to repay that principal amount of ~~its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance~~ Term Loans as is equal to the product of ~~its equity, the Net Equity Proceeds in excess of $3,000,000 in~~ (I) the aggregate ~~during~~ principal amount of all Term Loans outstanding on the Term Loan Commitment Termination Date (after giving effect to any ~~fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied~~ Term Loans incurred on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(gdate) and (hII) the respective percentage set forth opposite each such date below (each such repayment, as the same may be reduced as provided in Sections 5.01(a) and 5.02(h), ~~third~~a "Scheduled Term Loan Repayment"): SCHEDULED TERM LOAN REPAYMENT DATE PERCENTAGE -------------- ---------- January 31, ~~any remainder to any outstanding Term Loans~~2004 2.5% -45- April 30, ~~and fourth~~2004 2.5% July 31, ~~with the balance~~2004 2.5% October 31, ~~if any~~2004 2.5% January 31, ~~being retained by the Borrower or applicable Domestic Subsidiary.~~2005 6.25% April 30, 2005 6.25% July 31, 2005 6.25% October 31, 2005 6.25% January 31, 2006 10% April 30, 2006 10% July 31, 2006 10% October 31, 2006 10% January 31, 2007 6.25% April 30, 2007 6.25% July 31, 2007 6.25% Final Maturity Date 6.25% (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section ~~4.2~~5.02, on each date on or after the ~~Initial Borrowing~~ Restatement Effective Date upon which the Borrower or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any ~~issuance or~~ incurrence by the Borrower or any of its ~~Domestic~~ Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section ~~9.4~~ 9.04 as such Section is in effect on the Restatement Effective Date), an amount equal to 100% of the Net Debt Proceeds of the respective incurrence of Indebtedness shall ~~first~~ be applied on each such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans and/or commitment reduction in accordance with the ~~requirements~~ provisions of Sections ~~4.2(g~~5.02(h) and (hi); PROVIDED that, ~~third~~notwithstanding the foregoing, ~~any remainder to any outstanding Term Loans, and fourth,~~ 100% of the Net Debt Proceeds in excess of $200,000,000 received during Phase I from the issuance of Permitted Subordinated Debt shall be applied on each such date in accordance with the ~~balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~provisions of Sections 5.02(h) and (i). (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section ~~4.2~~5.02, on within two Business Days after each date on or after the ~~Initial Borrowing~~ Restatement Effective Date upon which the Borrower or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any Asset ~~Sale~~Sale (including any sale by the Borrower or its Subsidiaries of capital stock of any of the Subsidiaries of the Borrower), an amount equal to 100% of the Net Cash Proceeds from such Asset Sale ~~Proceeds therefrom~~ shall ~~first~~ be applied on each such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans and/or commitment reduction in accordance with the ~~requirements~~ provisions of Sections ~~4.2(g~~5.02(h) and (hi)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~; ~~provided, however,~~ PROVIDED that with respect to ~~no more than $500,000 in the aggregate of cash proceeds from~~ any such Asset Sales in any fiscal year of the Borrower, ~~the~~ such Net ~~Sale~~ Cash Proceeds therefrom shall not ~~be required~~ give rise to ~~be so applied~~ a mandatory repayment and/or commitment reduction pursuant to this Section 5.02(d) on such date ~~so long as~~ to the extent that no Default ~~and no~~ or Event of Default then ~~exits~~ exists and the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net ~~Sale~~ Cash Proceeds shall be used to purchase assets ~~(other than working capital) used~~ that replace the assets that were the subject of such Asset Sale or to assets that will be used in the ~~businesses permitted pursuant to Section 9.15~~ business of the Borrower or its Subsidiaries (collectively, "Replacement Assets") within 90 364 days following the date of such Asset ~~Sale~~Sale (which certificate shall set forth the estimates of the proceeds to be so expended), and ~~provided further~~PROVIDED FURTHER, that if all or any portion of such Net ~~Sale~~ Cash Proceeds ~~not required to be so applied as provided above in this Section 4.2(d)~~ are not so reinvested in Replacement Assets within such ~~90-~~364 day ~~period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above)~~period, such remaining portion shall be applied in accordance with the provisions of Sections 5.02(h) and (i) on the last day of such period (or such earlier ~~date,~~ date as may be designated by the ~~case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso~~Borrower). (e) In addition to any other mandatory repayments or commitment reductions pursuant to this Section ~~4.2~~5.02, ~~on the~~ within 10 days following each date on or after the ~~Initial Borrowing~~ Restatement Effective Date upon which the Borrower or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net ~~Recovery Event~~ Insurance Proceeds from such Recovery Event shall ~~first~~ be applied on each such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans and/or commitment reduction in accordance with the ~~requirements~~ provisions of Sections ~~4.2(g~~5.02(h) and (hi)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~; ~~provided, however,~~ PROVIDED that so long as no Default or Event of Default then ~~exists and~~ exists, such Net ~~Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event~~ Insurance Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net ~~Recovery Event~~ Insurance Proceeds shall be used to replace or restore any properties or assets in respect of which such Net ~~Recovery Event~~ Insurance Proceeds were paid within 180 days following the date of the receipt of such Net ~~Recovery Event~~ Insurance Proceeds (which certificate shall set forth the estimates of the ~~Net Recovery Event Proceeds~~ proceeds to be so expended); and ~~provided further~~PROVIDED FURTHER, that if all or any portion of such Net ~~Recovery Event~~ Insurance Proceeds ~~not required to be so applied pursuant to the preceding proviso~~ are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above)Insurance Proceeds, such remaining portion shall be applied in accordance with the provisions of Sections 5.02(h) and (i) on the last day of such period (or such earlier ~~date,~~ date as may be designated by the ~~case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso~~Borrower). (f) In addition to any other mandatory ~~prepayments~~ repayments or commitment reductions pursuant to this Section ~~4.2~~5.02, ~~on March 31 of each year, beginning March 31, 2004, an amount equal to 75~~50% of ~~Excess~~ Consolidated Cash ~~Flow~~ Equity in excess of $1,000,000 received by the Borrower ~~and~~ or any of its ~~Domestic~~ Subsidiaries (other than any Consolidated Cash Equity received by the Borrower from Parent, so long as the proceeds thereof are not used for the ~~most recently completed fiscal year~~ payment of Dividends) on each date on or after the ~~Borrower~~ Restatement Effective Date shall be ~~first~~ applied on each such date as a mandatory repayment and/or commitment reduction in accordance with the provisions of ~~principal~~ Sections 5.02(h) and (i). (g) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 5.02, on each Excess Cash Payment Date, an amount equal to 50% of ~~outstanding Loans~~ the Excess Cash Flow for the relevant Excess Cash Payment Period shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections ~~4.2(g~~5.02(h) and (i). (h) Each amount required to be applied pursuant to Sections 5.02(c) through (g), ~~second~~inclusive, in accordance with the requirements of this Section 5.02(h), shall be applied (i) first, as a mandatory repayment of outstanding Term Loans, (ii) second, to the extent in excess of the amounts required to be applied pursuant to preceding clause (i), to permanently reduce the Total Term Commitment and (iii) third, to the extent in excess of the amounts required to be applied pursuant to preceding clauses (i) and (ii), to permanently reduce the Total Revolving Commitment; PROVIDED that, notwithstanding the foregoing, the Net Debt Proceeds from the issuance of Permitted Subordinated Debt shall not be required to reduce the Total Revolving Commitment. The amount of each principal repayment of outstanding Term Loans (made as ~~defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained~~ required by ~~the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in~~ this Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f5.02(h) shall be applied ~~pro rata~~ to reduce the ~~Loans~~then remaining Scheduled Term Loan Repayments on a PRO RATA basis (based upon the then remaining unpaid principal amounts of such Scheduled Term Loan Repayments after giving effect to all prior reductions thereto). (hi) ~~After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion.~~ With respect to each repayment of Loans required by this Section ~~4.2, so long as no Event~~ 5.02 (including repayments resulting from the reduction of ~~Default shall have occurred and be continuing~~the Total Revolving Commitment pursuant to Section 4.03(c)), the Borrower may designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which ~~such Eurodollar Loans were~~ made, ~~provided~~ PROVIDED that: (i) repayments of Eurodollar Loans pursuant to this Section ~~4.2~~ 5.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing ~~Amount~~Amount applicable thereto, such Borrowing shall be ~~automatically~~ converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of any Tranche of Loans made pursuant to a Borrowing shall be applied ~~pro rata~~ PRO RATA among the Lenders which made such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (ij) ~~In addition~~ Notwithstanding anything to the contrary contained in this Agreement or in any other ~~mandatory repayments pursuant to this Section 4.2~~Credit Document, (i) except as provided in clause (k) below, all then outstanding ~~Revolving~~ Loans shall be repaid in full on the ~~Revolving Loan~~ Final Maturity Date and (ii) ~~unless the Required Lenders otherwise agree in writing,~~ all then outstanding Loans shall be repaid in full on the date on which a Change of Control ~~occurs~~occurs (unless the Required Lenders otherwise agree in writing). (k) Subject to Section 2.13, (i) upon the occurrence of the Final Maturity Date and the failure of such Lender (or the Administrative Agent on its behalf) to have received on such date payment in full of the Loans (and interest and Fees thereon) outstanding on such date, (ii) after the occurrence and during the continuance of an Event of Default under Section 10.01, 10.05 or 10.11 or (iii) after the occurrence and during the continuance of any Event of Default that occurs due to noncompliance with Sections 9.11 through 9.17 and such Event of Default (including if such Event of Default is a Specified Event of Default under and defined in the Amended and Restated Preferred Stock Issuance and Capital Contribution Agreement) shall continue for a period of 30 or more Business Days after notice thereof from the Borrower (each a "Trigger Event"), each Lender shall have the option, at its sole discretion, in accordance with the Amended and Restated Preferred Stock Issuance and Capital Contribution Agreement to convert (the "Conversion Option") all or a portion of such Lender's outstanding Loans (and accrued and unpaid interest and Fees thereon) into Parent Preferred Stock having a liquidation preference equal to the aggregate principal amount of such Loans (and interest and Fees thereon accrued and unpaid to the date of conversion). The provisions of this Section 5.02(k), and the ability of each Lender to exercise its Conversion Option, shall cease upon the occurrence of the Conversion Option Termination Date. (l) To the extent Parent makes a Parent Investment under and as defined in the Amended and Restated Preferred Stock Issuance and Capital Contribution Agreement, the Borrower agrees to issue and sell its common stock to Parent at a price per share to be determined in good faith by the Borrower and Parent, for an aggregate cash purchase price equal to the Capital Contribution Amount (as defined in the Amended and Restated Preferred Stock Issuance and Capital Contribution Agreement). The Borrower also agrees to deliver to Parent on the Notice Date (as defined in the Amended and Restated Preferred Stock Issuance and Capital Contribution Agreement), an Officer's Certificate (with a copy to the Administrative Agent) setting forth the calculations of the Capital Contribution Amount (as defined in the Amended and Restated Preferred Stock Issuance and Capital Contribution Agreement) pursuant to Section 2.1 of the Amended and Restated Preferred Stock Issuance and Capital Contribution Agreement (the "Conversion/Contribution Certificate"), which calculations shall be in substantially similar detail as in a Compliance Certificate, and, if applicable, setting forth the Capital Contribution Amount that may be made by Parent pursuant to the terms of Section 2 of the Amended and Restated Preferred Stock Issuance and Capital Contribution Agreement in order to cure any Specified Events of Default thereunder.

Appears in 1 contract

Samples: Credit Agreement (Fairpoint Communications Inc)

Mandatory Repayments. (a) On If, on any day ~~on which~~ the sum of (I) the aggregate outstanding principal amount of ~~all~~ Revolving Loans ~~(after giving effect to all other repayments thereof on such date)~~ and Swingline Loans and (II) the aggregate amount of ~~all~~ Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall ~~prepay~~ on such day ~~the principal of~~ repay Swingline Loans, and if no Swingline Loans remain outstanding, Revolving Loans in an amount equal to such excess. If, after giving effect to the ~~prepayment~~ repayment of all outstanding Revolving Loans and Swingline Loans, the aggregate amount of ~~the~~ Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment ~~at such time~~as then in effect or, if the Total Revolving Loan Commitment has been terminated, the Borrower shall pay to the Administrative Agent at the Payment Office ~~on such day~~ an amount of cash ~~and/or~~ or Cash Equivalents equal to ~~the amount of~~ such ~~excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time)~~excess, such cash ~~and/or~~ or Cash Equivalents to be held as security for all obligations of the Borrower ~~to the Issuing Lender and the Lenders~~ hereunder in a cash collateral account to be established by by, and satisfactory to, the Administrative ~~Agent~~Agent and the Borrower until the Letter of Credit Outstandings do not exceed the Total Revolving Loan Commitment or all Letters of Credit have been terminated or expire. (b) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be ~~first applied~~ required to repay on each date set forth below a portion of the principal amount of A Term Loans, to the extent then outstanding, equal to the principal amount set forth below opposite such date ~~as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and~~ (~~h), second~~each such repayment, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same may be reduced as provided in ~~such order. All repayments of Loans pursuant to Section 4.2(b)~~Sections 4.01 and 4.02, ~~(c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After~~ an ~~Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (~~"A Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan ~~Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.~~Scheduled Repayment"):

Appears in 1 contract

Samples: Credit Agreement (Vestar Capital Partners Iv Lp)

Mandatory Repayments. (a) On any day on which the sum of (I) the aggregate outstanding principal amount of ~~all Revolving~~ Loans (after giving effect to all other repayments thereof on such date) and (II) the aggregate amount of all ~~Letter~~ Letters of Credit ~~Outstandings~~ Outstanding under the Facility exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total ~~Revolving Loan~~ Commitment at such ~~time~~time (including as a result of the termination of the Non-Extending Commitments on the Non-Extending Commitment Maturity Date), the Borrower shall ~~prepay~~ repay on such ~~day~~ date the principal of ~~Revolving~~ Loans in an amount equal to such excess. If, after giving effect to the ~~prepayment~~ repayment of all outstanding ~~Revolving~~ Loans, the aggregate amount of the ~~Letter~~ Letters of Credit ~~Outstandings~~ Outstanding under the Facility exceeds the Total ~~Revolving Loan~~ Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the ~~Letter~~ Letters of Credit ~~Outstandings~~ Outstanding under the Facility at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing ~~Lender~~ Lenders and the Lenders ~~hereunder~~ in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~5.02, the Borrower may designate the ~~Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the~~ specific Borrowing or Borrowings ~~pursuant~~ to which such ~~Eurodollar Loans were made~~repayment shall apply, provided ~~that:~~ that (i) repayments of ~~Eurodollar~~ Loans pursuant to this Section ~~4.2~~ 5.02 may only be made on the last day of an Interest Period applicable thereto unless all ~~Eurodollar~~ Loans with Interest Periods ending on such date of required repayment ~~and all Base Rate Loans~~ have been paid in ~~full;~~ full and (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of ~~any~~ Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (ic) ~~In addition~~ Notwithstanding anything to ~~any other mandatory repayments pursuant to~~ the contrary contained elsewhere in this ~~Section 4.2~~Agreement, (ix) all then outstanding ~~Revolving~~ Loans issued by the Non-Extending Lenders shall be repaid in full on the ~~Revolving Loan~~ the Non-Extended Commitment Maturity Date and (iiy) ~~unless the Required Lenders otherwise agree in writing,~~ all then outstanding Loans issued by the Extending Lenders shall be repaid in full on the ~~date on which a Change~~ Extended Commitment Maturity Date. (d) If for any reason, at any time during the five (5) Business Day period immediately preceding the Non-Extended Commitment Maturity Date, (x) the Non-Extending Lenders’ aggregate participations in the Letters of ~~Control occurs~~Credit Outstanding exceeds (y) the amount of the Extended Commitments minus the Extending Lenders’ aggregate participations in the Letters of Credit Outstanding at such time and the aggregate principal amount of all Loans then outstanding, then the Borrower shall promptly prepay or cause to be promptly prepaid Loans and/or cash collateralize Letters of Credit Outstanding in an aggregate amount necessary to eliminate such excess; provided that the Borrower shall not be required to cash collateralize the Letters of Credit Outstanding pursuant to this sentence unless after the prepayment in full of the Loans such excess has not been eliminated.

Appears in 1 contract

Samples: Credit Agreement (Atwood Oceanics Inc)

Mandatory Repayments. ~~(a)~~ On the date of any ~~day on which the sum of (I) the aggregate outstanding principal amount of all~~ Revolving Loan Commitment reduction provided for in this Subsection 1.6, Borrower shall repay Revolving Loans ~~(after giving effect to all other repayments thereof on such date) and (II)~~ or reduce the ~~aggregate amount of all~~ Letter of Credit ~~Outstandings exceeds~~ Liability pursuant to Subsection 1.18 in an amount at least sufficient to reduce the ~~lesser of the Borrowing Base Amount and the Total Revolving Loan Commitment at such time, the Borrower shall prepay on such day the~~ aggregate principal balance of Revolving Loans ~~in an amount equal to such excess. If, after giving effect to~~ then outstanding plus the ~~prepayment of all outstanding Revolving Loans, the aggregate~~ amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal Liability then outstanding to the amount of ~~such excess (up to a maximum~~ the Revolving Loan Commitment as so reduced. If at any time the aggregate outstanding amount ~~equal to~~ of Revolving Loans plus the amount of the Letter of Credit ~~Outstandings~~ Liability then outstanding exceeds the Revolving Loan Commitment, Borrower shall repay Revolving Loans or reduce the Letter of Credit Liability pursuant to Subsection 1.18 in an amount at ~~such time), such cash and/or Cash Equivalents~~ least sufficient to ~~be held as security for all obligations~~ reduce the aggregate principal balance of Revolving Loans then outstanding plus the amount of the ~~Borrower~~ Letter of Credit Liability then outstanding to the ~~Issuing Lender~~ amount of the Revolving Loan Commitment, and until such repayment is made, Lenders shall not be obligated to make any Loans or issue any Letters of Credit. If at any time the ~~Lenders hereunder~~ aggregate outstanding amount of the Swingline Loans outstanding exceeds the Swingline Loan Commitment, Borrower shall repay Swingline Loans in ~~a cash collateral account~~ an amount at least sufficient to reduce the aggregate principal balance of Swingline Loans then outstanding to the amount of the Swingline Loan Commitment, and until such repayment is made, Lenders, including the Swingline Line Lender, shall not be ~~established by~~ obligated to make any Loans, including the ~~Administrative Agent. (b) In addition to any other mandatory~~ Swingline Loans. Any repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (fSubsection 1.6(C) shall be applied ~~pro rata to the Loans. (h) After an Event of Default shall have occurred~~ in accordance with Subsection 1.8, and ~~be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans)~~ shall be ~~repaid in its sole discretion. With respect to each repayment of Loans required~~ accompanied by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made accrued interest on the ~~last day of an Interest Period~~ amount repaid and any applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretionBreakage Fees. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 1 contract

Samples: Credit Agreement (Surewest Communications)

Mandatory Repayments. (a) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans, (II) the aggregate outstanding principal amount of all Competitive Bid Loans, (III) the aggregate outstanding principal amount of all Swingline Loans ~~(after giving effect to all other repayments thereof on such date)~~ and (IIIV) the aggregate amount of all Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full (or if no Swingline Loans are outstanding), Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the sum of (I) the aggregate outstanding principal amount of all Competitive Bid Loans and (II) the aggregate amount of ~~the~~ all Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at as then in effect, the Borrower shall prepay on such ~~time~~date the principal of Competitive Bid Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Loans, the aggregate amount of all Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such ~~excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time)~~excess, such cash and/or Cash Equivalents to be held as security for all ~~obligations~~ Obligations of the Borrower to ~~the~~ each Issuing Lender and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (bi) ~~In addition to~~ If on any day (A) the sum of (I) the aggregate outstanding principal amount of all Revolving Loans, (II) the aggregate outstanding principal amount of all Swingline Loans, (III) the aggregate outstanding principal amount of all Competitive Bid Loans, (IV) the aggregate amount of all Letter of Credit Outstandings and (V) the aggregate outstanding principal amount of all other ~~mandatory repayments pursuant to this~~ Unsecured Consolidated Total Indebtedness of Trizec exceeds the Borrowing Base Amount at such time (based on the Borrowing Base Certificate last delivered or then being delivered) (such excess, the “Borrowing Base Amount Deficiency”) or (B) a Default exists under Section ~~4.2~~9.14 (such Default, ~~on each date on or after the Initial Borrowing Date upon which~~ a “Section 9.14 Default”), the Borrower shall, within 10 days thereafter (or ~~any~~ on such day to the extent required by Section 8.13), either (x) prepay outstanding Loans and/or cash collateralize outstanding Letters of ~~its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000~~ Credit in the ~~aggregate during any fiscal year of~~ order provided in clause (c)(ii) below in an amount sufficient to eliminate such Borrowing Base Amount Deficiency or to cure such Section 9.14 Default, as applicable, (y) add one or more Borrowing Base Properties to the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans Borrowing Base in accordance with the ~~requirements~~ procedures set forth in this Agreement which would have the effect (i) in the case of ~~Sections 4.2(g~~a Borrowing Base Amount Deficiency, of increasing the Borrowing Base Value in an aggregate amount sufficient to eliminate such Borrowing Base Amount Deficiency or (ii) in the case of a Section 9.14 Default, of increasing the Borrowing Base Property NOI in an amount sufficient to cure such Section 9.14 Default or (z) effect a combination of the actions described in preceding clauses (x) and (h)y) so as to eliminate such Borrowing Base Amount Deficiency or Section 9.14 Default, ~~third, any remainder to any outstanding Term Loans, and fourth, with the balance~~as applicable (it being understood that, if ~~any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to~~ any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists ~~and such Net Recovery Event Proceeds do not exceed $1,000,000~~ (other than, in the ~~aggregate~~ case of Section 4.02(b)(i)(A) the Default resulting from the Borrowing Base Amount Deficiency in ~~any fiscal year~~ question, and in the case of Section 4.02(b)(i)(B) the Section 9.14 Default in question), the Borrower ~~such Net Recovery Event Proceeds~~ shall ~~not~~ be required to ~~be so applied on such date to~~ take the actions described in preceding clause (x)). (ii) To the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds elects (or ~~such earlier date, if any, as the Borrower~~ is required) to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit to eliminate any Borrowing Base Amount Deficiency or ~~the relevant Domestic Subsidiary determines not~~ to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) cure any Section 9.14 Default as provided ~~above~~ in ~~this Section 4.2(e~~clause (b)(i) ~~without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2~~above, ~~on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of~~ the Borrower shall ~~be first applied on such date as a mandatory repayment of~~ (1) first, prepay principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Swingline Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.,

Appears in 1 contract

Samples: Credit Agreement (Trizec Properties Inc)

Appears in 1 contract

Samples: Credit Agreement (Yellow Roadway Corp)

Mandatory Repayments. (a) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date) and (II) the aggregate amount of all Letter of Credit Outstandings exceeds ~~the lesser of the Borrowing Base Amount and~~ the Total Revolving Loan Commitment at such time, the Borrower shall prepay on such day the principal of Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing ~~Lender~~ Lenders and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, ~~(i) all then outstanding Revolving Loans~~ on each date set forth below, the Borrower shall be ~~repaid~~ required to repay a portion of the principal amount of A-1 Term Loans, to the extent then outstanding, equal to the aggregate principal amount of A-1 Term Loans incurred hereunder multiplied by the percentage set forth below opposite each such date (each such repayment, as the same may be reduced as provided in ~~full on the Revolving~~ Sections 4.01 or 4.02, an “A-1 Term Loan ~~Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.~~Scheduled Repayment”): A-1 Term Loan Scheduled Repayment Date

Appears in 1 contract

Samples: Credit Agreement (Hughes Electronics Corp)

Mandatory Repayments. (a) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (IIIII) the aggregate amount of all Letter of Credit Outstandings exceeds ~~the lesser of the Borrowing Base Amount and~~ the Total Revolving Loan Commitment at such time, the Borrower shall prepay on such day the principal of Swingline Loans and, after all outstanding Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, outstanding Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all ~~obligations~~ Obligations of the Borrower to the Issuing ~~Lender~~ Lenders and the Lenders hereunder in a cash collateral account to be established and controlled by the Administrative Agent. (bi) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, on each date ~~on or after the~~ set forth below (each, a “Scheduled Initial ~~Borrowing Date upon which~~ Term Loan Repayment Date”), the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall ~~first~~ be ~~applied on such date as a mandatory repayment of~~ required to repay that principal ~~of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum~~ amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Initial Term Loans, ~~and fourth~~to the extent then outstanding, as is set forth opposite each such date below (each such repayment, as the same may be (x) reduced as provided in Section 5.01(a), 5.01(b) or 5.02(g) or (y) increased as provided in Section 2.14(c), a “Scheduled Initial Term Loan Repayment”): Scheduled Initial Term Loan Repayment Date Amount The last Business Day of the Borrower’s fiscal quarter ending March 31, 2014 $ 812,500 The last Business Day of the Borrower’s fiscal quarter ending June 30, 2014 $ 812,500 The last Business Day of the Borrower’s fiscal quarter ending September 30, 2014 $ 812,500 The last Business Day of the Borrower’s fiscal quarter ending December 31, 2014 $ 812,500 The last Business Day of the Borrower’s fiscal quarter ending March 31, 2015 $ 812,500 The last Business Day of the Borrower’s fiscal quarter ending June 30, 2015 $ 812,500 The last Business Day of the Borrower’s fiscal quarter ending September 30, 2015 $ 812,500 The last Business Day of the Borrower’s fiscal quarter ending December 31, 2015 $ 812,500 The last Business Day of the Borrower’s fiscal quarter ending March 31, 2016 $ 812,500 The last Business Day of the Borrower’s fiscal quarter ending June 30, 2016 $ 812,500 The last Business Day of the Borrower’s fiscal quarter ending September 30, 2016 $ 812,500 Scheduled Initial Term Loan Repayment Date Amount The last Business Day of the Borrower’s fiscal quarter ending December 31, 2016 $ 812,500 The last Business Day of the Borrower’s fiscal quarter ending March 31, 2017 $ 812,500 The last Business Day of the Borrower’s fiscal quarter ending June 30, 2017 $ 812,500 The last Business Day of the Borrower’s fiscal quarter ending September 30, 2017 $ 812,500 The last Business Day of the Borrower’s fiscal quarter ending December 31, 2017 $ 812,500 The last Business Day of the Borrower’s fiscal quarter ending March 31, 2018 $ 812,500 The last Business Day of the Borrower’s fiscal quarter ending June 30, 2018 $ 812,500 The last Business Day of the Borrower’s fiscal quarter ending September 30, 2018 $ 812,500 The last Business Day of the Borrower’s fiscal quarter ending December 31, 2018 $ 812,500 The last Business Day of the Borrower’s fiscal quarter ending March 31, 2019 $ 812,500 The last Business Day of the Borrower’s fiscal quarter ending June 30, 2019 $ 812,500 The last Business Day of the Borrower’s fiscal quarter ending September 30, 2019 $ 812,500 The last Business Day of the Borrower’s fiscal quarter ending December 31, 2019 $ 812,500 The last Business Day of the Borrower’s fiscal quarter ending March 31, 2020 $ 812,500 The last Business Day of the Borrower’s fiscal quarter ending June 30, 2020 $ 812,500 The last Business Day of the Borrower’s fiscal quarter ending September 30, 2020 $ 812,500 Initial Term Loan Maturity Date $ 303,062,500 (or, if less, the then remaining aggregate outstanding principal amount of Initial Term Loans ) (ii) In addition to any other mandatory repayments pursuant to this Section 5.02, the Borrower, if applicable, shall be required to make, with respect to each Tranche of Incremental Term Loans, to the ~~balance~~extent then outstanding, scheduled amortization payments of such Tranche of Incremental Term Loans on the dates and in the principal amounts set forth in the respective Incremental Term Loan Commitment Agreement (each such date, a “Scheduled Incremental Term Loan Repayment Date”, and each such repayment, as the same may, if ~~any~~applicable, ~~being retained by the Borrower~~ be (x) reduced as provided in Section 5.01(a), 5.01(b) or ~~applicable Domestic Subsidiary~~5.02(g) or (y) increased as provided in Section 2.14(c), a “Scheduled Incremental Term Loan Repayment”). (c) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, on each date on or after the Initial Borrowing Date upon which ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any issuance or incurrence by ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries of Indebtedness for borrowed money ~~(other than Indebtedness for borrowed money permitted~~ the incurrence of which is not otherwise permissible hereunder, an amount equal to ~~be incurred pursuant to Section 9.4 as in effect on the Effective Date),~~ 100% of the Net Debt Proceeds of the respective incurrence of Indebtedness shall ~~first~~ be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~5.02(g) and (h)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~. (d) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, on each date on or after the Initial Borrowing Date upon which ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any Asset Sale, an amount equal to 100% of the Net Sale Proceeds therefrom shall ~~first~~ be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~5.02(g) and (h)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~; provided, however, that with respect to no more than $~~500,000~~ 30,000,000 in the aggregate of ~~cash proceeds from Asset Sales~~ such Net Sale Proceeds received by Holdings or its Subsidiaries in any fiscal year of ~~the Borrower~~Holdings, ~~the~~ such Net Sale Proceeds ~~therefrom~~ shall not be required to be so applied on such date so long as no Default ~~and no~~ or Event of Default then ~~exits~~ exists and such Net Sale Proceeds shall be used or committed (pursuant to a binding commitment) to be used to purchase assets ~~(other than working capital)~~ used or to be used in the businesses permitted pursuant to Section ~~9.15~~ 10.11 within 90 365 days or, in the case of any such commitment, within 545 days (or, in the case of the sale or disposition of the 00xx Xxxxxx Property (the “86th Street Asset Sale”), 30 months) following the date of such Asset Sale, ; and provided further, however, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section ~~4.2(d~~5.02(d) are not so reinvested within such 90365-day or 545-day (or 30-month, as applicable) period (or such earlier date, if any, as ~~the Borrower~~ Holdings or the relevant ~~Domestic~~ Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section ~~4.2(d~~5.02(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, on each Excess Cash Flow Payment Date, an amount equal to the remainder (if positive) of (A) the Applicable Excess Cash Flow Repayment Percentage of the Excess Cash Flow for the related Excess Cash Flow Payment Period minus (B) the aggregate amount of principal repayments of Loans (other than any Term Loans (calculated at the face amount thereof) purchased or repaid pursuant to an Auction or an open market purchase pursuant to Section 2.17) to the extent (and only to the extent) that such repayments were made as a voluntary prepayment pursuant to Section 5.01 with internally generated funds (but in a case of a voluntary prepayment of Revolving Loans or Swingline Loans, only to the extent accompanied by a voluntary reduction to the Total Revolving Loan Commitment in an amount equal to such prepayment) during the relevant Excess Cash Flow Payment Period, shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h). (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 30 days following each date on or after the Initial Borrowing Date upon which ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any Recovery ~~Event~~Event (other than Recovery Events where the Net Recovery Event Proceeds therefrom do not exceed $500,000), an amount equal to 100% of the Net Recovery Event Proceeds from such Recovery Event shall ~~first~~ be applied within such 30 day period as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~5.02(g) and (h)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~; provided, ~~however~~however that, ~~that~~ so long as no Default or Event of Default then ~~exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower~~ exists, such Net Recovery Event Proceeds shall not be required to be so applied on within such ~~date~~ 30 day period to the extent ~~that the Borrower has delivered a certificate to the Administrative Agent stating~~ that such Net Recovery Event Proceeds shall be used or committed (pursuant to ~~replace~~ a binding commitment) to be used to purchase assets used or ~~restore~~ to be used in the businesses permitted pursuant to Section 10.11 within 365 days or, in the case of any ~~properties or assets in respect of which~~ such ~~Net Recovery Event Proceeds were paid~~ commitment, within ~~180~~ 545 days following the date of the receipt of such Net Recovery Event ~~Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended)~~Proceeds; and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within ~~180~~ 365 days or 545 days, as applicable, after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as ~~the Borrower~~ Holdings or the relevant ~~Domestic~~ Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section ~~4.2(e~~5.02(f) without regard to the immediately preceding proviso. (fg) ~~In addition~~ Each amount required to ~~any other mandatory prepayments~~ be applied pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c5.02(c), (d), (e) and (f) in accordance with this Section 5.02(g) shall be applied to repay the outstanding principal amount of Term Loans and shall be allocated among each Tranche of outstanding Term Loans on a pro rata basis, with each Tranche of Term Loans to be allocated its Term Loan Percentage of the ~~Loans~~amount of the respective repayment. The amount of each principal repayment of each Tranche of Term Loans made as required by Sections 5.02(c), 5.02(d), 5.02(e) and 5.02(f) shall be applied to reduce the then remaining Scheduled Term Loan Repayments of such Tranche of Term Loans on a pro rata basis (based upon the then remaining principal amounts of such Scheduled Term Loan Repayments of such Tranche of Term Loans after giving effect to all prior reductions thereto). (h) ~~After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion.~~ With respect to each repayment of Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~5.02, the Borrower may designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which such Eurodollar Loans were made, ; provided that: (i) repayments of Eurodollar Loans pursuant to this Section ~~4.2~~ 5.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans of the respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respective Tranche have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing ~~Amount~~Amount applicable thereto, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole ~~discretion~~discretion with a goal, but not an obligation, of minimizing breakage cost owing under Section 2.11. (i) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, (i) notwithstanding anything to the contrary contained herein, all then outstanding ~~Revolving~~ Loans of a respective Tranche (other than Swingline Loans) shall be repaid in full on the respective Maturity Date for such Tranche of Loans, and (ii) outstanding Swingline Loans shall be repaid in full on the ~~Revolving Loan Maturity Date~~ earlier of (x) the fifth Business Day following the date of the incurrence of such Swingline Loans and (y) the Swingline Expiry Date. (j) Notwithstanding any other provisions of Section 5.02(d) or (f), (i) to the extent that any of or all the Net Sale Proceeds of any Asset Sale by a Foreign Subsidiary (a “Foreign Asset Sale”) or the Net Recovery Event Proceeds of any Recovery Event from a Foreign Subsidiary (a “Foreign Recovery Event”) are prohibited or delayed by applicable local law from being repatriated to the United States, an amount equal to the portion of such Net Sale Proceeds or Net Recovery Event Proceeds so affected will not be required to be applied to repay Term Loans at the times provided in Section 5.02(d) or (f), as applicable, but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Sale Proceeds or Net Recovery Event Proceeds is permitted under the applicable local law, such repatriation will be immediately effected and an amount equal to such repatriated Net Sale Proceeds or Net Recovery Event Proceeds will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to Section 5.02(d) or (f), as applicable, and (ii) ~~unless~~ to the ~~Required Lenders otherwise agree~~ extent that the Borrower has determined in ~~writing~~good faith that repatriation of any of or all the Net Sale Proceeds or Net Recovery Event Proceeds of any Foreign Asset Sale or any Foreign Recovery Event would have a material adverse tax cost consequence with respect to such Net Sale Proceeds or Net Recovery Event Proceeds, ~~all then outstanding Loans shall~~ the Net Sale Proceeds or Net Recovery Event Proceeds so affected may be ~~repaid~~ retained by the applicable Foreign Subsidiary; provided that, in ~~full~~ the case of this clause (ii), on or before the date on which the amount of any Net Sale Proceeds or Net Recovery Event Proceeds from any Foreign Asset Sale or Foreign Recovery Event so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to Section 5.02(d) or (f), (x) the Borrower shall apply an amount equal to such Net Cash Proceeds or Net Recovery Event Proceeds to such reinvestments or prepayments as if such Net Cash Proceeds or Net Recovery Event Proceeds 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 Net Recovery Event Proceeds had been repatriated (or, if less, the Net Cash Proceeds or Net Recovery Event Proceeds that would be calculated if received by such Foreign Subsidiary) or (y) such Net Cash Proceeds or Net Recovery Event Proceeds are applied to the repayment of Indebtedness of a ~~Change of Control occurs~~Foreign Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Town Sports International Holdings Inc)

Mandatory Repayments. (a) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date) and (II) the aggregate amount of all Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total Revolving Loan Commitment at such time, the Borrower shall prepay on such day ~~the principal of~~ Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all ~~obligations~~ Obligations of the Borrower to the Issuing ~~Lender~~ Lenders and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) In Subject to Section 9.16, in addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, on the fifteenth calendar day (or, if not a Business Day, the immediately preceding Business Day) of each March, June, September and December, the Borrower shall be required to repay $6,250,000 of the principal amount of Term Loans, to the extent then outstanding, and the aggregate principal amount of all Term Loans then outstanding shall be repaid on the Term Loan Maturity Date (each such date, a “Scheduled Term Loan Repayment Date”; each such repayment, as the same may be reduced as provided in Section 5.01(a) or 5.01(b), a “Scheduled Term Loan Repayment”). (c) If a Change of Control occurs, the Borrower shall promptly prepay all outstanding Term Loans of each Term Lender at a purchase price in cash equal to 101% of the principal amount of such Term Loans plus accrued and unpaid interest, if any, to, but excluding, the date of purchase. (d) All Net Available Cash from Asset Dispositions that is not applied or invested (or committed pursuant to a written agreement to be applied or invested) as provided in Section 10.05(c) within 365 days after receipt of such Net Available Cash (or in the case of any amount committed to be so applied or reinvested, which are not actually so applied or reinvested within 180 days following such 365 day period) will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Borrower shall be required to offer to prepay Term Loans in accordance with Section 5.02(e) in an amount equal to the Loan First Lien Percentage (determined as of a date selected by the Borrower that is within 10 days prior to the date on or which a Prepayment Option Notice is given to the Administrative Agent in accordance with Section 5.02(e)) of such Excess Proceeds to prepay the maximum principal amount of the Term Loans that may be prepaid out of the Loan First Lien Percentage of such Excess Proceeds (such amount, the “Prepayment Amount”) and such Excess Proceeds so prepaid shall be applied as a mandatory prepayment in accordance with the requirements of 5.02(g) and (h). (e) Notwithstanding anything to the contrary in 13.06, within one Business Day of receiving Excess Proceeds in accordance with Section 5.02(d), the Borrower shall give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each 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 M, and shall include an offer by the Borrower to prepay on the date (each a “Mandatory Prepayment Date”) that is 10 Business Days after the ~~Initial Borrowing Date upon~~ date of the Prepayment Option Notice, the Loans of such Term Lender by an amount equal to such Term Lender’s pro rata (subject to rounding) portion of the Prepayment Amount so indicated in such Term Lender’s Prepayment Option Notice as being applicable to such Term Lender’s Loans. If such Term Lender would like to reject all or a portion of such prepayment offer, such Term Lender shall execute and return such Prepayment Option Notice to the Administrative Agent within 5 Business Days after the date of the Prepayment Option Notice indicating its election to so reject such prepayment offer (and any Term Lender which does not execute and return such Prepayment Option Notice to the Administrative Agent within such 5 Business Days shall be deemed to have accepted such prepayment offer). 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 Term Lenders have accepted such prepayment offer as described above, and (ii) the Borrower shall be entitled to retain and apply the remaining portion of the Prepayment Amount not accepted by the relevant Term Lenders (the “Unutilized Excess Proceeds”) for general corporate purposes, including the repayment of Indebtedness, or ~~any of~~ as otherwise required or permitted pursuant to its ~~Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity~~other contractual requirements, subject to the other covenants contained in this Agreement. After giving effect to such offer and prepayment, the ~~Net Equity~~ amount of Excess Proceeds ~~in excess of $3,000,000 in~~ shall be reset at zero. (f) On each Excess Cash Flow Payment Date after the ~~aggregate during any fiscal year of~~ Effective Date, an amount equal to the ~~Borrower of such capital contribution or sale or issuance of equity~~ Excess Cash Flow Repayment Amount shall ~~first~~ be applied ~~on such date~~ as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~5.02(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) ~~Notwithstanding anything in Section 4.2(b),~~ (~~c), (d~~I) Each amount required to be applied pursuant to Sections 5.02(d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f5.02(e) shall be applied to repay outstanding Term Loans, on a pro rata to basis among the ~~Loans~~Lenders. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 1 contract

Samples: Amendment Agreement (Lee Enterprises, Inc)

Mandatory Repayments. (a) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (IIIII) the aggregate amount of all Letter of Credit Outstandings exceeds the lesser of ~~the Borrowing Base Amount and~~ (x) the Total Revolving Loan Commitment at such ~~time~~time and (y) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered), the Borrower shall prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the lesser of (x) the Total Revolving Loan Commitment at such ~~time~~time and (y) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered), the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Lender and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, on each date set forth below, the Borrower shall be required to repay that principal amount of Term Loans, to the extent then outstanding, as is set forth opposite each such date below (each such repayment, as the same may be reduced as provided in Sections 4.01(a) and 4.02(h), a "Scheduled Repayment"): SCHEDULED REPAYMENT DATE AMOUNT ------------------------ ------ September 30, 2000 $ 500,000 December 31, 2000 $ 500,000 March 31, 2001 $1,250,000 June 30, 2001 $1,250,000 September 30, 2001 $1,250,000 December 31, 2001 $1,250,000 March 31, 2002 $1,750,000 June 30, 2002 $1,750,000 September 30, 2002 $1,750,000 December 31, 2002 $1,750,000 March 31, 2003 $2,000,000 June 30, 2003 $2,000,000 September 30, 2003 $2,000,000 December 31, 2003 $2,000,000 March 31, 2004 $2,250,000 June 30, 2004 $2,250,000 September 30, 2004 $2,250,000 Term Loan Maturity Date $2,250,000 (c) In addition to any other mandatory repayments pursuant to this Section 4.02, within five Business Days after each date on or after the Initial Borrowing Date upon which ~~the Borrower~~ Holding or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its ~~equity~~equity (other than cash proceeds received (i) from the issuance by Holding of shares of its common stock (including as a result of the exercise of any options, warrants or rights with respect thereto), or options, warrants or rights to purchase shares of its common stock, to officers, directors and employees of Holding or any of its Subsidiaries in an aggregate amount not to exceed $250,000 in any fiscal year of Holding, (ii) to fund an Excluded Equity Transaction or (iii) from equity contributions to any Subsidiary of the Holding to the extent made by Holding or another Subsidiary of Holding), an amount equal to 50% of the Net Equity Proceeds ~~in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower~~ of such capital contribution or sale or issuance of equity shall ~~first~~ be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~4.02(h) and (hi)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~. (cd) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, on each date on or after the Initial Borrowing Date upon which ~~the Borrower~~ Holding or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any ~~issuance or~~ incurrence by ~~the Borrower~~ Holding or any of its ~~Domestic~~ Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section ~~9.4~~ 9.04 as such Section is in effect on the Effective Date), an amount equal to 100% of the Net Debt Proceeds of the respective incurrence of Indebtedness shall ~~first~~ be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~4.02(h) and (hi)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~. (de) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, on each date on or after the Initial Borrowing Date upon which ~~the Borrower~~ Holding or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any Asset Sale, an amount equal to 100% of the Net Sale Proceeds therefrom shall ~~first~~ be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~4.02(H) ~~and~~ AND (hI)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~; ~~provided, however,~~ PROVIDED that with respect to no more than $~~500,000~~ 3,000,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of Holding plus the ~~Borrower~~Net Sale Proceeds (if any) received from the Permitted Singapore Transaction, the Net Sale Proceeds therefrom (in either case) shall not be required to be so applied on such date so long as no Default ~~and no~~ or Event of Default then ~~exits~~ exists and such Net Sale Proceeds shall be used to purchase replacement assets or otherwise for Capital Expenditures (~~other than working capital~~in either case) ~~used or to be used in the businesses permitted pursuant to Section 9.15~~ within 90 270 days following the date of ~~such~~ the respective Asset Sale, and ~~provided further~~PROVIDED FURTHER, that if all or any portion of such Net Sale Proceeds not required to be so applied to the repayment of outstanding Term Loans as provided ~~above~~ in this Section ~~4.2(d~~4.02(e) are not so reinvested within such 90270-day period (or such earlier date, if any, as the Borrower ~~or the relevant Domestic Subsidiary~~ determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section ~~4.2(d~~4.02(e) without regard to the preceding proviso. (ef) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, on each Excess Cash Payment Date, an amount equal to 75% of the ~~date on or after~~ Excess Cash Flow for the ~~Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event~~ relevant Excess Cash Payment Period shall ~~first~~ be applied as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Sections 4.02(h) and (~~as defined~~ i). (g) In addition to any other mandatory repayments pursuant to this Section 4.02, within 10 days following each date on or after the Initial Borrowing Date upon which Holding or any of its Subsidiaries receives any cash proceeds from any Recovery Event (other than Recovery Events in which the ~~First Horizon International Financing documents) (up~~ Net Insurance Proceeds therefrom do not exceed $250,000), an amount equal to ~~a maximum amount of 50~~100% of the Net Insurance Proceeds from such ~~Net~~ Recovery Event ~~Proceeds), second, any remainder~~ shall be applied as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Sections ~~4.2(g~~4.02(h) and (hi)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~; ~~provided, however,~~ PROVIDED that so long as no Default or Event of Default then exists and such Net ~~Recovery Event~~ Insurance Proceeds do not exceed $~~1,000,000 in the aggregate in any fiscal year of the Borrower~~ 3,000,000, such Net ~~Recovery Event~~ Insurance Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net ~~Recovery Event~~ Insurance Proceeds shall be used to replace or restore any properties or assets in respect of which such Net ~~Recovery Event~~ Insurance Proceeds were paid within ~~180~~ 270 days following the date of the receipt of such Net ~~Recovery Event~~ Insurance Proceeds (which certificate shall set forth the estimates of the Net ~~Recovery Event~~ Insurance Proceeds to be so expended); , and ~~provided further~~PROVIDED FURTHER, that (i) if the amount of such Net Insurance Proceeds exceeds $3,000,000, then the entire amount of such Net Insurance Proceeds (and not just the portion of such Net Insurance Proceeds in excess of $3,000,000) shall be applied as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.02(g) and (ii) if all or any portion of such Net ~~Recovery Event~~ Insurance Proceeds not required to be so applied to the repayment of outstanding Term Loans pursuant to the preceding proviso are not so used within ~~180~~ 270 days after the date of the receipt of such Net ~~Recovery Event~~ Insurance Proceeds (or such earlier date, if any, as the Borrower ~~or the relevant Domestic Subsidiary~~ determines not to reinvest the Net ~~Recovery Event~~ Insurance Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as ~~defined~~ provided above in this Section 4.02(g) without regard to the ~~First Horizon International Financing documents)~~preceding proviso. Notwithstanding the foregoing, the provisions of this Section 4.02(g) with respect to any Net Insurance Proceeds received in respect of a Recovery Event for the Deer Park Facility shall be subject to the terms of the Existing Deer Park Mortgage so long as same remains in effect, and ~~third, with the balance, if any, being retained by~~ the Borrower or may, and shall use its best efforts to, apply all such Net Insurance Proceeds to restore the ~~applicable Domestic Subsidiary~~respective damage to the Deer Park Facility and not to repay the Existing Deer Park Mortgage. (gh) ~~Notwithstanding anything in Section 4.2(b), (c), (d) and (e)~~ Each amount required to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied ~~first~~ to the outstanding ~~Loans hereunder and any remainder to~~ Term ~~Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of~~ Loans pursuant to ~~Section 4.2(b), (c), (d), (e~~Sections 4.02(d) and (f) shall be applied ~~pro rata~~ to reduce the then remaining Scheduled Repayments on a PRO RATA basis (based upon the then remaining unpaid principal amounts of such Scheduled Repayments after giving effect to all prior reductions thereto). Each amount required to be applied to the ~~Loans~~outstanding Term Loans pursuant to Sections 4.02(c), (e) and (g) shall be applied (i) first, in direct order of maturity to those Scheduled Repayments which will be due and payable within 12 months after the date the respective repayment is otherwise required to be made pursuant to such Section 4.02(c), (e) or (g), as the case may be, and (ii) second, to the extent that the amount required to be so applied exceeds the amount to be applied pursuant to preceding clause (i), to reduce the then remaining Scheduled Repayments on a PRO RATA basis (based upon the then remaining unpaid principal amounts of such Scheduled Repayments after giving to all prior reductions thereto). (hi) ~~After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion.~~ With respect to each repayment of Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~4.02, the Borrower may designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which ~~such Eurodollar Loans were~~ made, ~~provided~~ PROVIDED that: (i) repayments of Eurodollar Loans pursuant to this Section ~~4.2~~ 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans of the respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respective Tranche have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing ~~Amount~~Amount applicable thereto, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied ~~pro rata~~ PRO RATA among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (ij) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, (i) all then outstanding ~~Revolving~~ Loans of any Tranche shall be repaid in full on the ~~Revolving Loan~~ respective Maturity Date for such Tranche of Loans and (ii) unless the Required Lenders otherwise ~~agree in writing~~agree, all then outstanding Loans shall be ~~repaid~~ prepaid in full on the 15th day after the date on which a Change of Control ~~occurs~~occurs (it being understood that nothing in this clause (ii) shall limit the rights of the Lenders pursuant to Section 10 as a result of an Event of Default under Section 10.10).

Appears in 1 contract

Samples: Credit Agreement (Hydrochem Industrial Services Inc)

Mandatory Repayments. (a) On If on any ~~day on which~~ date (including the Early Termination Date) the sum of (Ix) the aggregate outstanding principal amount of ~~all~~ Revolving Loans and Swingline Loans (after giving effect to all other repayments thereof on such date) and (IIy) the ~~aggregate amount of all~~ Letter of Credit Outstandings on such date, exceeds ~~the lesser of the Borrowing Base Amount and~~ the Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall ~~prepay~~ repay on such ~~day~~ date, the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, the principal of Revolving Loans in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans, the aggregate amount of ~~the~~ Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such ~~day~~ date an amount of (in U.S. Dollars) in cash and/or Cash Equivalents equal to ~~the amount of~~ such excess (up to ~~a maximum~~ the aggregate amount ~~equal to the~~ of Letter of Credit Outstandings at such time), ) and the Administrative Agent shall hold such ~~cash and/or Cash Equivalents to be held~~ payment as security for ~~all~~ the obligations of the Borrower to the ~~Issuing Lender and the~~ Lenders hereunder in pursuant to a cash collateral ~~account~~ agreement to be ~~established by~~ entered into in form and substance reasonably satisfactory to the Administrative Agent; provided that upon the occurrence of the Early Termination Date, the Borrower shall Cash Collateralize all Letter of Credit Outstandings. (b) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, ~~on each date on or after the Initial Borrowing Date upon which~~ the Borrower ~~or any~~ shall be required to make, with respect to each Tranche of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Incremental Term Loans, to the extent then outstanding, scheduled amortization payments of such Tranche of Incremental Term Loans on the dates and ~~fourth~~in the principal amounts set forth in the respective Incremental Term Loan Commitment Agreement (each such date, ~~with~~ a “Scheduled Incremental Term Loan Repayment Date”, and each such repayment, as the ~~balance~~same may be (x) reduced as provided in Section 5.01 or 5.02(h) or (y) increased as provided in Section 2.15(c), ~~if any, being retained by the Borrower or applicable Domestic Subsidiary~~a “Scheduled Incremental Term Loan Repayment”). (c) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, on within five Business Days after each date on or after the ~~Initial Borrowing~~ Effective Date upon which the Borrower or any of its ~~Domestic~~ Subsidiaries receives ~~any cash proceeds~~ Net Sale Proceeds from any ~~issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money~~ Asset Sale (other than ~~Indebtedness for borrowed money permitted~~ receivables (and related assets) subject to ~~be incurred~~ the Chinese Factoring Program sold pursuant to Section ~~9.4 as in effect on the Effective Date~~10.02(xiv) and/or a Foreign Receivables Facility sold pursuant to Section 10.02(xiii)), an amount equal to 100% of the Net ~~Debt~~ Sale Proceeds ~~of the respective incurrence of Indebtedness~~ from such Asset Sale shall ~~first~~ be applied ~~on such date~~ as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~5.02(g) and (h)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being~~ ; provided that (i) such Net Sale Proceeds may be retained by the Borrower and its Subsidiaries without giving rise to a mandatory repayment as otherwise required above, so long as no Default or ~~applicable Domestic Subsidiary~~Event of Default exists at the time such Net Sale Proceeds are received and an Authorized Officer of the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be used to purchase capital assets used or to be used in the businesses permitted pursuant to Section 10.01 (including, without limitation (but only to the extent permitted by Section 10.05), the purchase of the capital stock of a Person engaged in such businesses) or, in the case of Net Sale Proceeds received in connection with an IRB Sale-Leaseback Transaction, to make an Investment of the type described in Section 10.05(xxii) within one year following the date of receipt of such Net Sale Proceeds from such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended) and, provided further, that if all or any portion of such proceeds not required to be applied as a mandatory repayment pursuant to the preceding proviso are either (A) not so used or committed to be so used within one year after the date of the receipt of such proceeds or (B) if committed to be used within one year after the date of receipt of such proceeds and not so used within 18 months after the date of the receipt of such proceeds then, in either such case, such remaining portion not used or committed to be used in the case of preceding clause (A), and not used in the case of preceding clause (B), shall be applied within 10 days after the date occurring one year after the date of the receipt of proceeds from such Asset Sale in the case of clause (A) above, or the date occurring 18 months after the date of the receipt of proceeds from the respective Asset Sale in the case of clause (B) above, as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h). (d) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, on within one Business Day after each date on or after the ~~Initial Borrowing~~ Effective Date ~~upon~~ on which the Borrower or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any ~~Asset Sale~~incurrence of Indebtedness by the Borrower or any of its Subsidiaries (other than Indebtedness permitted to be incurred pursuant to Section 10.04 as in effect on the Effective Date), an amount equal to 100% of the Net ~~Sale~~ Cash Proceeds ~~therefrom~~ of the respective incurrence of Indebtedness shall ~~first~~ be applied ~~on such date~~ as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~5.02(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, on to the extent that any Incremental Term Loans are then outstanding, an amount equal to the Applicable Excess Cash Flow Percentage of the Excess Cash Flow for the related Excess Cash Flow Period shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h) solely to the extent required by, and in accordance with the terms of, the applicable Incremental Term Loan Commitment Agreement governing such Incremental Term Loans. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the ~~Initial Borrowing~~ Effective Date ~~upon~~ on which the Borrower or any of its ~~Domestic~~ Subsidiaries receives any ~~cash~~ proceeds from any Recovery Event (other than proceeds from Recovery Events in an amount less than $5,000,000 per Recovery Event), an amount equal to 100% of the ~~Net Recovery Event Proceeds from~~ 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 amount of such proceeds required to be used to repay any Indebtedness (other than Indebtedness of the Lenders pursuant to this Agreement) which is secured by the respective assets subject to such Recovery Event) shall ~~first~~ be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~5.02(g) and (h)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~; ~~provided, however,~~ provided that so long as no Default or Event of Default then ~~exists and~~ exists, such ~~Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds~~ proceeds shall not be required to be so applied ~~on such date~~ to the extent that an Authorized Officer of the Borrower has delivered a certificate to the Administrative Agent stating that such ~~Net Recovery Event Proceeds~~ proceeds shall be used or shall be committed to be used to replace or restore any properties or assets in respect of which such ~~Net Recovery Event Proceeds~~ proceeds were paid within ~~180 days~~ one year following the date of ~~the~~ receipt of such ~~Net~~ proceeds from such Recovery Event ~~Proceeds~~ (which certificate shall set forth the estimates of the ~~Net Recovery Event Proceeds~~ proceeds to be so expended); ~~and~~ provided further, that if all or any portion of such ~~Net Recovery Event Proceeds~~ proceeds not required to be so applied as a mandatory repayment pursuant to the preceding proviso are either (A) not so used or committed to be so used within ~~180 days~~ one year after the date of the receipt of such ~~Net Recovery Event Proceeds~~ proceeds or (or B) if committed to be used within one year after the date of receipt of such ~~earlier date~~proceeds and not so used within 18 months after the date of the receipt of such proceeds then, ~~if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to~~ in either such ~~Recovery Event as set forth above)~~case, such remaining portion not used or committed to be used in the case of preceding clause (A), and not used in the case of preceding clause (B), shall be applied on within 10 days after the ~~last day~~ date occurring one year after the date of the receipt of proceeds from such ~~period (or such earlier date, as~~ Recovery Event in the case ~~may be~~of clause (A) ~~as provided above in this Section 4.2(e) without regard to~~ above, or the ~~preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow~~ date occurring 18 months after the date of the ~~Borrower and its Domestic Subsidiaries for~~ receipt of proceeds from the ~~most recently completed fiscal year~~ respective Recovery Event in the case of ~~the Borrower shall be first applied on such date~~ clause (B) above, as a mandatory repayment ~~of principal of outstanding Loans~~ in accordance with the requirements of Sections ~~4.2(g~~5.02(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) ~~Notwithstanding anything in Section 4.2(b), (c~~Each amount required to be applied pursuant to Sections 5.02(c), (d), (e) and (ef) ~~to the contrary, so long as no Event of Default or Default~~ in accordance with this Section 5.02(g) shall ~~have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable,~~ be applied ~~first~~ on and after the Effective Date to repay the outstanding principal amount of Swingline Loans ~~hereunder~~ and Revolving Loans (but without any ~~remainder~~ corresponding reduction in the Revolving Loan Commitments); provided, however, that if any Incremental Term Loans are then outstanding, each such amount shall be applied (i) first, to repay the outstanding principal amount of Incremental Term Loans, with such amount to be allocated among each Tranche of outstanding Incremental Term Loans on a pro rata basis (based upon the Incremental Term Loan Percentages of the various Tranches of Incremental Term Loans and ~~upon~~ the ~~consent~~ then outstanding principal amounts of the ~~Required Lenders~~respective Tranches of Incremental Term Loans) and (ii) second, to the ~~Administrative Agent shall apply~~ extent in excess of the ~~same~~ amounts required to be applied pursuant to preceding clause (i), to repay the outstanding principal amount of Swingline Loans and Revolving Loans (but without any corresponding reduction in ~~such order~~the Revolving Loan Commitments). All repayments of outstanding Incremental Term Loans pursuant to ~~Section 4.2(b), (c~~Sections 5.02(c), (d), (e) and (f) shall be applied ~~pro rata~~ to reduce the then remaining Scheduled Incremental Term Loan Repayments of such Tranche of Incremental Term Loans in the manner set forth in the applicable Incremental Term Loan Commitment Agreement for such Tranche of Incremental Term Loans. (h) ~~After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion.~~ With respect to each repayment of Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~5.02, the Borrower may designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which ~~such Eurodollar Loans were~~ made, ; provided that: (i) repayments of Eurodollar Loans pursuant to this Section ~~4.2~~ 5.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans of the respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respective Tranche have first been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing ~~Amount~~Amount applicable thereto, such Borrowing shall be ~~automatically~~ converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of any Tranche of Loans made pursuant to a Borrowing shall be applied pro rata among the Loans comprising such ~~Loans~~Borrowing. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole ~~discretion~~discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11. Notwithstanding the foregoing provisions of this Section 5.02, if at any time the mandatory repayment of Loans pursuant to Section 5.02(c), (d), (e) or (f) would result, after giving effect to the procedures set forth in this clause (i) above, in the Borrower incurring breakage costs under Section 2.11 as a result of Eurodollar Loans being repaid other than on the last day of an Interest Period applicable thereto (any such Eurodollar Loans, “Affected Loans”), the Borrower may elect, by written notice to the Administrative Agent, to have the provisions of the following sentence be applicable so long as no Default or Event of Default is then in existence. At the time any Affected Loans are otherwise required to be prepaid the Borrower may elect, so long as no Default or Event of Default is then in existence, to deposit 100% (or such lesser percentage elected by the Borrower as not being repaid) of the principal amounts that otherwise would have been paid in respect of the Affected Loans with the Administrative Agent to be held as security for the obligations of the Borrower hereunder 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 released from such cash collateral account (and applied to repay the principal amount of such Eurodollar Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to Eurodollar Loans of the respective Tranche (or such earlier date or dates as shall be requested by the Borrower), with the amount to be so released and applied on the last day of each Interest Period to be the amount of such Eurodollar Loans to which such Interest Period applies (or, if less, the amount remaining in such cash collateral account). (i) ~~In addition~~ Notwithstanding anything to ~~any other mandatory repayments pursuant to~~ the contrary contained elsewhere in this ~~Section 4.2~~Agreement, (i) all then outstanding ~~Revolving~~ Swingline Loans shall be repaid in full on the ~~Revolving Loan Maturity Date and~~ Swingline Expiry Date, (ii) ~~unless the Required Lenders otherwise agree in writing,~~ all other then outstanding Loans shall be repaid in full on the ~~date on which~~ respective Maturity Date for such Tranche of Loans and (iii) unless the Required Lenders shall otherwise agree in writing in their sole discretion, all outstanding Loans shall be repaid in full upon the occurrence of a Change of ~~Control occurs~~Control. (j) If any RL Lender becomes a Defaulting Lender at any time that any Letter of Credit issued by any Letter of Credit Issuer is outstanding, the Borrower shall enter into the applicable Letter of Credit Back-Stop Arrangements with such Issuing Lender no later than 15 Business Days (or such later date as may be agreed by the Letter of Credit Issuer in its sole discretion) after the date such Lender becomes a Defaulting Lender.

Appears in 1 contract

Samples: Credit Agreement (EnerSys)

Appears in 1 contract

Samples: Credit Agreement (Tekni Plex Inc)

Mandatory Repayments. (a) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date) and (II) the aggregate amount of all Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total ~~Revolving Loan~~ Commitment at such time, the Borrower shall ~~prepay~~ repay on such ~~day~~ date the principal of Revolving Loans in an amount equal to such excess. If, after giving effect to the ~~prepayment~~ repayment of all outstanding Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total ~~Revolving Loan~~ Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing ~~Lender~~ Lenders and the Lenders hereunder in a cash collateral account to be established by the Administrative ~~Agent~~Agent (until such time as the aggregate amount of Letter of Credit Outstandings no longer exceeds the Total Commitment, at which time such cash and/or Cash Equivalents shall be returned to the Borrower in the manner it so directs). (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Revolving Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~5.02, the Borrower may designate ~~the Types of Loans which are to be repaid and, in the case of Eurodollar Loans,~~ the specific Borrowing or Borrowings pursuant to which such ~~Eurodollar~~ Revolving Loans were made, provided ~~that:~~ that (i) repayments of Eurodollar Loans pursuant to this Section ~~4.2~~ 5.02 may only be made on the last day of an Interest Period applicable thereto unless all ~~Eurodollar~~ Revolving Loans with Interest Periods ending on such date of required repayment ~~and all Base Rate Loans~~ have been paid in ~~full;~~ full and (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Revolving Loans ~~made pursuant to~~ comprising a Borrowing shall be applied pro rata among such Revolving Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (ic) ~~In addition~~ Notwithstanding anything to ~~any other mandatory repayments pursuant to~~ the contrary contained elsewhere in this ~~Section 4.2~~Agreement, ~~(i)~~ all then outstanding Revolving Loans shall be repaid in full on the ~~Revolving Loan~~ Maturity ~~Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs~~Date.

Appears in 1 contract

Samples: Credit Agreement (Trico Marine Services Inc)

Mandatory Repayments. (a) On If on any ~~day on which~~ date the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (IIIII) the aggregate amount of all Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total Available Revolving Loan Commitment at such time, then the Borrower shall ~~prepay~~ prepay, without premium or penalty (subject, however, to Section 2.10), on the first Business Day after such ~~day~~ date the principal of outstanding Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Available Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all ~~obligations~~ Obligations of the Borrower to the Issuing ~~Lender~~ Lenders and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, (x) on each ~~date~~ Quarterly Payment Date, beginning with the Quarterly Payment Date occurring in June, 2011 and ending with the Quarterly Payment Date occurring in December, 2015, the Borrower shall be required to repay a principal amount of Term Loans, to the extent then outstanding, equal to ¼ of 1% of the aggregate initial principal amount of all Term Loans incurred by the Borrower pursuant to Section 2.01(a) on ~~or after~~ the Initial Borrowing Date ~~upon which~~ and (y) on the Term Loan Maturity Date, the Borrower ~~or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity,~~ shall be required to repay in full the ~~Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year~~ entire principal amount of the ~~Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding~~ Term Loans then outstanding (~~as defined in~~ each Quarterly Payment Date described above and the ~~First Horizon International Financing documents) (up to~~ Term Loan Maturity Date, a ~~maximum amount of 50% of~~ “Scheduled Term Loan Repayment Date” and with each such ~~Net Equity Proceeds), second, any remainder as a mandatory~~ repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date5.02(b), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the ~~Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale~~ same may be reduced as ~~set forth above~~provided in Section 5.01(a), ~~such remaining portion shall be applied on the last day of such period (~~5.01(b) or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds5.02(h), ~~second, any remainder as~~ a ~~mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h~~“Scheduled Term Loan Repayment”), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 1 contract

Samples: Credit Agreement (Radio One, Inc.)

Mandatory Repayments. (a) (i) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (IIIII) the aggregate amount of all Letter of Credit Outstandings exceeds ~~the lesser of~~ either (A) the Borrowing Base ~~Amount and~~ at such time (based on the Borrowing Base Certificate last delivered) or (B) the Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full, Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds either (A) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) or (B) the Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall pay to the ~~Administrative~~ Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing ~~Lender~~ Banks and the ~~Lenders~~ Banks hereunder in a cash collateral account to be established by the ~~Administrative~~ Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 1 contract

Samples: Credit Agreement (Sitel Corp)

Appears in 1 contract

Samples: Credit Agreement (Affinity Gaming, LLC)

Mandatory Repayments. (a) On In addition to any ~~day~~ other mandatory repayments pursuant to this Section 5.02, all then (i) outstanding Loans of a respective Class (other than Swingline Loans) shall be repaid in full on ~~which~~ the respective Maturity Date for such Class of Loans and (ii) outstanding Swingline Loans shall be repaid in full on the earlier of (x) the tenth Business Day following the date of the incurrence of such Swingline Loans and (y) the applicable Maturity Date. (b) If on any date the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (IIIII) the aggregate amount of all Letter of Credit ~~Outstandings~~ Outstandings, exceeds ~~the lesser of the Borrowing Base Amount and~~ the Total Revolving Loan Commitment at such time, then the Borrower shall prepay on such ~~day~~ date the principal of outstanding Swingline Loans (without a reduction to the Total Revolving Loan Commitment) and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans (without a reduction to the Total Revolving Loan Commitment), in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all ~~obligations~~ Obligations of the Borrower to the Issuing ~~Lender~~ Lenders and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, on each date ~~on or after the~~ set forth below (each, a “Scheduled Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Tranche B-1 Term Loan Repayment Date”), the ~~Net Debt Proceeds of the respective incurrence of Indebtedness~~ Borrower shall ~~first~~ be ~~applied on such date as a mandatory repayment of~~ required to repay that principal ~~of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum~~ amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Initial Tranche B-1 Term Loans, ~~and fourth~~to the extent then outstanding, ~~with~~ as is set forth opposite each such date below (each such repayment, as the ~~balance~~same may be reduced as provided herein, ~~if any~~a “Scheduled Initial Tranche B-1 Term Loan Repayment”): The last day of the Borrower’s Fiscal Quarter ending September 30, ~~being retained by~~ 2013 $ 1,250,000.00 The last day of the ~~Borrower or applicable Domestic Subsidiary.~~Borrower’s Fiscal Quarter ending December 31, 2013 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending March 31, 2014 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending June 30, 2014 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending September 30, 2014 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending December 31, 2014 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending March 31, 2015 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending June 30, 2015 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending September 30, 2015 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending December 31, 2015 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending March 31, 2016 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending June 30, 2016 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending September 30, 2016 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending December 31, 2016 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending March 31, 2017 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending June 30, 2017 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending September 30, 2017 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending December 31, 2017 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending March 31, 2018 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending June 30, 2018 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending September 30, 2018 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending December 31, 2018 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending March 31, 2019 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending June 30, 2019 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending September 30, 2019 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending December 31, 2019 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending March 31, 2020 $ 1,250,000.00 Initial Tranche B-1 Term Loan Maturity Date $ 466,250,000.00 (d) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, on each date ~~on or after the~~ set forth below (each, a “Scheduled Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Tranche B-2 Term ~~Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds~~Loan Repayment Date”), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be ~~first applied on~~ required to repay that principal amount of Initial Tranche B-2 Term Loans, to the extent then outstanding, as is set forth opposite each such date ~~as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and~~ below (~~h), second~~each such repayment, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same ~~in such order. All repayments of Loans pursuant to Section 4.2(b)~~may be reduced as provided herein, (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (a “Scheduled Initial Tranche B-2 Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the Loan Repayment”): The last day of ~~an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods~~ the Borrower’s Fiscal Quarter ending ~~on such date~~ September 30, 2013 $ 2,000,000.00 The last day of ~~required repayment and all Base Rate Loans have been paid in full; (ii) if any repayment~~ the Borrower’s Fiscal Quarter ending December 31, 2013 $ 2,000,000.00 The last day of ~~Eurodollar Loans made pursuant to a single Borrowing shall reduce~~ the ~~outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than~~ Borrower’s Fiscal Quarter ending March 31, 2014 $ 2,000,000.00 The last day of the ~~Minimum Borrowing Amount~~Borrower’s Fiscal Quarter ending June 30, ~~such Borrowing shall be automatically converted into a Borrowing~~ 2014 $ 2,000,000.00 The last day of ~~Base Rate Loans; and (iii) each repayment~~ the Borrower’s Fiscal Quarter ending September 30, 2014 $ 2,000,000.00 The last day of ~~any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In~~ the ~~absence~~ Borrower’s Fiscal Quarter ending December 31, 2014 $ 2,000,000.00 The last day of ~~a designation by~~ the ~~Borrower as described in~~ Borrower’s Fiscal Quarter ending March 31, 2015 $ 2,000,000.00 The last day of the ~~preceding sentence~~Borrower’s Fiscal Quarter ending June 30, 2015 $ 2,000,000.00 The last day of the ~~Administrative Agent shall~~Borrower’s Fiscal Quarter ending September 30, ~~subject to~~ 2015 $ 2,000,000.00 The last day of the ~~above~~Borrower’s Fiscal Quarter ending December 31, ~~make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2~~2015 $ 2,000,000.00 The last day of the Borrower’s Fiscal Quarter ending March 31, ~~(i) all then outstanding Revolving Loans shall be repaid in full on~~ 2016 $ 2,000,000.00 The last day of the ~~Revolving Loan Maturity Date and (ii) unless~~ Borrower’s Fiscal Quarter ending June 30, 2016 $ 2,000,000.00 The last day of the ~~Required Lenders otherwise agree in writing~~Borrower’s Fiscal Quarter ending September 30, ~~all then outstanding Loans shall be repaid in full on~~ 2016 $ 2,000,000.00 The last day of the ~~date on which a Change~~ Borrower’s Fiscal Quarter ending December 31, 2016 $ 2,000,000.00 The last day of ~~Control occurs.~~the Borrower’s Fiscal Quarter ending March 31, 2017 $ 2,000,000.00 The last day of the Borrower’s Fiscal Quarter ending June 30, 2017 $ 2,000,000.00 The last day of the Borrower’s Fiscal Quarter ending September 30, 2017 $ 2,000,000.00

Appears in 1 contract

Samples: Credit Agreement (Dynegy Inc.)

Mandatory Repayments. (a) On If at any ~~day on which the sum of (I)~~ time the aggregate ~~outstanding~~ principal amount of the outstanding Revolving Credit Loans and Multicurrency Loans plus the Maximum Drawing Amount of all ~~Revolving~~ Letters of Credit (calculating all amounts denominated in any Optional Currency at their Dollar Equivalent) shall exceed the Total Commitment, whether as a result of fluctuations in currency exchange rates, by operation of (S)(S)2.2, 2.5, 4.2, or otherwise, the Borrowers shall pay immediately upon demand made by the Managing Agent all amounts (calculated at the Dollar Equivalent) required in order to reduce such amount outstanding to the Total Commitment, and, if no Loans are then outstanding, shall deposit with the Managing Agent cash collateral in an amount equal to the amount by which the Maximum Drawing Amount of all Letters of Credit (~~after giving effect to~~ calculating all ~~other repayments thereof on such date~~amounts denominated in Optional Currencies at their Dollar Equivalent) ~~and~~ exceeds the Total Commitment. (IIb) If at any time the aggregate principal amount of the outstanding Revolving Credit Loans and the Maximum Drawing Amount of all ~~Letter~~ U.S. L/Cs (calculating all amounts denominated in Optional Currencies at their Dollar Equivalent) shall exceed the Revolving Credit Commitment, whether by operation of (S)(S)2.2 or 2.5 or otherwise, the Borrowers shall pay immediately upon demand made by the Managing Agent all amounts required in order to reduce such amount outstanding to the Revolving Credit ~~Outstandings~~ Commitment, and, if no Loans are then outstanding and the Dollar Equivalent of the Maximum Drawing Amount of all U.S. L/Cs exceeds by $100,000 or more the Revolving Credit Commitment, the Borrowers shall deposit with the Managing Agent cash collateral in an amount equal to the amount by which the Dollar Equivalent of the Maximum Drawing Amount of all U.S. L/Cs exceeds the ~~lesser~~ Revolving Credit Commitment. (c) If at any time the Dollar Equivalent of the ~~Borrowing Base~~ aggregate principal amount of the outstanding Multicurrency Loans plus the Maximum Drawing Amount of all International L/Cs shall exceed the Multicurrency Commitment, whether as a result of currency exchange rates, by operation of (S)4.2, or otherwise, the Borrowers shall pay immediately upon demand made by the Managing Agent all amounts (calculated at the Dollar Equivalent) required in order to reduce such amount outstanding to the Multicurrency Commitment, and, if no Loans are then outstanding and the ~~Total Revolving Loan Commitment at such time~~Dollar Equivalent of the Maximum Drawing Amount of all International L/Cs exceeds by $100,000 or more the Multicurrency Commitment, the ~~Borrower~~ Borrowers, shall deposit with the Managing Agent cash collateral in an amount equal to the amount by which the Dollar Equivalent of the Maximum Drawing Amount of all International L/Cs exceeds the Multicurrency Commitment. (d) Upon a sale, or a combination of sales, of the assets of the Borrowers (other than sales in the ordinary course of business) occurring at a time when the Leverage Ratio is greater than 3.25:1 which results in receipt by the Borrowers of an aggregate of more than $25,000,000 (i) in cash proceeds (net of expenses) in any twelve-month period, and/or (ii) in repayment of any Indebtedness owing to the Borrowers resulting from any such sale or combination of sales of assets, the Borrowers shall prepay ~~on such day~~ the ~~principal of Revolving~~ Loans in an amount equal to ~~such excess. If, after giving effect to~~ the ~~prepayment~~ lesser of ~~all outstanding Revolving Loans, the aggregate amount~~ (x) 100% of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount excess of such ~~excess~~ amount described in clause (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Lender and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(gi) and (~~h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained~~ ii) hereof over $25,000,000 received by the ~~Borrower~~ Borrowers, or ~~applicable Domestic Subsidiary.~~ (cy) ~~In addition~~ the amount necessary to ~~any other mandatory repayments pursuant to this Section 4.2, on each date on or after~~ reduce the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up Leverage Ratio to a ~~maximum amount~~ value of ~~50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with~~ 3.25:1 provided that the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom Borrowers shall not be required to ~~be so applied on~~ make any such ~~date so long as no Default and no Event~~ prepayment to the extent that such amount received by the Borrowers is used within thirty (30) days of ~~Default then exits and such Net Sale Proceeds shall be used~~ the receipt thereof to purchase additional assets ~~(other than working capital) used or to be used~~ useful in the ~~businesses permitted pursuant to Section 9.15 within 90 days following~~ business of the ~~date of~~ Borrowers. All such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion prepayments shall be applied ~~on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard~~ first to the ~~preceding proviso~~remaining scheduled repayments of the Term Loan on a pro-rata basis, and, if no principal amount of the Term Loan is then outstanding, to the principal amount of the Revolving Credit Loans, and if no portion of the Term Loan and no Revolving Credit Loans are then outstanding, to the outstanding principal amount of the Multicurrency Loans. (e) ~~In addition~~ Upon any issuance of any Subordinated Debt of the Parent, the Borrowers shall prepay the Loans in an amount equal to ~~any other mandatory repayments pursuant to this Section 4.2, on~~ the ~~date on or after~~ lesser of (i) seventy-five percent (75%) of the ~~Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any~~ net cash proceeds ~~from any Recovery Event~~of such issuance received by the Parent, or if the ~~Net Recovery Event Proceeds from~~ Leverage Ratio is less than or equal to 3.50:1, fifty percent (50%) of such ~~Recovery Event shall first be applied as a mandatory repayment of~~ net cash proceeds, or (ii) the then outstanding principal ~~of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum~~ amount of ~~50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with~~ the ~~requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term~~ Loans, ~~and fourth, with~~ provided that the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds Borrowers shall not be required to ~~be so applied on~~ make such ~~date~~ prepayment to the extent that ~~the Borrower has delivered~~ such Subordinated Debt or such net cash proceeds are used as consideration for a ~~certificate~~ pending acquisition permitted by (S)10.4 hereof. All such prepayments shall be applied first to the ~~Administrative Agent stating that such Net Recovery Event Proceeds~~ remaining scheduled repayments of the Term Loan on a pro-rata basis, and, if no principal amount of the Term Loan is then outstanding, to the principal amount of the Revolving Credit Loans, and if no portion of the Term Loan and no Revolving Credit Loans are then outstanding, to the outstanding principal amount of the Multicurrency Loans. Nothwithstanding anything in this (S)7.6(e) to the contrary, the proceeds of the issuance of the convertible subordinated notes of the Parent due 2001 described in the prospectus dated October __, 1996 shall be used to ~~replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following~~ prepay the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event Loans as set forth ~~above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above~~ in this ~~Section 4.2(e) without regard to the preceding proviso~~(S)7.6(e). (f) ~~In addition to~~ Upon any ~~other mandatory prepayments pursuant to this Section 4.2~~issuance of common stock of the Parent, ~~on March 31 of each year, beginning March 31, 2004,~~ the Borrowers shall prepay the Loans in an amount equal to 75the lesser of (i) 100% of ~~Excess Cash Flow~~ the net cash proceeds of such issuance received by the Parent, or (ii) the amount necessary to reduce the Leverage Ratio to a ratio of no more than 3.25:1, provided that the Borrowers shall not be required to make such prepayment to the extent that such common stock or such net cash proceeds are used as consideration for a pending acquisition permitted by (S)10.4 hereof. All such prepayments shall be applied first to the remaining scheduled repayments of the ~~Borrower and its Domestic Subsidiaries for the most recently completed fiscal year~~ Term Loan on a pro-rata basis, and, if no principal amount of the ~~Borrower shall be first applied on such date as a mandatory repayment~~ Term Loan is then outstanding, to the principal amount of ~~principal of outstanding Loans in accordance with~~ the ~~requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents)~~Revolving Credit Loans, and ~~third~~if no portion of the Term Loan and no Revolving Credit Loans are then outstanding, ~~with~~ to the ~~balance, if any, being retained by~~ outstanding principal amount of the ~~Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding~~ Multicurrency Loans. Nothwithstanding anything in ~~Section 4.2(b),~~ this (~~c), (d) and (e~~S)7.6(f) to the contrary, ~~so long as no Event of Default or Default shall have occurred and be continuing,~~ the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent proceeds of the ~~Required Lenders,~~ issuance of the ~~Administrative Agent shall apply~~ shares of the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as Parent described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans Registration Statement shall be ~~repaid~~ used to prepay the Loans as set forth in ~~full on the Revolving Loan Maturity Date and~~ this (~~ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs~~S)7.6(f).

Appears in 1 contract

Samples: Multicurrency Credit Agreement (United States Filter Corp)

Mandatory Repayments. 2.6.1 On the Final Maturity Date (~~a) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof~~ or on such ~~date) and (II) the aggregate amount of all Letter of Credit Outstandings exceeds the lesser of the Borrowing Base Amount and the Total Revolving Loan Commitment at such time~~earlier date as is required by Section 11.2), the Borrower shall ~~prepay on such day~~ repay to the ~~principal~~ Administrative Agent, for the rateable account of the Revolving Lenders, all amounts then outstanding under the Revolving Facility. 2.6.2 The Borrower shall repay each Swingline Loan in accordance with Section 2.8. If at any time the aggregate of Swingline Loans then outstanding exceeds the Swingline Limit, the Borrower shall immediately repay Swingline Loans in an amount equal to such ~~excess. If, after giving effect~~ excess to the ~~prepayment~~ Swingline Lender. 2.6.3 The Borrower shall repay to the Administrative Agent, for the rateable account of ~~all outstanding Revolving Loans~~the Term Lenders, the ~~aggregate~~ principal amount of the ~~Letter~~ Term Facility in quarterly installments on each Quarterly Payment Date in accordance with the repayment schedule attached as Schedule 2.6.3, and shall repay in full the remaining balance of ~~Credit Outstandings~~ the principal amount outstanding under the Term Facility, together with all accrued and unpaid interest and fees thereon, on the Final Maturity Date. For greater certainty, the amortization term is solely for the purpose of determining the repayment schedule and shall not extend the Final Maturity Date. 2.6.4 If at any time the aggregate of Loans then outstanding under the Revolving Facility exceeds the ~~Total~~ Revolver Limit then in effect, as a result of a reduction in the Revolving ~~Loan~~ Facility Commitment ~~at such time~~or for any other reason other than solely as a result of currency fluctuations, the Borrower shall ~~pay~~ immediately repay Loans under the Revolving Facility in an amount equal to such excess to the Administrative Agent at for the ~~Payment Office~~ account of the Revolving Lenders. 2.6.5 If the Administrative Agent determines that on any day as a result of currency fluctuations the aggregate of: 2.6.5.1 Advances in Canadian dollars then outstanding under the Revolving Facility and (b) the Equivalent Amount in Canadian dollars of Loans in U.S. dollars then outstanding under the Revolving Facility, on such day ~~an amount of cash and/or Cash Equivalents equal to~~ exceeds the ~~amount of such excess (up to a maximum amount equal to~~ Revolver Limit then in effect by more than 3%; or 2.6.5.2 Swingline Loans in Canadian dollars then outstanding under the ~~Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Lender~~ Swingline and ~~the Lenders hereunder in a cash collateral account to be established by the Administrative Agent.~~ (b) ~~In addition to any other mandatory repayments pursuant to this Section 4.2~~the Equivalent Amount in Canadian dollars of Swingline Loans in U.S. dollars then outstanding under the Swingline, on ~~each date on or after~~ such day exceeds the ~~Initial Borrowing Date upon which~~ Swingline Limit then in effect by more than 3%; the Administrative Agent shall notify the Borrower ~~or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity~~that such an event has occurred, ~~the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of~~ and the Borrower shall, within two (2) Business Days upon receipt of such ~~capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term~~ notice, repay Loans ~~(as defined in~~ under the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower Revolving Facility or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier dateSwingline, as the case may be~~) as provided above~~ , in ~~this Section 4.2(d) without regard~~ an amount equal to ~~the preceding proviso~~or greater than such excess. ~~(e) In addition to any other mandatory repayments~~ 2.6.6 Any repayment under the Revolving Facility pursuant to ~~this~~ Section ~~4.2~~2.6.2, on 2.6.4 or 2.6.5 shall not result in a permanent reduction of the ~~date on or after the Initial Borrowing Date upon which~~ Aggregate Revolving Facility Commitment and any amount so repaid may be redrawn by the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the ~~requirements~~ terms of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this ~~Section 4.2(e) without regard to the preceding proviso~~Agreement. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 1 contract

Samples: Credit Agreement (Mohegan Tribal Gaming Authority)

Appears in 1 contract

Samples: Credit Agreement (Lee Enterprises, Inc)

Appears in 1 contract

Samples: Credit Agreement (Endurance Specialty Holdings LTD)

Mandatory Repayments. (a) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date) and (II) the aggregate amount of all Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total Revolving Loan Commitment at such time, the Borrower shall prepay on such day ~~the principal of~~ Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all ~~obligations~~ Obligations of the Borrower to the Issuing ~~Lender~~ Lenders and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) In Subject to Section 9.16, inIn addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, on the fifteenth calendar day (or, if not a Business Day, the immediately preceding Business Day) of each March, June, September and December, the Borrower shall be required to repay $6,250,000 of the principal amount of Term Loans, to the extent then outstanding, and the aggregate principal amount of all Term Loans then outstanding shall be repaid on the Term Loan Maturity Date (each such date, a “Scheduled Term Loan Repayment Date”; each such repayment, as the same may be reduced as provided in Section 5.01(a) or 5.01(b), a “Scheduled Term Loan Repayment”). (c) If a Change of Control occurs, the Borrower shall promptly prepay all outstanding Term Loans of each Term Lender at a purchase price in cash equal to 101% of the principal amount of such Term Loans plus accrued and unpaid interest, if any, to, but excluding, the date of purchase. (d) All Net Available Cash from Asset Dispositions that is not applied or invested (or committed pursuant to a written agreement to be applied or invested) as provided in Section 10.05(c) within 365 days after receipt of such Net Available Cash (or in the case of any amount committed to be so applied or reinvested, which are not actually so applied or reinvested within 180 days following such 365 day period) will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Borrower shall be required to offer to prepay Term Loans in accordance with Section 5.02(e) in an amount equal to the Loan First Lien Percentage (determined as of a date selected by the Borrower that is within 10 days prior to the date on or which a Prepayment Option Notice is given to the Administrative Agent in accordance with Section 5.02(e)) of such Excess Proceeds to prepay the maximum principal amount of the Term Loans that may be prepaid out of the Loan First Lien Percentage of such Excess Proceeds (such amount, the “Prepayment Amount”) and such Excess Proceeds so prepaid shall be applied as a mandatory prepayment in accordance with the requirements of 5.02(g) and (h). (e) Notwithstanding anything to the contrary in 13.06, within one Business Day of receiving Excess Proceeds in accordance with Section 5.02(d), the Borrower shall give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each 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 M, and shall include an offer by the Borrower to prepay on the date (each a “Mandatory Prepayment Date”) that is 10 Business Days after the ~~Initial Borrowing Date upon~~ date of the Prepayment Option Notice, the Loans of such Term Lender by an amount equal to such Term Lender’s pro rata (subject to rounding) portion of the Prepayment Amount so indicated in such Term Lender’s Prepayment Option Notice as being applicable to such Term Lender’s Loans. If such Term Lender would like to reject all or a portion of such prepayment offer, such Term Lender shall execute and return such Prepayment Option Notice to the Administrative Agent within 5 Business Days after the date of the Prepayment Option Notice indicating its election to so reject such prepayment offer (and any Term Lender which does not execute and return such Prepayment Option Notice to the Administrative Agent within such 5 Business Days shall be deemed to have accepted such prepayment offer). 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 Term Lenders have accepted such prepayment offer as described above, and (ii) the Borrower shall be entitled to retain and apply the remaining portion of the Prepayment Amount not accepted by the relevant Term Lenders (the “Unutilized Excess Proceeds”) for general corporate purposes, including the repayment of Indebtedness, or ~~any of~~ as otherwise required or permitted pursuant to its ~~Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity~~other contractual requirements, subject to the other covenants contained in this Agreement. After giving effect to such offer and prepayment, the ~~Net Equity~~ amount of Excess Proceeds ~~in excess of $3,000,000 in~~ shall be reset at zero. (f) On each Excess Cash Flow Payment Date after the ~~aggregate during any fiscal year of~~ Effective Date, an amount equal to the ~~Borrower of such capital contribution or sale or issuance of equity~~ Excess Cash Flow Repayment Amount shall ~~first~~ be applied ~~on such date~~ as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~5.02(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) ~~Notwithstanding anything in Section 4.2(b),~~ (~~c), (d~~I) Each amount required to be applied pursuant to Sections 5.02(d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f5.02(e) shall be applied to repay outstanding Term Loans, on a pro rata to basis among the ~~Loans~~Lenders. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 1 contract

Samples: Amendment Agreement (Lee Enterprises, Inc)

Appears in 1 contract

Samples: Credit Agreement (Pyramid Communication Services, Inc.)

Appears in 1 contract

Samples: Credit Agreement (Neodata Services Inc)

Mandatory Repayments. (a) On any day on which the ~~sum of (I) the~~ aggregate outstanding principal amount of all ~~Revolving~~ Loans ~~(after giving effect to all other repayments thereof on such date) and (II)~~ plus the aggregate amount of all Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total ~~Revolving Loan~~ Commitment ~~at such time~~as then in effect (including, without limitation, as a consequence to Section 3.03), the Borrower shall ~~prepay on such day the~~ repay principal of ~~Revolving~~ Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding ~~Revolving~~ Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total ~~Revolving Loan~~ Commitment ~~at such time~~as then in effect, the Borrower shall pay to the ~~Administrative~~ Collateral Agent ~~at the Payment Office~~ on such ~~day~~ date an amount of cash ~~and/or~~ or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash ~~and/or~~ or Cash Equivalents to be held as security for all obligations of the Borrower ~~to the Issuing Lender and the Lenders~~ hereunder in a cash collateral account to be established by the ~~Administrative~~ Collateral Agent. (b) In addition to any other mandatory repayments required pursuant to this Section ~~4.2~~4.02, but without duplication, on ~~each~~ (i) the Business Day following the date on of any Collateral Disposition involving a Mortgaged Vessel (other than a Collateral Disposition constituting an Event of Loss or ~~after~~ a Collateral Disposition in connection with a Vessel Exchange) and (ii) the ~~Initial Borrowing Date upon~~ earlier of (A) the date which is 180 days following any Collateral Disposition constituting an Event of Loss involving a Mortgaged Vessel and (B) the ~~Borrower or~~ date of receipt by the Borrower, any of its ~~Domestic~~ Subsidiaries ~~receives any cash~~ or the Administrative Agent of the insurance proceeds ~~from any capital contribution~~ relating to such Event of Loss or ~~any sale or issuance~~ (iii) the Business Day following the return of ~~its equity~~a deposit upon cancellation of a Purchase Contract, the ~~Net Equity Proceeds~~ Borrower shall be required to repay an aggregate principal amount of outstanding Loans and/or cash collateralize outstanding Letters of Credit in ~~excess~~ an amount equal to (x) the sum of ~~$3,000,000 in~~ the aggregate ~~during any fiscal year~~ amount of all outstanding Loans and Letter of Credit Outstandings multiplied by a fraction (A) the numerator of which is equal to the Appraised Value determined on the date of such Collateral Disposition of the ~~Borrower~~ Mortgaged Vessel or Mortgaged Vessels which is/are the subject of such ~~capital contribution or sale or issuance~~ Collateral Disposition and (B) the denominator of ~~equity shall first be applied~~ which is equal to the Aggregate Appraised Value on such date ~~as a mandatory repayment of principal of outstanding Term Loans~~ or, (~~as defined~~ y) in the ~~First Horizon International Financing documents)~~ case of the mutual cancellation of a Purchase Contract or a default by a seller thereunder, an amount equal to the deposit made thereunder. In addition, in the event of a sale of any Pledged Shares in Jinhui by Borrower, the Borrower shall within one Business Day after the day the proceeds of each such sale are converted from Norwegian Kroner into United States Dollars (~~up to a maximum amount~~ and received by the Borrower after termination of ~~50% of such Net Equity Proceeds~~the relevant swap in relation thereto), ~~second, any remainder as a mandatory repayment of principal of~~ prepay the outstanding Loans in ~~accordance with the requirements of Sections 4.2(g) and~~ an aggregate amount up to Seventy Seven Million United States Dollars (hUS$77,000,000), ~~third, any remainder to any outstanding Term Loans, and fourth,~~ together with ~~the balance~~customary breakage costs, if ~~any, being retained by the Borrower or applicable Domestic Subsidiary~~applicable. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~4.02, the Borrower may designate ~~the Types of Loans which are to be repaid and, in the case of Eurodollar Loans,~~ the specific Borrowing or Borrowings pursuant to which such ~~Eurodollar~~ Loans were made, provided ~~that:~~ that (i) ~~repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless~~ all ~~Eurodollar~~ Loans with Interest Periods ending on such date of required repayment ~~and all Base Rate Loans have been~~ shall be paid in ~~full;~~ full prior to the payment of any other Loans and (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans ~~made pursuant to~~ comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the ~~above~~preceding provisions of this clause (b), make such designation in its sole ~~discretion~~reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 1.10. (id) ~~In addition~~ Notwithstanding anything to ~~any other mandatory repayments pursuant to~~ the contrary contained elsewhere in this ~~Section 4.2~~Agreement, ~~(i)~~ all then outstanding ~~Revolving~~ Loans and Unpaid Drawings shall be repaid in full on the ~~Revolving Loan~~ Maturity ~~Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs~~Date.

Appears in 1 contract

Samples: Credit Agreement (Genco Shipping & Trading LTD)

Mandatory Repayments. (a) On If at any ~~day on which~~ time and for any reason there shall exist a Borrowing Base Deficiency, the ~~sum of (I)~~ Borrowers shall immediately pay to the ~~aggregate outstanding principal~~ Agent an amount ~~of all Revolving Loans (after giving effect~~ equal to ~~all other repayments thereof on such date) and (II) the aggregate amount of all Letter of Credit Outstandings exceeds the lesser of~~ the Borrowing Base Deficiency, which payment shall constitute a mandatory repayment of the Loans hereunder. (b) If on any date the Effective Amount ~~and~~ of L/C Obligations exceeds the ~~Total Revolving Loan Commitment at such time~~L/C Commitment, the ~~Borrower~~ Borrowers shall ~~prepay~~ Cash Collateralize on such ~~day~~ date the ~~principal~~ outstanding Letters of ~~Revolving Loans~~ Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the Aggregate L/C Commitment. Subject to SECTION 4.4, if on any date after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentence, the Effective Amount of all Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Commitment, the Borrowers shall immediately, and without notice or demand, prepay the outstanding principal amount of the Loans by an amount equal to the applicable excess~~. If~~. (c) Subject to SECTION 4.4, if on any Computation Date the Agent shall have determined that (i) the aggregate principal amount (including, in the case of Offshore Currency Loans, the Equivalent Amount thereof as determined as of the most recent Computation Date with respect thereto) of all Loans shall exceed the Commitment by any amount, or (ii) the Equivalent Amount of the aggregate principal amount of all Offshore Currency Loans shall exceed the Offshore Currency Commitment by any amount, in either case due to a change in applicable rates of exchange between U.S. Dollars and the Offshore Currency, THEN the Agent shall give notice to the Borrower Representative that a prepayment is required under this SECTION 2.8, and the Borrowers shall thereupon make a prepayment of Loans such that the aggregate principal amount (including, in the case of Offshore Currency Loans, the Equivalent Amount thereof as determined as of the most recent Computation Date with respect thereto) of all Loans will, after giving effect to such prepayment, be equal to or less than the ~~prepayment~~ Commitment and the Equivalent Amount of the aggregate principal amount of all outstanding ~~Revolving Loans~~Offshore Currency Loans will, ~~the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at~~ after giving effect to such ~~time~~prepayment, ~~the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents~~ be equal to or less than the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Lender and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic SubsidiaryOffshore Currency Commitment. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date Except as ~~a mandatory repayment of principal of outstanding Term Loans (as defined~~ provided in ~~the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds~~SECTION 2.16(B), ~~second,~~ any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this ~~Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal~~ SECTION 2.8 (other than pursuant to ~~75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower~~ SECTION 2.8(C)(II)) shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to any Base Rate Loans then outstanding, then to Eurodollar Rate Loans in U.S. Dollars with the ~~outstanding~~ shortest Interest Periods remaining, and then to Offshore Currency Loans ~~hereunder and any remainder~~ with the shortest Interest Periods remaining. Prepayments required to ~~Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans~~ be made pursuant to ~~Section 4.2(b), (c), (d), (e) and (f~~SECTION 2.8(C)(II) shall be applied ~~pro rata~~ first to ~~the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term~~ Offshore Currency Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the ~~case~~ order of ~~Eurodollar Loans~~maturity, ~~the specific Borrowing or Borrowings pursuant~~ then to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment and all any Base Rate Loans ~~have been paid~~ outstanding, and then to Eurodollar Rate Loans in ~~full; (ii) if~~ U.S. Dollars with the shortest Interest Periods remaining. The Borrowers shall pay, together with each prepayment under this SECTION 2.8, accrued interest on the amount prepaid and any ~~repayment of Eurodollar Loans made~~ amounts required pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretionSECTION 4.4. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 1 contract

Samples: Credit Agreement (International Murex Technologies Corp)

Appears in 1 contract

Samples: Credit Agreement (RCN Corp /De/)

Appears in 1 contract

Samples: Credit Agreement (Town Sports International Inc)

Mandatory Repayments. (a) (i) On any day on which the sum of ~~(I)~~ the aggregate outstanding principal amount of ~~all~~ the Revolving Loans ~~(after giving effect to all other repayments thereof on such date)~~ made by Non- Defaulting Banks, Swingline Loans and ~~(II) the aggregate amount of all~~ Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Adjusted Total Available Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall ~~prepay~~ repay on such day ~~the~~ principal of the Swingline Loans and, after all Swingline Loans have been repaid in full, Revolving Loans of Non-Defaulting Banks in an amount equal to such excess. If, after giving effect to the ~~prepayment~~ repayment of all outstanding Swingline Loans and all outstanding Revolving ~~Loans~~Loans of Non-Defaulting Banks, the aggregate amount of the Letter of Credit Outstandings exceeds the Adjusted Total Available Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such ~~day~~ date an amount of cash ~~and/or~~ or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash ~~and/or~~ or Cash Equivalents to be held as security for all obligations of the Borrower to ~~the Issuing Lender and the Lenders~~ Non-Defaulting Banks hereunder in a cash collateral account to be established by the Administrative Agent. (bii) ~~In addition to~~ On any ~~other mandatory repayments pursuant to this Section 4.2,~~ day on ~~each date on or after the Initial Borrowing Date upon~~ which the ~~Borrower or~~ aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan Commitment of ~~its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity~~such Defaulting Bank, the ~~Net Equity Proceeds in excess~~ Borrower shall repay on such day principal of ~~$3,000,000 in the aggregate during any fiscal year of the Borrower~~ Revolving Loans of such ~~capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined~~ Defaulting Bank in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to ~~75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on~~ such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiaryexcess. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 1 contract

Samples: Credit Agreement (Sky Chefs Argentine Inc)

Mandatory Repayments. (a) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (IIIII) the aggregate amount of all Letter of Credit Outstandings exceeds ~~the lesser of the Borrowing Base Amount and~~ the Total Revolving Loan Commitment at such time, the Borrower shall prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all ~~obligations~~ Obligations of the Borrower to the Issuing ~~Lender~~ Lenders and the Lenders hereunder in a cash collateral account to be established and controlled by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, on each date set forth below (~~i) all then outstanding Revolving Loans~~ each, a “Scheduled Initial Term Loan Repayment Date”), the Borrower shall be ~~repaid~~ required to repay that principal amount of Initial Term Loans, to the extent then outstanding, as is set forth opposite each such date below (each such repayment, as the same may be (x) reduced as provided in ~~full on~~ Section 5.01(a), 5.01(b) or 5.02(g) or (y) increased as provided in the ~~Revolving~~ immediately succeeding paragraph and in Section 2.14(c), a “Scheduled Initial Term Loan Repayment”): The last Business Day of the Borrower’s fiscal quarter ending June 30, 2011 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending September 30, 2011 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending December 31, 2011 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending March 31, 2012 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending June 30, 2012 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending September 30, 2012 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending December 31, 2012 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending March 31, 2013 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending June 30, 2013 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending September 30, 2013 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending December 31, 2013 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending March 31, 2014 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending June 30, 2014 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending September 30, 2014 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending December 31, 2014 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending March 31, 2015 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending June 30, 2015 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending September 30, 2015 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending December 31, 2015 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending March 31, 2016 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending June 30, 2016 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending September 30, 2016 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending December 31, 2016 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending March 31, 2017 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending June 30, 2017 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending September 30, 2017 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending December 31, 2017 $ 750,000 The last Business Day of the Borrower’s fiscal quarter ending March 31, 2018 $ 750,000 Initial Term Loan Maturity Date $279,000,000 (or, if less, the then remaining aggregate outstanding principal amount of Initial Term Loans) If, as of the last day of any fiscal quarter of Holdings (commencing with the fiscal quarter ending June 30, 2011), the Secured Leverage Ratio for the Test Period ended on such day is greater than 2.75:1.00, then the Scheduled Initial Term Loan Repayment required to be made on the immediately succeeding Scheduled Initial Term Loan Repayment Date (excluding the Initial Term Loan Maturity Date) shall be deemed to be $3,750,000 (with such amount to be adjusted to give effect to any voluntary prepayments theretofore made pursuant to Sections 5.01(a) and (iib) ~~unless~~ and any mandatory repayments theretofore made pursuant to Sections 5.02(c), (d), (e) and (f) such that any such prepayments or repayments, the ~~Required Lenders otherwise agree in writing, all then outstanding Loans shall~~ application of which was respectively determined prior to the relevant Secured Leverage Ratio calculation and the payment of which was theretofore scheduled to be ~~repaid in full~~ applied on the ~~date on~~ relevant Scheduled Initial Term Loan Repayment Date, shall reduce such amount by the same percentage by which the Scheduled Initial Term Loan Repayment set forth in the preceding table would otherwise have been reduced by the application of the previously determined prepayment or repayment to arrive at the Scheduled Initial Term Loan Repayment had the Secured Leverage Ratio remained below 2.75 to 1.00, but only to the extent of the amount of any prepayment or repayment, as applicable, that has not yet been theretofore applied to any other Scheduled Initial Term Loan Repayment; it being understood and agreed, however, to the extent that any future Scheduled Initial Term Loan Repayments had theretofore been reduced as a ~~Change~~ result of ~~Control occurs~~any such voluntary prepayments or mandatory repayments, such future Scheduled Initial Term Loan Repayments may be readjusted (and thereby increased) to reflect the adjustment made above in this parenthetical).

Appears in 1 contract

Samples: Credit Agreement (Town Sports International Holdings Inc)

Mandatory Repayments. (a) On any day on which the sum of (I) the aggregate outstanding principal amount of ~~all Revolving~~ Loans (after giving effect to all other repayments thereof on such date) and (II) the aggregate amount of all ~~Letter~~ Letters of Credit ~~Outstandings~~ Outstanding under the Revolving Facility exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total ~~Revolving Loan~~ Commitment at such time, the Borrower shall ~~prepay~~ repay on such ~~day~~ date the principal of ~~Revolving~~ Loans in an amount equal to such excess. If, after giving effect to the ~~prepayment~~ repayment of all outstanding ~~Revolving~~ Loans, the aggregate amount of the ~~Letter~~ Letters of Credit ~~Outstandings~~ Outstanding under the Revolving Facility exceeds the Total ~~Revolving Loan~~ Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the ~~Letter~~ Letters of Credit ~~Outstandings~~ Outstanding under the Revolving Facility at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing ~~Lender~~ Lenders and the Lenders ~~hereunder~~ in a cash collateral account to be established by the Administrative Agent. (b) ~~In addition~~ On any day on which the aggregate outstanding principal amount of Loans (after giving effect to ~~any~~ all other ~~mandatory~~ repayments thereof on such date) exceeds an amount equal to (I) $200,000,000 (or such lesser amount as is set forth in an applicable Extension Amendment to account for Commitments not extended pursuant to ~~this Section 4.2~~such Extension Amendment) plus (II) the aggregate outstanding amount of any Loans the proceeds of which were used to repay Unpaid Drawings under the Revolving Facility, ~~on each date on or after the Initial Borrowing Date upon which~~ the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall ~~first be applied~~ repay on such date ~~as a mandatory repayment of~~ the principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in ~~accordance with the requirements of Sections 4.2(g) and (h), third, any remainder~~ an amount equal to ~~any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~such excess. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~5.02, the Borrower may designate the ~~Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the~~ specific Borrowing or Borrowings ~~pursuant~~ to which such ~~Eurodollar Loans were made~~repayment shall apply, provided ~~that:~~ that (i) repayments of ~~Eurodollar~~ Loans pursuant to this Section ~~4.2~~ 5.02 may only be made on the last day of an Interest Period applicable thereto unless all ~~Eurodollar~~ Loans with Interest Periods ending on such date of required repayment ~~and all Base Rate Loans~~ have been paid in ~~full;~~ full and (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of ~~any~~ Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (id) ~~In addition~~ Notwithstanding anything to ~~any other mandatory repayments pursuant to~~ the contrary contained elsewhere in this ~~Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing~~Agreement, all then outstanding Loans shall be repaid in full on the ~~date on which a Change of Control occurs~~Maturity Date.

Appears in 1 contract

Samples: Credit Agreement (Pacific Drilling S.A.)

Appears in 1 contract

Samples: Credit Agreement (Lee Enterprises, Inc)

Mandatory Repayments. (a) On any day on which the ~~sum of (I) the~~ aggregate --------------------- outstanding principal amount of ~~all~~ Revolving Loans, Swingline Loans ~~(after giving effect to all other repayments thereof on such date)~~ and ~~(II)~~ the ~~aggregate amount of all~~ Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall prepay on such day ~~the~~ principal of Swingline Loans and, after all Swingline Loans have been repaid in full, Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash ~~and/or~~ or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash ~~and/or~~ or Cash Equivalents to be held as security for all obligations of the Borrower ~~to the Issuing Lender and the Lenders~~ hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section ~~4.2~~4.02, ~~(i)~~ the Borrower shall be required to repay all then outstanding ~~Revolving~~ Tranche A Term Loans ~~shall be repaid in full~~ on the ~~Revolving Loan~~ A/RF Maturity ~~Date and~~ Date. (ii) ~~unless~~ In addition to any mandatory repayments or commitment reductions pursuant to this Section 4.02, the ~~Required Lenders otherwise agree in writing, all then outstanding Loans~~ Borrower shall be ~~repaid~~ required to repay on each date set forth below the principal amount of Tranche B Term Loans, to the extent outstanding, set forth opposite such date (each such repayment as the same may be reduced as provided in ~~full~~ Sections 4.01 and 4.02(h) and (i), a "Tranche B Term Loan Scheduled Repayment"): Tranche B Scheduled Repayment Date Amount ---------------------------------- ------ Each December 31 commencing December 31, 1999 An amount equal to 1% of the through and including aggregate principal amount December 31, 2002 of Tranche B Term Loans outstanding on the ~~date~~ Final B Draw Date Each of March 31, 2003, June 30, 2003, September 30, 2003 and the B Maturity Date An amount equal to 24% of the aggregate principal amount of Tranche B Term Loans outstanding on ~~which~~ the Final B Draw Date (iii) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, the Borrower shall be required to repay the Tranche C Term Loans made under a ~~Change~~ Tranche C Term Loan Sub-Facility on the dates and in the amounts set forth in the Tranche C Supplement for such Tranche C Term Loan Sub-Facility (each such repayment as the same may be reduced as provided in Sections 4.01 and 4.02(h) and (i), a "Tranche C Term Loan Scheduled Repayment"), provided that (x) prior to the A/RF Maturity Date, the -------- Borrower shall not be required to repay in any year an amount in excess of ~~Control occurs~~1% of the initial aggregate principal amount of Tranche C Term Loans incurred by the Borrower and (y) thereafter in amounts set forth in the Tranche C Supplement (it being understood that amortization during the one year period immediately following the A/RF Maturity Date shall be in equal quarterly installments).

Appears in 1 contract

Samples: Credit Agreement (Extended Stay America Inc)

Mandatory Repayments. (a) On any day on which the ~~sum of (I) the~~ aggregate -------------------- outstanding principal amount of ~~all~~ Revolving Loans, Swingline Loans ~~(after giving effect to all other repayments thereof on such date)~~ and ~~(II)~~ the ~~aggregate amount of all~~ Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall prepay on such day ~~the~~ principal of Swingline Loans and, after all Swingline Loans have been repaid in full, Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash ~~and/or~~ or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash ~~and/or~~ or Cash Equivalents to be held as security for all obligations of the Borrower ~~to the Issuing Lender and the Lenders~~ hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section ~~4.2~~4.02, ~~(i)~~ the Borrower shall be required to repay all then outstanding ~~Revolving~~ Tranche A Term Loans ~~shall be repaid in full~~ on the ~~Revolving Loan~~ A/RF Maturity ~~Date and~~ Date. (ii) ~~unless~~ In addition to any mandatory repayments or commitment reductions pursuant to this Section 4.02, the ~~Required Lenders otherwise agree in writing, all then outstanding Loans~~ Borrower shall be ~~repaid~~ required to repay on each date set forth below the principal amount of Tranche B Term Loans, to the extent outstanding, set forth opposite such date (each such repayment as the same may be reduced as provided in ~~full on the date on which~~ Sections 4.01 and 4.02(h) and (i), a ~~Change of Control occurs.~~"Tranche B Term Loan Scheduled Repayment"):

Appears in 1 contract

Samples: Credit Agreement (Extended Stay America Inc)

Appears in 1 contract

Samples: Credit Agreement (Dominicks Supermarkets Inc)

Mandatory Repayments. (a) On any day on which the ~~sum~~ aggregate outstanding principal amount of Loans exceeds the Total Commitment as then in effect, the respective Borrowers shall prepay principal of Loans made to such Borrowers in an aggregate amount equal to such excess, provided that, in the event that such repayment is required as a result of a partial reduction in the Total Commitment, (Ix) the allocation of such required prepayment of Loans of the respective Borrowers shall be determined by the Borrowers or (y) in the absence of a determination by the Borrowers, the Administrative Agent shall allocate such mandatory repayments to outstanding Loans in its discretion, with an eye toward, but no obligation to, minimize breakage costs owing pursuant to Section 1.11. (b) On any day on which the aggregate outstanding principal amount of ~~all Revolving~~ Loans, Interfund Loans ~~(after giving effect~~ and Investment Adviser Loans made to ~~all other repayments thereof on such date) and (II) the aggregate amount of all Letter of Credit Outstandings~~ any Borrower exceeds ~~the lesser of~~ the Borrowing Base ~~Amount and the Total Revolving Loan Commitment at~~ of such ~~time~~Borrower as then in effect, ~~the~~ such Borrower shall prepay ~~on such day the~~ principal of ~~Revolving~~ outstanding Loans ~~in an amount~~ equal to such excess. If, after giving effect to the prepayment of all outstanding Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Lender and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) ~~In addition to~~ On any ~~other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date~~ day upon which ~~the~~ any Borrower or has had any ~~of its Domestic Subsidiaries receives~~ Loans in any ~~cash proceeds from any issuance or incurrence by the~~ principal amount outstanding for more than 45 consecutive days, such Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall ~~first be applied~~ repay on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of day all then outstanding Loans ~~in accordance~~ made to such Borrower, together with ~~the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~accrued interest thereon. (d) ~~In addition~~ Notwithstanding anything to ~~any other mandatory repayments pursuant to this Section 4.2, on each date on or after~~ the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above contrary contained elsewhere in this ~~Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date~~Agreement, ~~if any, as the~~ each Borrower ~~or the relevant Domestic Subsidiary determines not~~ promises to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) repay all then outstanding Revolving Loans ~~shall be repaid~~ in full on the ~~Revolving Loan Maturity Date~~ Expiry Date, and ~~(ii) unless the Required Lenders otherwise agree in writing,~~ each Borrower promises to repay all then outstanding Swingline Loans ~~shall be repaid~~ in full on the ~~date on which a Change of Control occurs~~Swingline Expiry Date.

Appears in 1 contract

Samples: Credit Agreement (Nicholas Applegate Fund Inc)

Mandatory Repayments. (a) On The Borrower shall repay the principal of all of the Revolving Advances on the Revolving Loan Termination Date. Additionally, if at any ~~day on which~~ time the sum of (Ii) the aggregate ~~outstanding~~ principal amount of all Revolving ~~Loans~~ Advances owed to any Revolving Lender plus (~~after giving effect to all other repayments thereof on~~ ii) such ~~date) and~~ Revolving Lender's Ratable Revolving Percentage of the sum of (IIA) the ~~aggregate amount of all~~ outstanding Swingline Advances plus (B) the outstanding Letter of Credit ~~Outstandings~~ Liabilities exceeds ~~the lesser of the Borrowing Base Amount and the Total~~ its Revolving ~~Loan Commitment at such time~~Commitment, the Borrower shall ~~prepay on such day~~ ratably repay to the ~~principal of~~ Revolving ~~Loans~~ Lenders the Revolving Advances in an amount ~~equal to such excess. If, after giving effect to the prepayment of all outstanding~~ necessary so that no Revolving ~~Loans, the aggregate~~ Lender is owed a principal amount of Revolving Advances that exceeds the sum of (y) its Revolving Commitment minus (z) such Revolving Lender's Ratable Revolving Percentage of the sum of (A) the outstanding Swingline Advances plus (B) the outstanding Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Lender and the Lenders hereunder in a cash collateral account to be established by the Administrative AgentLiabilities. (b) ~~In addition to any other mandatory repayments pursuant to this Section 4.2,~~ The Borrower shall repay each Swingline Advance on ~~each~~ the 30th Business Day following the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic SubsidiarySwingline Advance is made. (c) ~~In addition~~ The Borrower shall repay to ~~any other mandatory repayments pursuant to this Section 4.2~~the Term Lenders the principal of all of the Term Advances in 28 consecutive quarterly installments, the first of which shall be due and payable on ~~each date on or after~~ October 7, 2004, the ~~Initial Borrowing Date upon~~ next 26 of which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to shall be ~~incurred pursuant to Section 9.4 as in effect~~ due on the ~~Effective Date)~~7th day of each January, the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds)April, ~~second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g)~~ July and ~~(h), third, any remainder to any outstanding Term Loans~~October thereafter, and ~~fourth~~the final one of which shall be due and payable on July 7, 2011, with the ~~balance, if any,~~ first 27 installments being ~~retained by~~ in the ~~Borrower or applicable Domestic Subsidiary~~aggregate principal amount of $750,000 and the final installment being in the amount necessary to repay in full the unpaid principal amount of all Term Advances. (d) ~~In addition~~ Subject to ~~any other mandatory repayments pursuant to this Section 4.2~~Sections 2.04(h) and 2.04(i), ~~on each date on or after the Initial Borrowing Date upon which~~ the Borrower shall repay Advances in a principal amount equal to 100% of Net Debt Proceeds of any Mandatory Prepayment Debt on the first Business Day (or ~~any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on~~ if such ~~date as a mandatory repayment of principal of outstanding Term Loans (as defined~~ payment would result in the ~~First Horizon International Financing documents) (up to a maximum amount~~ imposition of ~~50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g~~additional charges under Section 10.04(b) and ~~(h), third, any remainder to any outstanding Term Loans, and fourth, with the balance,~~ if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Saleexists, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of the Interest Period then in effect, provided that such ~~period (or~~ Net Debt Proceeds are held in a segregated bank account until such ~~earlier~~ later payment date~~, as the case may be~~) ~~as provided above in this Section 4.2(d) without regard to the preceding proviso~~following issuance of such Mandatory Prepayment Debt. (e) ~~In addition~~ Subject to ~~any~~ Sections 2.04(h) and 2.04(i), the Borrower shall repay Advances in a principal amount equal to 100% of all Net Cash Proceeds from (i) each Asset Disposition (other ~~mandatory repayments pursuant to this Section 4.2,~~ than a Land Rig Disposition) on the ~~date on or~~ third Business Day after the ~~Initial Borrowing Date upon which~~ later of (A) the ~~Borrower or any~~ occurrence of ~~its Domestic Subsidiaries receives any cash proceeds from any Recovery Event~~such Asset Disposition and (B) if the exception to the definition of Asset Disposition set forth in clause (f) thereof could apply to such Asset Disposition, the ~~Net Recovery Event Proceeds from~~ date such ~~Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up~~ Asset Disposition ceases to ~~a maximum amount of 50% of~~ qualify for such ~~Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g)~~ exception and (~~h), third, any remainder to any outstanding Term Loans, and fourth, with~~ ii) each Land Rig Disposition on the ~~balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event~~ later of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within A) 180 days after the ~~date of the receipt~~ occurrence of such ~~Net Recovery Event Proceeds~~ Land Rig Disposition and (B) if the exception to the definition of Land Rig Disposition set forth in clause (ii) thereof could apply to such Land Rig Disposition, the third Business Day after such Land Rig Disposition ceases to qualify for such exception. (f) Subject to Sections 2.04(h) and 2.04(i), the Borrower shall repay Advances in a principal amount equal to 100% of all Extraordinary Receipts on the third Business Day (or if such ~~earlier date~~payment would result in the imposition of additional charges under Section 10.04(b) and if no Event of Default exists, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of the Interest Period then in effect, provided that such ~~period (~~Extraordinary Receipts are held in a segregated bank account until such later payment date) following receipt of such Extraordinary Receipts by, or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the ~~most recently completed fiscal year~~ benefit of, the Parent or any Subsidiary, unless Liquidity (excluding such Extraordinary Receipts) is $200,000,000 or more on the date of ~~the Borrower shall be first applied on~~ such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiaryreceipt. (g) ~~Notwithstanding anything in Section 4.2(b), (c), (d~~Subject to Sections 2.04(h) and ~~(e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing~~2.04(i), the Borrower ~~may request that all~~ shall repay Advances in a principal amount equal to 100% of each Opco/Forasub Loan Reduction Amount with respect to any Opco/Forasub Loan Reduction within one Business Day of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the LoansOpco/Forasub Loan Reduction. (h) ~~After an Event~~ At the time of ~~Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to~~ each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans payment pursuant to this Section ~~4.2 may only be made~~ 2.04, the Borrower shall also pay accrued interest to the date of such payment on the principal amount paid. If the Borrower pays any LIBOR Advance on any day other than the last day of an Interest Period ~~applicable thereto unless all Eurodollar Loans~~ therefor, the Borrower shall compensate the Lenders pursuant to Section 10.04(b). Subject to the proviso to this sentence, the immediately following sentence and Section 2.04(i), the payments pursuant Sections 2.04(d), 2.04(e), 2.04(f) and 2.04(g) shall be applied ratably to the Term Advances only (and, notwithstanding Sections 2.04(d), 2.04(e), 2.04(f) and 2.04(g), payments in excess of such application shall not be required to be made), with ~~Interest Periods ending on~~ such ~~date~~ payments being applied to installments of ~~required repayment and all Base Rate Loans have been paid~~ the Term Advances in ~~full~~inverse order of maturity; provided that if, at the time of any payment pursuant to Section 2.04(d), 2.04(e), 2.04(f) or 2.04(g), any statement in clause (i), (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and or (iii) ~~each repayment~~ of Section 3.02 is not true and correct as of such date as though made on and as of such date (other than any ~~Loans made pursuant~~ representation and warranty that expressly relates solely to a ~~Borrowing~~ specific earlier date that remains correct as of such earlier date), such payments shall be applied ~~pro rata among~~ ratably to all of the Advances and Demand Loans (for avoidance of doubt, without any reduction in the Commitments) (and, notwithstanding Sections 2.04(d), 2.04(e), 2.04(f) and 2.04(g) but subject to the immediately following sentence and Section 2.04(i), payments in excess of such ~~Loans~~application shall not be required to be made), with the portion applied to the Term Advances being applied to installments of the Term Advances in inverse order of maturity. In Additionally, (i) in the ~~absence~~ case of any payment pursuant to Section 2.04(e) as a ~~designation~~ result of an Asset Disposition that constitutes a disposition of rigs or Equity Interests that constitute Collateral or Opco Loan Collateral, if any portion of such payment would otherwise not be required to be made by the ~~Borrower as described in the~~ immediately preceding sentence, the ~~Administrative Agent shall~~aggregate Revolving Commitments shall be permanently and ratably reduced by the amount of such portion (whether or not there are Revolving Advances, Swingline Advances or Demand Loans outstanding), and (ii) in the case of any payment pursuant to Section 2.04(g), if any portion of such payment would otherwise not be required to be made by the immediately preceding sentence, such portion shall be made and applied ratably to all of the Revolving Advances, Swingline Advances and Demand Loans (but, notwithstanding Section 2.04(g) but subject to ~~the above~~Section 2.04(i), ~~make~~ payment in excess of such ~~designation~~ application shall not be required to be made). Each payment due pursuant to this Section 2.04 is cumulative of, and is in ~~its sole discretion~~addition to, all other payments due pursuant to this Section 2.04. (i) ~~In addition~~ To the extent that any amount would be required hereunder to ~~any other mandatory repayments pursuant~~ be paid and applied to ~~this Section 4.2~~a Revolving Advance, Swingline Advance or a Demand Loan but for the fact that no Revolving Advance, Swingline Advance or Demand Loan remains outstanding, the Borrower will pay such amount (ibut not in excess of the then amount of Letter of Credit Liabilities) ~~all then outstanding Revolving Loans~~ and cause such amount to be deposited in a Collateral Account to be applied against Letter of Credit Liabilities as they arise (but, notwithstanding Sections 2.04(d), 2.04(e), 2.04(f) and 2.04(g), payments in excess of such application shall not be ~~repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall~~ required to be ~~repaid in full on the date on which a Change of Control occurs~~made).

Appears in 1 contract

Samples: Credit Agreement (Pride International Inc)

Mandatory Repayments. (a) On any day on which the sum of (I) the aggregate outstanding principal amount of ~~all Revolving~~ Initial Loans (after giving effect to all other repayments thereof on such date) and (II) the aggregate amount of all ~~Letter~~ Letters of Credit ~~Outstandings~~ Outstanding under the Initial Facility exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total ~~Revolving Loan~~ Initial Commitment at such time, the Borrower shall ~~prepay~~ repay on such ~~day~~ date the principal of ~~Revolving~~ Initial Loans in an amount equal to such excess. If, after giving effect to the ~~prepayment~~ repayment of all outstanding ~~Revolving~~ Initial Loans, the aggregate amount of the ~~Letter~~ Letters of Credit ~~Outstandings~~ Outstanding under the Initial Facility exceeds the Total ~~Revolving Loan~~ Initial Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the ~~Letter~~ Letters of Credit ~~Outstandings~~ Outstanding under the Initial Facility at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing ~~Lender~~ Lenders and the Lenders ~~hereunder~~ under such Tranche in a cash collateral account to be established by the Administrative Agent. (b) ~~In addition to~~ On any ~~other mandatory repayments pursuant to this Section 4.2,~~ day on ~~each date on or after the Initial Borrowing Date upon~~ which the ~~Borrower or~~ sum of (I) the aggregate outstanding principal amount of Incremental Loans under any Tranche (after giving effect to all other repayments thereof on such date) and (II) the aggregate amount of ~~its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance~~ all Letters of ~~its equity~~Credit Outstanding under such Tranche exceeds the Total Incremental Commitment under such Tranche at such time, the ~~Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the~~ Borrower ~~of such capital contribution or sale or issuance of equity~~ shall ~~first be applied~~ repay on such date ~~as a mandatory~~ the principal of Incremental Loans under such Tranche in an amount equal to such excess. If, after giving effect to the repayment of ~~principal~~ all outstanding Incremental Loans under the relevant Tranche, the aggregate amount of ~~outstanding Term Loans (as defined in~~ the ~~First Horizon International Financing documents)~~ Letters of Credit Outstanding under such Tranche exceeds the Total Incremental Commitment under such Tranche at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letters of ~~50% of~~ Credit Outstanding under such ~~Net Equity Proceeds~~Tranche at such time), ~~second, any remainder~~ such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Lenders and the Lenders under such Tranche in a ~~mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder~~ cash collateral account to ~~any outstanding Term Loans, and fourth, with the balance, if any, being retained~~ be established by the ~~Borrower or applicable Domestic Subsidiary~~Administrative Agent. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~5.02, the Borrower may designate the ~~Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the~~ specific Borrowing or Borrowings ~~pursuant~~ to which such ~~Eurodollar Loans were made~~repayment shall apply, provided ~~that:~~ that (i) repayments of ~~Eurodollar~~ Loans under any Tranche pursuant to this Section ~~4.2~~ 5.02 may only be made on the last day of an Interest Period applicable thereto unless all ~~Eurodollar~~ Loans under such Tranche with Interest Periods ending on such date of required repayment ~~and all Base Rate Loans~~ have been paid in ~~full;~~ full and (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of Loans under any ~~Loans~~ Tranche made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (id) ~~In addition~~ Notwithstanding anything to ~~any other mandatory repayments pursuant to~~ the contrary contained elsewhere in this ~~Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing~~Agreement, all then outstanding Loans shall be repaid in full on the ~~date on which a Change of Control occurs~~Maturity Date.

Appears in 1 contract

Samples: Credit Agreement (Atwood Oceanics Inc)

Mandatory Repayments. (a) On any day on which the sum of (I) the aggregate outstanding principal amount of ~~all Revolving~~ Loans (after giving effect to all other repayments thereof on such date) and (II) the aggregate amount of all ~~Letter~~ Letters of Credit ~~Outstandings~~ Outstanding under the Facility exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total ~~Revolving Loan~~ Commitment at such time, the Borrower shall ~~prepay~~ repay on such ~~day~~ date the principal of ~~Revolving~~ Loans in an amount equal to such excess. If, after giving effect to the ~~prepayment~~ repayment of all outstanding ~~Revolving~~ Loans, the aggregate amount of the ~~Letter~~ Letters of Credit ~~Outstandings~~ Outstanding under the Facility exceeds the Total ~~Revolving Loan~~ Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the ~~Letter~~ Letters of Credit ~~Outstandings~~ Outstanding under the Facility at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing ~~Lender~~ Lenders and the Lenders ~~hereunder~~ in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~5.02, the Borrower may designate the ~~Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the~~ specific Borrowing or Borrowings ~~pursuant~~ to which such ~~Eurodollar Loans were made~~repayment shall apply, provided ~~that:~~ that (i) repayments of ~~Eurodollar~~ Loans pursuant to this Section ~~4.2~~ 5.02 may only be made on the last day of an Interest Period applicable thereto unless all ~~Eurodollar~~ Loans with Interest Periods ending on such date of required repayment ~~and all Base Rate Loans~~ have been paid in ~~full;~~ full and (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of ~~any~~ Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (ic) ~~In addition~~ Notwithstanding anything to ~~any other mandatory repayments pursuant to~~ the contrary contained elsewhere in this ~~Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing~~Agreement, all then outstanding Loans shall be repaid in full on the ~~date on which a Change of Control occurs~~Maturity Date.

Appears in 1 contract

Samples: Credit Agreement (Atwood Oceanics Inc)

Mandatory Repayments. (ai) On All outstanding principal (and any ~~day~~ accrued, unpaid interest) on ~~which~~ the Revolving Credit Notes shall be due and payable on the Maturity Date. Notwithstanding anything to the contrary contained in this Agreement, the Original Credit Agreement or in any other Loan Document, the aggregate outstanding principal balance (based in respect of any Revolving Credit Advances denominated in Sterling by reference to the Equivalent thereof in Dollars determined on the applicable Exchange Calculation Date) of the Revolving Credit Notes and Swing Line Loans plus the Letter of Credit Obligations shall not exceed the Total Revolving Credit Commitment. The Revolving Credit Lenders shall never be required to make any Advance under the Revolving Credit Loans (or the Swing Line Lender to make any Swing Line Loan) or issue any Letter of Credit that would cause the aggregate outstanding principal balance (based in respect of any Revolving Credit Advances denominated in Sterling by reference to the Equivalent thereof in Dollars determined on the applicable Exchange Calculation Date) of the Revolving Credit Notes and Swing Line Loans plus the Letter of Credit Obligations to exceed the Total Revolving Credit Commitment. Subject to the provisions of subclause (ii) of this Section 2.06(a), if the aggregate outstanding principal balance (based in respect of any Revolving Credit Advances denominated in Sterling by reference to the Equivalent thereof in Dollars determined on the applicable Exchange Calculation Date) of the Revolving Credit Notes and Swing Line Loans plus the Letter of Credit Obligations at any time exceeds the Total Revolving Credit Commitment, the Borrower shall immediately repay the principal of the Revolving Credit Notes in an amount at least equal to such excess. If after giving effect to any such principal repayment, the Letter of Credit Obligations exceed the Total Revolving Credit Commitment, the Borrower shall pay an amount of cash equal to such excess to the Agent to be held as security for the Letter of Credit Obligations. (ii) If, on any date, the Agent notifies the Borrower that, on the most recent Exchange Calculation Date, the sum of (IA) the aggregate ~~outstanding~~ principal amount of all ~~Revolving~~ Loans denominated in Dollars then outstanding plus (~~after giving effect to all other repayments thereof on such date) and (II~~B) the aggregate principal amount of all Letter of Credit ~~Outstandings exceeds~~ Obligations then outstanding plus (C) the ~~lesser~~ Equivalent in Dollars (determined as of such Exchange Calculation Date) of the ~~Borrowing Base Amount and~~ aggregate principal amount of all Advances denominated in Sterling then outstanding exceeds 103% of the Total Revolving ~~Loan~~ Credit Commitment at on such ~~time~~date, the Borrower ~~shall~~ shall, as soon as practicable and in any event within four (4) Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay ~~on such day~~ the outstanding principal amount of ~~Revolving~~ any Loans owing by the Borrower in an ~~amount equal to such excess. If, after giving effect to the prepayment of all outstanding Revolving Loans, the~~ aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of ~~the Letter of Credit Outstandings exceeds~~ the Total Revolving ~~Loan~~ Credit Commitment at on such ~~time, the Borrower shall pay~~ date together with any interest accrued to the ~~Administrative Agent~~ date of such prepayment on the aggregate principal amount of Loans prepaid; provided that if the aggregate principal amount of Alternate Base Rate Advances outstanding at the ~~Payment Office on~~ time of such ~~day an amount of cash and/or Cash Equivalents equal to~~ required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess ~~(up~~ of the aggregate principal amount of Alternate Base Rate Advances then outstanding shall be deferred until the earliest to ~~a maximum~~ occur of the last day of the Interest Period of the outstanding LIBOR Rate Advances, in an aggregate amount equal to the ~~Letter~~ excess of ~~Credit Outstandings at~~ such ~~time)~~required prepayment. If, on any date, the Agent notifies the Borrower that, on the most recent Exchange Calculation Date, the Equivalent in Dollars (determined as of such ~~cash and/or Cash Equivalents to be held as security for all obligations~~ Exchange Calculation Date) of the aggregate principal amount of all Advances denominated in Sterling then outstanding exceeds $50,000,000, the Borrower shall, as soon as practicable and in any event within four (4) Business Days after receipt of such notice, prepay the outstanding principal amount of any Loans owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed such amount together with any interest accrued to the ~~Issuing Lender~~ date of such prepayment on the aggregate principal amount of Loans prepaid. The Agent shall give prompt notice of any prepayment required under this Section 2.06(a)(ii) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender. (iii) Each prepayment made pursuant to this Section 2.06(a) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a LIBOR Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders ~~hereunder~~ in ~~a cash collateral account~~ respect thereof pursuant to ~~be established by~~ Section 2.15. The Agent shall give prompt notice of any prepayment required under this Section 2.06(a)(iii) to the ~~Administrative Agent~~Borrower and the Lenders. (b) ~~In addition to any other mandatory repayments pursuant to this Section 4.2,~~ Outstanding principal on the Term Loan shall be due and payable on each ~~date on or after the Initial Borrowing~~ Designated Payment Date ~~upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity~~commencing June 30, ~~the Net Equity Proceeds~~ 2006, in ~~excess of $3,000,000 in the~~ such aggregate ~~during any fiscal year~~ amounts and for such Designated Payment Dates as follows: June 30, 2006 2.50 % September 30, 2006 2.50 % December 31, 2006 2.50 % March 31, 2007 2.50 % June 30, 2007 5.00 % September 30, 2007 5.00 % December 31, 2007 5.00 % March 31, 2008 5.00 % June 30, 2008 5.00 % September 30, 2008 5.00 % December 31, 2008 5.00 % March 31, 2009 5.00 % June 30, 2009 5.00 % September 30, 2009 5.00 % December 31, 2009 5.00 % March 31, 2010 5.00 % Maturity Date Remaining unpaid balance The amount of the ~~Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding~~ Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans Loan repaid in accordance with ~~the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~this Section 2.06 may not be reborrowed. (c) ~~In addition~~ The Borrower shall prepay the Term Loan in amounts equal to: (i) 100% of the net cash proceeds of all asset sales generating net after-tax proceeds individually or in the aggregate in excess of $2,500,000 per annum or other dispositions (except Inventory in the ordinary course of business and excluding net cash proceeds of up to $2,000,000 received in any ~~other mandatory repayments pursuant~~ fiscal year to ~~this Section 4.2, on each date on or~~ the extent used by the Person selling the same to acquire similar assets within 120 days after the ~~Initial Borrowing Date upon which the Borrower or any~~ date of ~~its Domestic Subsidiaries receives any~~ receipt of such net cash ~~proceeds from any issuance or incurrence~~ proceeds) by the Borrower or any of its ~~Domestic~~ Subsidiaries ~~of Indebtedness for borrowed money~~ (~~other than Indebtedness for borrowed money permitted~~ such prepayment to be ~~incurred~~ made within five (5) days after such threshold is exceeded); (ii) 75% of Excess Cash Flow (such prepayment to be made annually within fifteen (15) days after delivery of the annual audited financial statements pursuant to Section ~~9.4 as in effect on~~ 7.01(b) beginning with the ~~Effective Date), the Net Debt Proceeds~~ delivery of the ~~respective incurrence~~ financial statements dated December 31, 2006); provided, however, if the ratio of ~~Indebtedness~~ Total Debt to Acquisition EBITDA for the Borrower and its Subsidiaries is less than 3.50:1.00 at the time such prepayment is otherwise required to be made, then the Borrower shall ~~first~~ not be ~~applied on such date as a mandatory repayment of principal of outstanding~~ required to prepay the Term ~~Loans~~ Loan with any Excess Cash Flow; (~~as defined in the First Horizon International Financing documents~~iii) ~~(up to a maximum amount of 50~~100% of ~~such Net Debt Proceeds), second,~~ the net cash proceeds of any ~~remainder as a mandatory repayment~~ debt or equity financing of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its ~~Domestic~~ Subsidiaries ~~receives any~~ (such prepayment to be made within five (5) days of the receipt of such proceeds), excluding (A) equity contributions relating to Permitted Acquisitions, (B) proceeds from the exercise of rights by employees under customary incentive compensation plans and stock options, (C) Indebtedness permitted under Section 8.03 (other than clause (b) thereof), (D) proceeds of up to $10,000,000 from additional equity issued to CapStreet and/or TA, and (E) net cash proceeds from ~~any Asset Sale~~the issuance of the Permanent Securities up to an amount sufficient to refinance in full all loans under the Second Lien Credit Agreement and unpaid interest thereon (provided that, if the Borrower has made the election contemplated by Section 4.03, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to ~~be so applied on such date so long as no Default and no Event~~ prepay the Term Loan Pursuant to this clause (D) to an amount less than the amount of ~~Default then exits and such Net Sale Proceeds shall be used~~ the Term Loan to ~~purchase assets (other than working capital) used or to be used~~ remain outstanding in connection with the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth aboveSenior Facilities Reallocation)~~, such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso.~~; and (eiv) ~~In addition~~ 100% of the net cash proceeds of any casualty or condemnation related to ~~any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which~~ the Borrower or any of its ~~Domestic Subsidiaries receives any cash proceeds from any Recovery Event~~Subsidiaries; provided, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by that the Borrower or ~~applicable Domestic Subsidiary; provided, however, that so long as no Default~~ such Subsidiary may reinvest such proceeds in an amount up to $5,000,000 if such casualty or ~~Event of Default then exists and such Net Recovery Event Proceeds do~~ condemnation does not ~~exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered~~ have a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding provisoMaterial Adverse Effect. (fd) ~~In addition to any other~~ All mandatory prepayments ~~pursuant to this~~ under Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f2.06(c) shall be applied ~~pro rata~~ to the ~~Loans~~principal installments of the Term Loan in order of maturity and to the Term Loan Lenders on a ratable basis until repayment of the Term Loan in full. The amount of the Term Loan prepaid may not be reborrowed and each Lenders’ Term Loan shall proportionately and permanently be reduced by the amount of the Term Loan prepaid pursuant to Section 2.06(c). (he) ~~After an Event of Default shall have occurred~~ All outstanding principal (and ~~be continuing~~any accrued, unpaid interest) on the ~~Administrative Agent shall have the right to designate which loans (Term Loans or Loans)~~ Swing Line Note shall be ~~repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred~~ due and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made payable on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretionMaturity Date. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 1 contract

Samples: First Lien Credit Agreement (Cardtronics LP)

Mandatory Repayments. 2.6.1 On the Final Maturity Date (~~a) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof~~ or on such ~~date) and (II) the aggregate amount of all Letter of Credit Outstandings exceeds the lesser of the Borrowing Base Amount and the Total Revolving Loan Commitment at such time~~earlier date as is required by Section 11.2), the Borrower shall ~~prepay on such day~~ repay to the ~~principal~~ Administrative Agent, for the rateable account of the Revolving Lenders, all amounts then outstanding under the Revolving Facility. 2.6.2 The Borrower shall repay each Swingline Loan in accordance with Section 2.8. If at any time the aggregate of Swingline Loans then outstanding exceeds the Swingline Sub-limit, the Borrower shall immediately repay Swingline Loans in an amount equal to such ~~excess. If, after giving effect~~ excess to the ~~prepayment~~ Swingline Lender. 2.6.3 The Borrower shall repay to the Administrative Agent, for the rateable account of ~~all outstanding Revolving Loans~~the Term Lenders, the ~~aggregate~~ principal amount of the ~~Letter~~ Term Facility in quarterly installments on each Quarterly Payment Date in accordance with the repayment schedule attached as Schedule 2.6.3, and shall repay in full the remaining balance of ~~Credit Outstandings~~ the principal amount outstanding under the Term Facility, together with all accrued and unpaid interest and fees thereon, on the Final Maturity Date. For greater certainty, the amortization term is solely for the purpose of determining the repayment schedule and shall not extend the Final Maturity Date. 2.6.4 If at any time the aggregate of Loans then outstanding under the Revolving Facility exceeds the ~~Total~~ Revolving ~~Loan~~ Facility Commitment ~~at such time~~then in effect, as a result of a reduction in the Revolving Facility Commitment or for any other reason other than solely as a result of currency fluctuations, the Borrower shall ~~pay~~ immediately repay Loans under the Revolving Facility in an amount equal to such excess to the Administrative Agent at for the ~~Payment Office~~ account of the Revolving Lenders. 2.6.5 If the Administrative Agent determines that on any day as a result of currency fluctuations the aggregate of (a) Advances in Canadian dollars then outstanding under the Revolving Facility and (b) the Equivalent Amount in Canadian dollars of Loans in U.S. dollars then outstanding under the Revolving Facility on such day ~~an amount of cash and/or Cash Equivalents equal to~~ exceeds the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Lender and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as Aggregate Revolving Facility Commitment then in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders3%, the Administrative Agent shall ~~apply~~ notify the ~~same~~ Borrower that such an event has occurred, and the Borrower shall, within two (2) Business Days upon receipt of such notice, repay Loans under the Revolving Facility in an amount equal to or greater than such ~~order. All repayments of Loans~~ excess. 2.6.6 Any repayment under the Revolving Facility pursuant to Section ~~4.2(b)~~2.6.2, ~~(c), (d), (e)~~ 2.6.4 or 2.6.5 shall not result in a permanent reduction of the Aggregate Revolving Facility Commitment and ~~(f) shall~~ any amount so repaid may be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation redrawn by the Borrower ~~as described~~ in accordance with the ~~preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion~~terms of this Agreement. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 1 contract

Samples: Credit Agreement (Mohegan Tribal Gaming Authority)

Mandatory Repayments. (a) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date) and (II) the aggregate amount of all Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total ~~Revolving Loan~~ Commitment at such time, the Borrower shall ~~prepay~~ repay on such ~~day~~ date the principal of Revolving Loans in an amount equal to such excess. If, after giving effect to the ~~prepayment~~ repayment of all outstanding Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total ~~Revolving Loan~~ Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing ~~Lender~~ Lenders and the Lenders hereunder in a cash collateral account to be established by the Administrative ~~Agent~~Agent (until such time as the aggregate amount of Letter of Credit Outstandings no longer exceeds the Total Commitment, at which time such cash and/or Cash Equivalents shall be returned to the Borrower in the manner it so directs). (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Revolving Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~5.02, the Borrower may designate ~~the Types of Loans which are to be repaid and, in the case of Eurodollar Loans,~~ the specific Borrowing or Borrowings pursuant to which such ~~Eurodollar~~ Revolving Loans were made, provided ~~that:~~ that (i) repayments of Eurodollar Loans pursuant to this Section ~~4.2~~ 5.02 may only be made on the last day of an Interest Period applicable thereto unless all ~~Eurodollar~~ Revolving Loans with Interest Periods ending on such date of required repayment ~~and all~~ or which are Base Rate Loans have been paid in ~~full;~~ full and (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Revolving Loans ~~made pursuant to~~ comprising a Borrowing shall be applied pro rata among such Revolving Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (ic) ~~In addition~~ Notwithstanding anything to ~~any other mandatory repayments pursuant to~~ the contrary contained elsewhere in this ~~Section 4.2~~Agreement, ~~(i)~~ all then outstanding Revolving Loans shall be repaid in full on the ~~Revolving Loan~~ Maturity ~~Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs~~Date.

Appears in 1 contract

Samples: Credit Agreement (Trico Marine Services Inc)

Mandatory Repayments. (a) On any day on which the ~~sum of (I) the~~ aggregate outstanding principal amount of all ~~Revolving~~ Loans ~~(after giving effect to all other repayments thereof on such date) and (II)~~ plus the aggregate amount of all Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total ~~Revolving Loan~~ Commitment ~~at such time~~as then in effect (including, without limitation, as a consequence to Section 3.03), the Borrower shall ~~prepay on such day the~~ repay principal of ~~Revolving~~ Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding ~~Revolving~~ Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total ~~Revolving Loan~~ Commitment ~~at such time~~as then in effect, the Borrower shall pay to the ~~Administrative~~ Collateral Agent ~~at the Payment Office~~ on such ~~day~~ date an amount of cash ~~and/or~~ or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash ~~and/or~~ or Cash Equivalents to be held as security for all obligations of the Borrower ~~to the Issuing Lender and the Lenders~~ hereunder in a cash collateral account to be established by the ~~Administrative~~ Collateral Agent. (b) In addition to any other mandatory repayments required pursuant to this Section ~~4.2~~4.02, but without duplication, on ~~each~~ (i) the Business Day following the date on of any Collateral Disposition involving a Mortgaged Vessel (other than a Collateral Disposition constituting an Event of Loss or ~~after~~ a Collateral Disposition in connection with a Vessel Exchange) and (ii) the ~~Initial Borrowing Date upon~~ earlier of (A) the date which is 180 days following any Collateral Disposition constituting an Event of Loss involving a Mortgaged Vessel and (B) the ~~Borrower or~~ date of receipt by the Borrower, any of its ~~Domestic~~ Subsidiaries ~~receives any cash~~ or the Administrative Agent of the insurance proceeds ~~from any capital contribution or any sale or issuance~~ relating to such Event of ~~its equity~~Loss, the ~~Net Equity Proceeds in excess of $3,000,000 in the~~ Borrower shall be required to repay an aggregate ~~during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of~~ principal ~~of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum~~ amount ~~of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal~~ of outstanding Loans and/or cash collateralize outstanding Letters of Credit in ~~accordance with~~ an amount equal to the ~~requirements~~ sum of ~~Sections 4.2(g~~the aggregate amount of all outstanding Loans and Letter of Credit Outstandings multiplied by a fraction (A) the numerator of which is equal to the Appraised Value determined on the date of such Collateral Disposition of the Mortgaged Vessel or Mortgaged Vessels which is/are the subject of such Collateral Disposition and (~~h), third, any remainder~~ B) the denominator of which is equal to ~~any outstanding Term Loans, and fourth, with~~ the ~~balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~Aggregate Appraised Value on such date. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~4.02, the Borrower may designate ~~the Types of Loans which are to be repaid and, in the case of Eurodollar Loans,~~ the specific Borrowing or Borrowings pursuant to which such ~~Eurodollar~~ Loans were made, provided ~~that:~~ that (i) ~~repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless~~ all ~~Eurodollar~~ Loans with Interest Periods ending on such date of required repayment ~~and all Base Rate Loans have been~~ shall be paid in ~~full;~~ full prior to the payment of any other Loans and (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans ~~made pursuant to~~ comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the ~~above~~preceding provisions of this clause (b), make such designation in its sole ~~discretion~~reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 1.10. (id) ~~In addition~~ Notwithstanding anything to ~~any other mandatory repayments pursuant to~~ the contrary contained elsewhere in this ~~Section 4.2~~Agreement, ~~(i)~~ all then outstanding ~~Revolving~~ Loans and Unpaid Drawings shall be repaid in full on the ~~Revolving Loan~~ Maturity ~~Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs~~Date.

Appears in 1 contract

Samples: Credit Agreement (Genco Shipping & Trading LTD)

Mandatory Repayments. (a) On In addition to any ~~day~~ other mandatory repayments pursuant to this Section 5.02, all then (i) outstanding Loans of a respective Class (other than Swingline Loans) shall be repaid in full on ~~which~~ the respective Maturity Date for such Class of Loans and (ii) outstanding Swingline Loans shall be repaid in full on the earlier of (x) the tenth Business Day following the date of the incurrence of such Swingline Loans and (y) the applicable Maturity Date. (b) If on any date the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (IIIII) the aggregate amount of all Letter of Credit ~~Outstandings~~ Outstandings, exceeds ~~the lesser of the Borrowing Base Amount and~~ the Total Revolving Loan Commitment at such time, then the Borrower shall prepay on such ~~day~~ date the principal of outstanding Swingline Loans (without a reduction to the Total Revolving Loan Commitment) and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans (without a reduction to the Total Revolving Loan Commitment), in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all ~~obligations~~ Obligations of the Borrower to the Issuing ~~Lender~~ Lenders and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, on each date ~~on or after the~~ set forth below (each, a “Scheduled Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Tranche B-1 Term Loan Repayment Date”), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be ~~first applied on~~ required to repay that principal amount of Initial Tranche B-1 Term Loans, to the extent then outstanding, as is set forth opposite each such date ~~as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and~~ below (~~h), second~~each such repayment, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same ~~in such order. All repayments of Loans pursuant to Section 4.2(b)~~may be reduced as provided herein, (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (a “Scheduled Initial Tranche B-1 Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the Loan Repayment”): The last day of ~~an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods~~ the Borrower’s Fiscal Quarter ending ~~on such date~~ September 30, 2013 $ 1,250,000.00 The last day of ~~required repayment and all Base Rate Loans have been paid in full; (ii) if any repayment~~ the Borrower’s Fiscal Quarter ending December 31, 2013 $ 1,250,000.00 The last day of ~~Eurodollar Loans made pursuant to a single Borrowing shall reduce~~ the ~~outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than~~ Borrower’s Fiscal Quarter ending March 31, 2014 $ 1,250,000.00 The last day of the ~~Minimum Borrowing Amount~~Borrower’s Fiscal Quarter ending June 30, ~~such Borrowing shall be automatically converted into a Borrowing~~ 2014 $ 1,250,000.00 The last day of ~~Base Rate Loans; and (iii) each repayment~~ the Borrower’s Fiscal Quarter ending September 30, 2014 $ 1,250,000.00 The last day of ~~any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In~~ the ~~absence~~ Borrower’s Fiscal Quarter ending December 31, 2014 $ 1,250,000.00 The last day of ~~a designation by~~ the ~~Borrower as described in~~ Borrower’s Fiscal Quarter ending March 31, 2015 $ 1,250,000.00 The last day of the ~~preceding sentence~~Borrower’s Fiscal Quarter ending June 30, 2015 $ 1,250,000.00 The last day of the ~~Administrative Agent shall~~Borrower’s Fiscal Quarter ending September 30, ~~subject to~~ 2015 $ 1,250,000.00 The last day of the ~~above~~Borrower’s Fiscal Quarter ending December 31, ~~make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2~~2015 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending March 31, ~~(i) all then outstanding Revolving Loans shall be repaid in full on~~ 2016 $ 1,250,000.00 The last day of the ~~Revolving Loan Maturity Date and (ii) unless~~ Borrower’s Fiscal Quarter ending June 30, 2016 $ 1,250,000.00 The last day of the ~~Required Lenders otherwise agree in writing~~Borrower’s Fiscal Quarter ending September 30, ~~all then outstanding Loans shall be repaid in full on~~ 2016 $ 1,250,000.00 The last day of the ~~date on which a Change~~ Borrower’s Fiscal Quarter ending December 31, 2016 $ 1,250,000.00 The last day of ~~Control occurs.~~the Borrower’s Fiscal Quarter ending March 31, 2017 $ 1,250,000.00 The last day of the Borrower’s Fiscal Quarter ending June 30, 2017 $ 1,250,000.00

Appears in 1 contract

Samples: Credit Agreement (Dynegy Inc.)

Mandatory Repayments. (a) On any day on which the sum of the aggregate outstanding principal amount of all Term Loans exceeds the Total Term Loan Commitment as then in effect, the Borrowers shall prepay on such day the principal of Term Loans in an amount equal to such excess. (b) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans, (II) the aggregate outstanding principal amount of all Competitive Bid Loans, (III) the aggregate outstanding principal amount of all Swingline Loans ~~(after giving effect to all other repayments thereof on such date)~~ and (IIIV) the aggregate amount of all Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total Revolving Loan Commitment ~~at such time~~as then in effect, the ~~Borrower~~ Borrowers shall prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full (or if no Swingline Loans are outstanding), Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the sum of (I) the aggregate outstanding principal amount of all Competitive Bid Loans and (II) the aggregate amount of ~~the~~ all Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment ~~at such time~~as then in effect, the ~~Borrower~~ Borrowers shall prepay on such date the principal of Competitive Bid Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Loans, the aggregate amount of all Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrowers shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such ~~excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time)~~excess, such cash and/or Cash Equivalents to be held as security for all ~~obligations~~ Obligations of the ~~Borrower~~ Borrowers to ~~the~~ each Issuing Lender and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (bi) ~~In addition to~~ If on any day (A) the sum of (I) the aggregate outstanding principal amount of all Term Loans, (II) the aggregate outstanding principal amount of all Revolving Loans, (III) the aggregate outstanding principal amount of all Swingline Loans, (IV) the aggregate outstanding principal amount of all Competitive Bid Loans, (V) the aggregate amount of all Letter of Credit Outstandings and (VI) the aggregate outstanding principal amount of all other ~~mandatory repayments pursuant to this Section 4.2,~~ Unsecured Consolidated Total Indebtedness of Trizec exceeds the Borrowing Base Amount at such time (based on ~~each date on~~ the Borrowing Base Certificate last delivered or ~~after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity~~then being delivered) (such excess, the ~~Net Equity Proceeds in excess~~ “Borrowing Base Amount Deficiency”) or (B) a Default exists under Section 9.14 (such Default, a “Section 9.14 Default”), the Borrowers shall, within 10 days thereafter (or on such day to the extent required by Section 8.13), either (x) prepay outstanding Loans and/or cash collateralize outstanding Letters of ~~$3,000,000~~ Credit in the ~~aggregate during any fiscal year of~~ order provided in clause (c)(ii) below in an amount sufficient to eliminate such Borrowing Base Amount Deficiency or to cure such Section 9.14 Default, as applicable, (y) add one or more Borrowing Base Properties to the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans Borrowing Base in accordance with the ~~requirements~~ procedures set forth in this Agreement which would have the effect (i) in the case of ~~Sections 4.2(g~~a Borrowing Base Amount Deficiency, of increasing the Borrowing Base Value in an aggregate amount sufficient to eliminate such Borrowing Base Amount Deficiency or (ii) in the case of a Section 9.14 Default, of increasing the Borrowing Base Property NOI in an amount sufficient to cure such Section 9.14 Default or (z) effect a combination of the actions described in preceding clauses (x) and (h)y) so as to eliminate such Borrowing Base Amount Deficiency or Section 9.14 Default, ~~third, any remainder to any outstanding Term Loans, and fourth, with the balance~~as applicable (it being understood that, if ~~any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to~~ any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists ~~and such Net Recovery Event Proceeds do not exceed $1,000,000~~ (other than, in the ~~aggregate~~ case of Section 4.02(c)(i)(A) the Default resulting from the Borrowing Base Amount Deficiency in ~~any fiscal year~~ question, and in the case of Section 4.02(c)(i)(B) the ~~Borrower such Net Recovery Event Proceeds~~ Section 9.14 Default in question), the Borrowers shall ~~not~~ be required to ~~be so applied on such date to~~ take the actions described in preceding clause (x)). (ii) To the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds Borrowers elect (or ~~such earlier date, if any, as the Borrower~~ are required) to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit to eliminate any Borrowing Base Amount Deficiency or ~~the relevant Domestic Subsidiary determines not~~ to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) cure any Section 9.14 Default as provided ~~above~~ in ~~this Section 4.2(e~~clause (c)(i) ~~without regard to~~ above, the ~~preceding proviso.~~ Borrowers shall (f1) ~~In addition to any other mandatory prepayments pursuant to this Section 4.2~~first, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of prepay principal of outstanding Swingline Loans, (2) second, after all Swingline Loans have been repaid in ~~accordance with the requirements of Sections 4.2(g) and~~ full (hor if no Swingline Loans are outstanding), ~~second, as a mandatory repayment of~~ prepay principal of outstanding Term Loans and Revolving Loans as designated by the Borrowers, (~~as defined~~ 3) third, after all Swingline Loans, Revolving Loans and Term Loans have been paid in ~~the First Horizon International Financing documents)~~full, prepay principal of outstanding Competitive Bid Loans, and ~~third~~(4) fourth, pay to the Administrative Agent at the Payment Office cash and/or Cash Equivalents and with such cash and/or Cash Equivalents to be held as security for all Obligations of the ~~balance, if any, being retained~~ Borrowers to each Issuing Lender and the Lenders hereunder in a cash collateral account to be established by the ~~Borrower or the applicable Domestic Subsidiary~~Administrative Agent. (gd) Notwithstanding anything to the contrary contained in ~~Section 4.2(b)~~this Agreement or in any other Credit Document, (~~c), (d~~i) ~~and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that~~ all ~~of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the~~ then outstanding Loans ~~hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b),~~ (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or other than Swingline Loans) shall be repaid in ~~its sole discretion.~~ full on the Maturity Date, (ii) all then outstanding Loans shall be repaid in full on the date on which (x) any of the Borrowers enters into any transaction of merger or consolidation (other than any merger or consolidation permitted by Section 9.02(a)) or (y) a Change of Control occurs, (iii) each Borrowing of Swingline Loans shall be repaid in full within five Business Days after the date of Borrowing thereof and (iv) all then outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date. (e) With respect to each repayment of Loans required by ~~this Section 4.2~~Sections 4.02(a), ~~so long as no Event of Default shall have occurred~~ (b) and ~~be continuing~~(c), the ~~Borrower~~ Borrowers may designate the Types of Term Loans and/or Revolving Loans which are to be repaid and, in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings pursuant to which such ~~Eurodollar~~ Terms Loans and/or Revolving Loans were made, provided that: (i) repayments of Eurodollar Rate Loans pursuant to this Section ~~4.2~~ 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Rate Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; (ii) if any repayment of Eurodollar Rate Loans ~~made pursuant to~~ constituting a single Borrowing shall reduce the outstanding Eurodollar Rate Loans ~~made pursuant to~~ constituting such Borrowing to an amount less than the Minimum Borrowing ~~Amount~~Amount applicable thereto, such Borrowing shall be ~~automatically~~ converted at the end of the then current Interest Period into a Borrowing of Base Rate ~~Loans~~Loans unless such Borrowing, together with any other Term Loans and/or Revolving Loans maintained as Base Rate Loans (or portion thereof) or Eurodollar Rate Loans converted or continued on the same date to Eurodollar Rate Loans with the same Interest Period as the Interest Period to which such Borrowing is then being continued, exceeds such Minimum Borrowing Amount; ~~and~~ (iii) each repayment of any Term Loans or Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans or Revolving Loans, respectively; and (iv) each repayment of Competitive Bid Loans shall be applied pro rata among all outstanding Competitive Bid Loans. In the absence of a designation by the ~~Borrower~~ Borrowers as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 1 contract

Samples: Credit Agreement (Trizec Properties Inc)

Mandatory Repayments. (a) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (IIIII) the aggregate amount of all Letter of Credit Outstandings exceeds ~~the lesser of the Borrowing Base Amount and~~ the Total Revolving Loan Commitment at such time, the Borrower shall prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing ~~Lender~~ Lenders and the Lenders hereunder in a cash collateral account to be established by the Administrative ~~Agent~~Agent until such time as all proceeds are applied to such obligations, provided that if any Letter of Credit so collateralized expires undrawn or is otherwise terminated undrawn or all drawings thereunder are paid, an amount shall be returned to the Borrower such that, after giving effect to the return of such amount, the Total Revolving Loan Commitment then in effect exceeds or equals the aggregate amount of Letter of Credit Outstandings. (b) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, on each date set forth below (each, an “Initial Term Loan Scheduled Repayment Date”), the Borrower shall be required to repay that principal amount of Initial Term Loans, to the extent then outstanding, as is set forth opposite each such date below (each such repayment, as the same may be reduced as provided in Section 4.01(a), 4.01(b) or 4.02(i), a “Initial Term Loan Scheduled Repayment”): Initial Term Loan Scheduled Repayment Date Amount September 30, 2007 $ 1,300,000 December 31, 2007 $ 1,300,000 March 31, 2008 $ 1,300,000 June 30, 2008 $ 1,300,000 September 30, 2008 $ 1,300,000 December 31, 2008 $ 1,300,000 March 31, 2009 $ 1,300,000 June 30, 2009 $ 1,300,000 September 30, 2009 $ 1,300,000 December 31, 2009 $ 1,300,000 March 31, 2010 $ 1,300,000 June 30, 2010 $ 1,300,000 September 30, 2010 $ 1,300,000 December 31, 2010 $ 1,300,000 March 31, 2011 $ 1,300,000 June 30, 2011 $ 1,300,000 September 30, 2011 $ 1,300,000 December 31, 2011 $ 1,300,000 March 31, 2012 $ 1,300,000 June 30, 2012 $ 1,300,000 September 30, 2012 $ 1,300,000 December 31, 2012 $ 1,300,000 March 31, 2013 $ 1,300,000 June 30, 2014 $ 1,300,000 September 30, 2014 $ 1,300,000 December 31, 2014 $ 1,300,000 March 31, 2015 $ 1,300,000 Initial Term Loan Maturity Date $ 484,900,000 In the event that the aggregate principal amount of the Initial Term Loans is increased pursuant to Section 1.14 (as a result of the incurrence of Incremental Term Loans incurred pursuant to the same Tranche as the Initial Term Loans), the amount of each then remaining Initial Term Loan Scheduled Repayment shall be proportionally increased (with the aggregate increases to the then remaining Initial Term Loan Scheduled Repayments to equal the aggregate principal amount of such new Incremental Term Loans then being incurred) in accordance with the requirements of Section 1.14(b). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, the Borrower shall be required to make, with respect to each New Tranche of Incremental Term Loans, to the extent then outstanding, scheduled amortized repayments of Incremental Term Loans on the dates and in the principal amounts set forth in the respective Incremental Commitment Agreement (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02, an “Incremental Term Loan Scheduled Repayment”, and together with each Initial Term Loan Scheduled Repayment, the “Scheduled Repayments”); provided that, if any Incremental Term Loans are incurred which will be added to (and form part of) an existing New Tranche of Incremental Term Loans, then each Scheduled Repayment of such New Tranche to be made after such increase becomes effective shall be increased by an amount equal to (a) the aggregate principal amount of the increase in the Incremental Term Loans of such New Tranche pursuant to Section 1.14 multiplied by (b) an amount equal to (x) such Scheduled Repayment divided by (y) the aggregate outstanding principal amount of the Incremental Term Loans of such New Tranche, in each case, immediately prior to giving effect to the increase in Incremental Term Loans of such New Tranche pursuant to Section 1.14. (d) In addition to any other mandatory repayments pursuant to this Section 4.02, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its ~~Domestic~~ Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section ~~9.4~~ 9.04 as in effect on the Effective Date), an amount equal to 100% of the Net Debt Proceeds of the respective incurrence of Indebtedness shall ~~first~~ be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~4.02(h) and (hi)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~. (de) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any Asset Sale, the ~~Net Sale Proceeds therefrom~~ Borrower shall ~~first be applied on such date as~~ make a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~4.02(h) and (~~h), third, any remainder~~ i) in an amount equal to ~~any outstanding Term Loans, and fourth, with~~ the ~~balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~Net Sale Proceeds therefrom; provided, however, that with respect to Net Sale Proceeds from Specified Asset Sales and Net Sale Proceeds of no more than $~~500,000~~ 25,000,000 in the aggregate ~~of cash proceeds~~ from Asset Sales ~~in any fiscal year of the Borrower~~other than Specified Asset Sales, ~~the~~ such Net Sale Proceeds ~~therefrom~~ shall not be required to be so applied on such date so long as no Default and no Event of Default then ~~exits~~ exists and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section ~~9.15~~ 9.13 within 90 365 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section ~~4.2(d~~4.02(d) are not so reinvested within such 90365-day period (or such earlier date, if any, as the Borrower or the relevant ~~Domestic~~ Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section ~~4.2(d~~4.02(e) without regard to the preceding proviso. (ef) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, on each Excess Cash Payment Date, an amount equal to the Applicable ECF Percentage of the Excess Cash Flow for the related Excess Cash Payment Period shall be applied as a mandatory repayment in accordance with the requirements of Sections 4.02(h) and (i). (g) In addition to any other mandatory repayments pursuant to this Section 4.02, within 10 days following each date on or after the Initial Borrowing Date upon which the Borrower or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any Recovery ~~Event,~~ Event (other than Recovery Events where the Net ~~Recovery Event~~ Insurance Proceeds therefrom do not exceed $50,000), 100% of the Net Insurance Proceeds from such Recovery Event shall ~~first~~ be applied within such ten day period as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~4.02(h) and (hi)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~; provided, however, that so long as no Default or Event of Default then ~~exists and~~ exists, such Net ~~Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event~~ Insurance Proceeds shall not be required to be so applied on within such ~~date~~ ten day period to the extent that the Borrower has delivered a certificate to the Administrative Agent within such ten day period stating that such Net ~~Recovery Event~~ Insurance Proceeds shall be used to replace or restore ~~any~~ properties or assets in respect of which such Net ~~Recovery Event~~ Insurance Proceeds were paid within ~~180~~ 365 days following the date of the receipt of such Net ~~Recovery Event~~ Insurance Proceeds (which certificate shall set forth the estimates of the Net ~~Recovery Event~~ Insurance Proceeds to be so expended)~~; and~~ , provided further, that if all or any portion of such Net ~~Recovery Event~~ Insurance Proceeds not required to be so applied pursuant to the preceding proviso are not so used within ~~180~~ 365 days after the date of the receipt of such Net ~~Recovery Event~~ Insurance Proceeds (or such earlier date, if any, as the Borrower or the relevant ~~Domestic~~ Subsidiary determines not to reinvest the Net ~~Recovery Event~~ Insurance Proceeds relating to such Recovery Event as set forth above), an amount equal to such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section ~~4.2(e~~4.02(g) without regard to the preceding proviso. (fh) ~~In addition~~ Each amount required to ~~any other mandatory prepayments~~ be applied pursuant to ~~this Section 4.2~~Sections 4.02(d), ~~on March 31 of each year~~(e), beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g(f) and (~~h), second, as a mandatory repayment~~ g) shall be applied to repay the outstanding principal amount of ~~principal~~ Term Loans (with each Tranche of outstanding Term Loans to receive its pro rata share (~~as defined in~~ based on the ~~First Horizon International Financing documents~~relative principal amounts then outstanding of the various Tranches) of the amount to be applied), and ~~third, with~~ to the ~~balance, if any, being retained by~~ extent applied to a given Tranche of Term Loans same shall reduce the ~~Borrower or~~ then remaining scheduled repayments of the ~~applicable Domestic Subsidiary~~respective Tranche on a pro rata basis (based upon the then remaining unpaid principal amounts of such Scheduled Repayments after giving effect to all prior reductions thereto). (gi) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Term Loans of a given Tranche required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~4.02, the Borrower may designate the Types of Term Loans of the respective Tranche which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section ~~4.2~~ 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans of the respective Tranche with Interest Periods ending on such date of required repayment and all Term Loans of the respective Tranche maintained as Base Rate Loans have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing ~~Amount~~Amount applicable thereto, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (ij) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, (i) all then outstanding ~~Revolving~~ Loans of the respective Tranche shall be repaid in full on the ~~Revolving Loan~~ respective Maturity Date for such Tranche of Loans and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 1 contract

Samples: Credit Agreement (RCN Corp /De/)

Mandatory Repayments. (a) On any day on which the ~~sum~~ aggregate -------------------- outstanding principal amount of Loans exceeds the Total Commitment as then in effect, the respective Borrowers shall prepay principal of Loans made to such Borrowers in an aggregate amount equal to such excess, provided that, in the event that such repayment is required as a result of a partial reduction in the Total Commitment, (Ix) the allocation of such required prepayment of Loans of the respective Borrowers shall be determined by the Borrowers or (y) in the absence of a determination by the Borrowers, the Operations Agent shall allocate such mandatory repayments to outstanding Loans in its discretion, with an eye toward, but no obligation to, minimize breakage costs owing pursuant to Section 1.11. (b) On any day on which the aggregate outstanding principal amount of ~~all Revolving~~ Loans ~~(after giving effect~~ made to ~~all other repayments thereof on such date) and (II) the aggregate amount of all Letter of Credit Outstandings~~ any Borrower exceeds ~~the lesser of~~ the Borrowing Base ~~Amount and the Total Revolving Loan Commitment at~~ of such ~~time~~Borrower as then in effect, ~~the~~ such Borrower shall prepay ~~on such day the~~ principal of ~~Revolving~~ such Loans ~~in an amount~~ equal to such excess. If, after giving effect to the prepayment of all outstanding Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Lender and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) ~~In addition to~~ On any ~~other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date~~ day upon which ~~the~~ any Borrower or has had any ~~of its Domestic Subsidiaries receives~~ Loans in any ~~cash proceeds from any issuance or incurrence by the~~ principal amount outstanding for more than 45 consecutive days, such Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall ~~first be applied~~ repay on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of day all then outstanding Loans ~~in accordance~~ made to such Borrower, together with ~~the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~accrued interest thereon. (d) ~~In addition~~ Notwithstanding anything to ~~any other mandatory repayments pursuant to this Section 4.2, on each date on or after~~ the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above contrary contained elsewhere in this ~~Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date~~Agreement, ~~if any, as the~~ each Borrower ~~or the relevant Domestic Subsidiary determines not~~ promises to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) repay all then outstanding Revolving Loans ~~shall be repaid~~ in full on the ~~Revolving Loan Maturity Date~~ Expiry Date, and ~~(ii) unless the Required Lenders otherwise agree in writing,~~ each Borrower promises to repay all then outstanding Swingline Loans ~~shall be repaid~~ in full on the ~~date on which a Change of Control occurs~~Swingline Expiry Date.

Appears in 1 contract

Samples: Credit Agreement (Nicholas Applegate Fund Inc)

Mandatory Repayments. (a) On If on any ~~day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such~~ date~~) and (II) the aggregate amount of all Letter of Credit Outstandings exceeds the lesser of the Borrowing Base Amount and the Total Revolving Loan Commitment at such time~~, the Borrower shall prepay on such day the principal of Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Revolving Loans, the aggregate amount of the Tranche 1 Letter of Credit Outstandings exceeds the Total ~~Revolving Loan~~ Tranche 1 Commitment ~~at such time~~as then in effect, the Parent Borrower shall ~~pay~~ pay, or cause one or more Borrowers for whose account Tranche 1 Letters of Credit were issued to pay, to the Administrative Agent at the Payment Office on such ~~day~~ date an amount of cash and/or Cash Equivalents equal to the amount of such ~~excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time)~~excess, such cash and/or Cash Equivalents to be held as security for all obligations of the respective Borrower to the ~~Issuing Lender~~ Tranche 1 Lenders hereunder in the Collateral Account applicable to such Borrower. (b) If on any date, the sum of the aggregate outstanding principal amount of Revolving Loans plus the Tranche 2 Letter of Credit Outstandings exceeds the Total Tranche 2 Commitment as then in effect, the Parent Borrower shall repay, or cause one or more Borrowers to whom Revolving Loans were made and/or for whose account Tranche 2 Letters of Credit were issued to repay, on such day the outstanding Revolving Loans in an aggregate principal amount equal to the amount by which the aggregate outstanding principal amount of Revolving Loans plus the Tranche 2 Letter of Credit Outstandings exceeds the Total Tranche 2 Commitment as then in effect. If, after giving effect to the prepayment of all outstanding Revolving Loans, as set forth above, the Tranche 2 Letter of Credit Outstandings exceeds the Total Tranche 2 Commitment, the Parent Borrower shall pay, or cause one or more Borrowers for whose account Tranche 2 Letters of Credit were issued to pay, to the Administrative Agent at the Payment Office on such date an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents to be held as security for all obligations of the respective Borrowers to the Tranche 2 Lenders hereunder in a cash collateral account to be established by the Administrative Agent on terms reasonably satisfactory to the Administrative Agent. (c) If on any date and for any reason (including any fluctuations in the U.S. Dollar Equivalent of any amount of any Optional Currency), the aggregate outstanding amount of all Letters of Credit Outstanding (less the amount of any cash and/or Cash Equivalents previously paid to, and currently held by, the Administrative Agent as contemplated by this sentence) issued in currencies other than U.S. Dollars exceeds the Aggregate Multicurrency Letter of Credit Limit (as such amount may be increased as provided for in Sections 1.15(a) and 1.16(a)), the Parent Borrower shall pay, or cause one or more Borrowers for whose account Letters of Credit were issued to pay, to the Administrative Agent at the Payment Office on such date an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents to be held as security for all obligations of the respective Borrowers to the Lenders hereunder in a cash collateral account to be established by the Administrative Agent on terms reasonably satisfactory to the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) ~~In addition to~~ If on any ~~other mandatory repayments pursuant to this Section 4.2~~date and for any reason (including any fluctuations in the U.S. Dollar Equivalent of any amount of any Optional Currency), ~~on each date on or after~~ the ~~Initial Borrowing Date upon which~~ sum of the ~~Borrower or any~~ aggregate Stated Amount of ~~its Domestic Subsidiaries receives~~ all Fronted Letters of Credit plus the aggregated outstanding Unpaid Drawings in respect of Fronted Letters of Credit (less the amount of any cash ~~proceeds from any Asset Sale~~and/or Cash Equivalents previously paid to, and currently held by, the ~~Net Sale Proceeds therefrom~~ Administrative Agent as contemplated by this sentence) issued in currencies other than U.S. Dollars exceeds the Fronted Letter of Credit Limit (as such amount may be increased as provided for in Sections 1.15(a) and 1.16(a)), the Parent Borrower shall ~~first be applied~~ pay, or cause one or more Borrowers for whose account Letters of Credit were issued to pay, to the Administrative Agent at the Payment Office on such date ~~as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum~~ an amount of ~~50%~~ cash and/or Cash Equivalents equal to the amount of such ~~Net Sale Proceeds)~~excess, ~~second, any remainder~~ such cash and/or Cash Equivalents to be held as security for all obligations of the respective Borrowers to the Lenders hereunder in a ~~mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder~~ cash collateral account to ~~any outstanding Term Loans, and fourth, with the balance, if any, being retained~~ be established by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied Administrative Agent on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard terms reasonably satisfactory to the ~~preceding proviso~~Administrative Agent. (e) ~~In addition~~ If on any date, the Tranche 1 Letter of Credit Outstandings applicable to ~~any other mandatory repayments pursuant~~ such Borrower exceed such Borrower’s Borrowing Base, such Borrower shall pay or deliver to the Collateral Agent within one (1) Business Day of such date an amount of cash and/or Eligible Securities (valued for this ~~Section 4.2,~~ purpose based on the ~~date on~~ respective Advance Rate applicable thereto) in an aggregate amount equal to the amount of such excess, with any such cash or ~~after~~ Eligible Securities to be held as additional security for all obligations of the ~~Initial Borrowing Date upon which the~~ respective Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined hereunder in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or Collateral Account applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding provisoBorrower. (f) ~~In addition~~ Notwithstanding anything to ~~any other mandatory prepayments pursuant to~~ the contrary contained elsewhere in this ~~Section 4.2~~Agreement, ~~on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower~~ all outstanding Revolving Loans shall be ~~first applied~~ repaid in full on ~~such date as a mandatory repayment of principal of outstanding Loans in accordance with~~ the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic SubsidiaryCommitment Expiration Date. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each ~~repayment~~ prepayment of Revolving Loans required by ~~this~~ Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~4.02(b), the respective Borrower may designate the Types of Revolving Loans which are to be ~~repaid and, in the case of Eurodollar Loans,~~ prepaid and the specific Borrowing or Borrowings pursuant to which such ~~Eurodollar~~ Revolving Loans were made, provided ~~that:~~ that (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; (ii) if any ~~repayment~~ prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than ~~the Minimum Borrowing Amount~~$1,000,000 for such Borrowing, then all Eurodollar Loans outstanding pursuant to such Borrowing shall be ~~automatically~~ immediately converted into a Borrowing of Base Rate ~~Loans;~~ Loans and (~~iii~~ii) each ~~repayment~~ prepayment of ~~any~~ Revolving Loans made pursuant to a the same Borrowing shall be applied pro rata among the Lenders which made such Revolving Loans. In the absence of a designation by the respective Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (ih) ~~In addition to~~ Notwithstanding the foregoing provisions of this Section 4.02, if at any ~~other~~ time the mandatory ~~repayments~~ repayment of Revolving Loans pursuant to ~~this~~ Sections 4.02(b) or (f) would result in any Borrower incurring breakage costs under Section ~~4.2~~1.11 as a result of Eurodollar Loans being repaid other than on the last day of an Interest Period applicable thereto (any such Eurodollar Loans, “Affected Loans”), such Borrower may elect, by written notice to the Administrative Agent, to have the provisions of the following sentence be applicable so long as no Event of Default then exists. At the time any Affected Loans are otherwise required to be prepaid, such Borrower may elect to deposit 100% (or such lesser percentage elected by such Borrower as not being repaid) of the principal amounts that otherwise would have been paid in respect of the Affected Loans with the Administrative Agent to be held as security for the obligations of such Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Administrative Agent and shall provide for investments of such deposits as directed by such Borrower and satisfactory to the Administrative Agent, with such cash collateral to be released from such cash collateral account (and applied to repay the principal amount of such Eurodollar Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to such Eurodollar Loans (or such earlier date or dates as shall be requested by such Borrower), with the amount to be so released and applied on the last day of each Interest Period to be the amount of such Eurodollar Loans to which such Interest Period applies (or, if less, the amount remaining in such cash collateral account); provided that (i) ~~all then outstanding Revolving~~ interest in respect of such Affected Loans shall be continue to accrue thereon at the rate provided hereunder until such Affected Loans have been repaid in full ~~on the Revolving Loan Maturity Date~~ and (ii) ~~unless~~ at any time while an Event of Default has occurred and is continuing, the Required Lenders ~~otherwise agree~~ may direct the Administrative Agent (in ~~writing~~which case the Administrative Agent shall, and is hereby authorized by the Borrowers to, follow said directions) to apply any or all proceeds then ~~outstanding Loans~~ on deposit in such collateral account to the payment of such Affected Loans. All risk of loss in respect of investments made as contemplated in this Section 4.02(h) shall be ~~repaid in full~~ on the ~~date on which a Change~~ respective Borrower. Under no circumstances shall the Administrative Agent be liable or accountable to any Borrower or any other Person for any decrease in the value of ~~Control occurs~~the cash collateral account or for any loss resulting from the sale of any investment so made. Any funds remaining in the cash collateral account following the repayment of all Affected Loans shall, so long as no Event of Default shall have occurred and be continuing, be returned to the applicable Borrower. Fees and expenses related to the establishment of the cash collateral account shall be borne by the applicable Borrower and shall not exceed the Administrative Agent’s customary fees and expenses for the establishment of cash collateral accounts generally.

Appears in 1 contract

Samples: Credit Agreement (Endurance Specialty Holdings LTD)

Appears in 1 contract

Samples: Credit Agreement (First Horizon Pharmaceutical Corp)

Appears in 1 contract

Samples: Credit Agreement (Nash Finch Co)

Mandatory Repayments. (a) On If on any ~~day on which~~ date the sum of (Ix) the aggregate outstanding principal amount of ~~all~~ Revolving Loans and Swingline Loans (after giving effect to all other repayments thereof on such date) and (IIy) the ~~aggregate amount of all~~ Letter of Credit Outstandings on such date, exceeds ~~the lesser of the Borrowing Base Amount and~~ the Total Revolving Loan Commitment ~~at such time~~as then in effect, the ~~Borrower~~ Borrowers shall ~~prepay~~ repay on such ~~day~~ date, the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, the principal of Revolving Loans in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans, the aggregate amount of ~~the~~ Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment ~~at such time~~as then in effect, the ~~Borrower~~ Borrowers shall pay to the Administrative Agent at the Payment Office on such ~~day~~ date an amount of in cash ~~and/or Cash Equivalents~~ equal to ~~the amount of~~ such excess (up to ~~a maximum~~ the aggregate amount ~~equal to the~~ of Letter of Credit Outstandings at such time), ) and the Administrative Agent shall hold such ~~cash and/or Cash Equivalents to be held~~ payment as security for ~~all~~ the obligations of the ~~Borrower~~ Borrowers to ~~the Issuing Lender and~~ the Lenders hereunder in pursuant to a cash collateral ~~account~~ agreement to be ~~established by~~ entered into in form and substance reasonably satisfactory to the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity5.2, the ~~Net Equity Proceeds in excess of $3,000,000 in~~ Borrowers shall be required to repay the ~~aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of~~ principal ~~of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum~~ amount of ~~50%~~ each Acquisition Loan in quarterly installments, based on a six year principal amortization schedule of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourthequal quarterly payments, with the ~~balance~~first such quarterly principal payment to be made on the date fifteen (15) months following the date such Acquisition Loan was made, with quarterly principal payments to be made on each three (3) month interval thereafter (each a “Scheduled Repayment”), provided that if ~~any~~there shall be no corresponding date in any applicable month in which any such principal payment would otherwise be due, ~~being retained by~~ such payment shall be due on the ~~Borrower or applicable Domestic Subsidiary~~last Business Day of such month. (c) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.2, on each date on or after the ~~Initial Borrowing~~ Effective Date upon which ~~the Borrower or~~ any ~~of its Domestic Subsidiaries~~ Credit Party receives ~~any cash proceeds~~ Net Sale Proceeds from any ~~issuance or incurrence by the Borrower or any~~ Asset Sale, an amount equal to 100% of ~~its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date),~~ the Net ~~Debt~~ Sale Proceeds ~~of the respective incurrence of Indebtedness~~ from such Asset Sale shall ~~first~~ be applied ~~on such date~~ as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~5.2(f); provided that (i) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the aggregate Net Sale Proceeds ~~therefrom shall first~~ received during such fiscal year may be ~~applied on~~ retained by such ~~date as~~ Credit Party without giving rise to a mandatory repayment ~~of principal of outstanding Term Loans (~~as ~~defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds)~~otherwise required above, second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default ~~and no~~ or Event of Default ~~then exits~~ exists at the time such Net Sale Proceeds are received and an Authorized Officer of the such Credit Party has delivered a certificate to the Administrative Agent and the Collateral Agent on or prior to such date stating that such Net Sale Proceeds shall be used to purchase capital assets ~~(other than working capital)~~ used or to be used in the businesses permitted pursuant to Section ~~9.15~~ 10.1 (including, without limitation (but only to the extent permitted by Section 9.14), the purchase of the Equity Interests of a Person engaged in such businesses) within 90 180 days following the date of receipt of such Net Sale Proceeds from such Asset ~~Sale,~~ Sale (which certificate shall set forth the estimates of the proceeds to be so expended) and ~~provided further, that~~ (ii) if all or any portion of such Net Sale Proceeds not required to be so applied as ~~provided above in this Section 4.2(d)~~ a mandatory repayment are not so ~~reinvested~~ used within such ~~90-~~180 day ~~period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above)~~period, such remaining portion shall be applied on the last day of such 180 day period (or such earlier date, if any, as such Credit Party determines not to reinvest the ~~case may be~~Net Sale Proceeds relating to such Asset Sale as set forth above) as a mandatory repayment as provided above ~~in this Section 4.2(d)~~ (without regard to this proviso). (d) In addition to any other mandatory repayments pursuant to this Section 5.2, on each date on or after the ~~preceding proviso~~Effective Date on which any Credit Party receives any cash proceeds from (i) any incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 10.4 as in effect on the Effective Date), (ii) any issuance of Equity Interests by the Partnership (other than the cash proceeds of the issuance of Equity Interests to the extent issued in connection with a Permitted Acquisition that is completed within 180 days before or after the date of receipt of such cash proceeds) or (iii) any issuance of capital stock or other Equity Interests by, or cash capital contributions to, any Subsidiary of the Partnership (other than (x) issuances of common Equity Interests to the Partnership or any other Subsidiary of the Partnership by the Partnership or any other Subsidiary of the Partnership, and (y) cash capital contributions to any Subsidiary of the Partnership by the Partnership or any Subsidiary of the Partnership), an amount equal to 100% of the Net Cash Proceeds of the respective incurrence of Indebtedness, issuance of Equity Interests or cash capital contribution shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.2(f) and (g). (e) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.2, ~~on the~~ within 10 days following each date on or after the ~~Initial Borrowing~~ Effective Date ~~upon~~ on which ~~the Borrower or~~ any ~~of its Domestic Subsidiaries~~ Credit Party receives any ~~cash~~ proceeds from any Recovery Event (other than proceeds from Recovery Events in an amount less than $500,000 per Recovery Event), an amount equal to 100% of the ~~Net Recovery Event Proceeds from~~ 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 amount of such proceeds required to be used to repay any Indebtedness (other than Indebtedness of the Lenders pursuant to this Agreement) which is secured by the respective assets subject to such Recovery Event) shall ~~first~~ be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of ~~Sections 4.2(g~~Section 5.2(f); provided that (x) ~~and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that~~ so long as no Default or Event of Default then exists and such ~~Net Recovery Event Proceeds~~ proceeds do not exceed $~~1,000,000 in the aggregate in any fiscal year of the Borrower~~ 500,000, such ~~Net Recovery Event Proceeds~~ proceeds shall not be required to be so applied on such date to the extent that ~~the Borrower~~ an Authorized Officer of such Credit Party has delivered a certificate to the Administrative Agent and the Collateral Agent on or prior to such date stating that such ~~Net Recovery Event Proceeds~~ proceeds shall be used or shall be committed to be used to replace or restore any properties or assets in respect of which such ~~Net Recovery Event Proceeds~~ proceeds were paid within 180 days following the date of ~~the receipt of~~ such ~~Net~~ Recovery Event ~~Proceeds~~ (which certificate shall set forth the estimates of the ~~Net Recovery Event Proceeds~~ proceeds to be so expended); , and (y) so long as no Default or Event of Default then exists and to the extent that (a) the amount of such proceeds exceeds $500,000, and (b) an Authorized Officer of such Credit Party has delivered to the Administrative Agent and the Collateral Agent a certificate on or prior to the date the application would otherwise be required pursuant to this Section 5.2(e) in the form described in clause (x) above, then the entire amount of the proceeds of such Recovery Event and not just the portion in excess of $500,000 shall be deposited with the Collateral Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Administrative Agent and the Collateral Agent whereby such proceeds shall be disbursed to such Credit Party from time to time as needed to pay or reimburse such Credit Party in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be established by the Administrative Agent and the Collateral Agent), provided further, that at any time while an Event of Default has occurred and is continuing, the Required Lenders may, subject to the terms of the Intercreditor Agreement, direct the Collateral Agent (in which case the Administrative Agent shall, and is hereby authorized by the Credit Parties to, follow said directions) to apply any or all proceeds then on deposit in such collateral account to the repayment of Obligations hereunder in the same manner as proceeds would be applied pursuant to Section 5.2(f), and provided further, that if all or any portion of such ~~Net Recovery Event Proceeds~~ proceeds not required to be so applied as a mandatory repayment pursuant to the second preceding proviso (whether pursuant to clause (x) or (y) thereof) are not so used within 180 days after the date of the ~~receipt of such Net~~ respective Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), then such remaining portion not used shall be applied on the ~~last day of such period (or such earlier date, as~~ date occurring 180 days after the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow date of the ~~Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date~~ respective Recovery as a mandatory repayment ~~of principal of outstanding Loans~~ in accordance with the requirements of ~~Sections 4.2(g) and (h~~Section 5.2(f), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (gf) ~~Notwithstanding anything in Section 4.2(b), (c~~Each amount required to be applied pursuant to Sections 5.2(c), (d) and (e) in accordance with this Section 5.2(f) shall be applied on and after the Effective Date in accordance with the provisions of the Intercreditor Agreement; provided that, if no Indebtedness is outstanding under the Purchase Agreement or the Placement Notes, such amounts will be applied, first, to the ~~contrary~~extent the Administrative Agent, in its sole determination, determines that such amounts relate to assets acquired in a Permitted Acquisition or of a Borrower so ~~long~~ acquired, such amounts shall be used to repay the amounts outstanding under any Acquisition Loan used to fund such Permitted Acquisition, and, second, to the extent such Acquisition Loans are paid in full, and as ~~no Event of Default or Default shall have occurred and be continuing, the Borrower may request that~~ to all ~~of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable,~~ other amounts required to be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to ~~Section 4.2(b), (c~~Sections 5.2(c), (d~~), (e~~) and (f) e), such amounts shall be applied pro rata among all outstanding Loans, and, in either case, all such repayments of outstanding Acquisition Loans shall be applied to reduce the ~~Loans~~then remaining Scheduled Repayments in the inverse order in which such payments would be due (based upon the then remaining Scheduled Repayments after giving effect to all prior reductions thereto). (hg) ~~After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion.~~ With respect to each repayment of Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~5.2, the ~~Borrower~~ Borrowers may designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which ~~such Eurodollar Loans were~~ made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section ~~4.2~~ 5.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans of the respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respective Tranche have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing ~~Amount~~Amount applicable thereto, such Borrowing shall be ~~automatically~~ converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of any Tranche of Loans made pursuant to a Borrowing shall be applied ~~pro rata~~ prorata among such Tranche of Loans. In the absence of a designation by the ~~Borrower~~ Borrowers as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole ~~discretion~~discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11. (h) In addition, if at any time, for any reason the sum of the aggregate principal amount of all Revolving Loans and Swingline Loans outstanding at such time plus the Letter of Credit Outstandings at such time is greater than either (x) the Total Revolving Loan Commitment or (y) the Borrowing Base, then Borrowers, without prior notice from the Administrative Agent or any Lender, shall promptly repay such excess to the Administrative Agent for the benefit of the Lenders. The amounts paid pursuant to the preceding sentence shall first be applied against outstanding Revolving Loans and the excess shall be held by the Administrative Agent as cash collateral to secure payment of outstanding Letters of Credit. Each such prepayment of Revolving Loans shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under Section 2.11 in connection with such prepayment. (i) ~~In addition~~ Notwithstanding anything to ~~any other mandatory repayments pursuant to~~ the contrary contained elsewhere in this ~~Section 4.2~~Agreement, (i) all then outstanding ~~Revolving~~ Swingline Loans shall be repaid in full on the ~~Revolving Loan Maturity Date and~~ Swingline Expiry Date, (ii) ~~unless the Required Lenders otherwise agree in writing,~~ all other then outstanding Loans shall be repaid in full on the ~~date on which~~ respective Maturity Date for such Loans and (iii) unless the Required Lenders shall otherwise agree in writing in their sole discretion, all outstanding Loans shall be repaid in full upon the occurrence of a Change of ~~Control occurs~~Control. (j) Notwithstanding anything to the contrary contained in this Agreement, neither the exercise of the underwriters’ over-allotment option nor the redemption by the Partnership of Partnership Common Units or Partnership Subordinated Units in connection with any such exercise, in each case, as exercised within thirty days of the Effective Date and as otherwise described in the prospectus included in Form S-1 will constitute an Event of Default or trigger a requirement for a mandatory prepayment under this Section 5.2.

Appears in 1 contract

Samples: Credit Agreement (Stonemor Partners Lp)

Mandatory Repayments. (ai) On any day on which the sum of ~~(I)~~ -------------------- the aggregate outstanding principal amount of ~~all~~ the Revolving Loans ~~(after giving effect to all other repayments thereof on such date)~~ made by Non- Defaulting Banks, Swingline Loans and ~~(II)~~ the ~~aggregate amount of all~~ Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Adjusted Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall prepay on such day ~~the~~ principal of Swingline Loans and, after the Swingline Loans have been repaid in full, Revolving Loans of Non-Defaulting Banks in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving ~~Loans~~Loans of Non-Defaulting Banks, the aggregate amount of the Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall pay to the ~~Administrative~~ Agent at the Payment Office on such ~~day~~ date an amount of cash ~~and/or~~ or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash ~~and/or~~ or Cash Equivalents to be held as security for all obligations of the Borrower to ~~the Issuing Lender and the Lenders~~ Non-Defaulting Banks hereunder in a cash collateral account to be established by the ~~Administrative~~ Agent. (bii) On any day on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan Commitment of such Defaulting Bank, the Borrower shall prepay on such day principal of Revolving Loans of such Defaulting Bank in an amount equal to such excess. (i) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, the Borrower shall be required to repay the principal amount of A Term Loans on each date ~~on or after~~ set forth below in the ~~Initial Borrowing~~ amount set forth opposite such date below (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(h), a "Scheduled A Repayment"): -26- Date ~~upon which~~ ---- Amount ------ the last Business Day in January, 1996 $500,000 the last Business Day in April, 1996 $750,000 the last Business Day in July, 1996 $1,000,000 the last Business Day in October, 1996 $1,750,000 the last Business Day in January, 1997 $1,000,000 the last Business Day in April, 1997 $15,000,000 the last Business Day in July, 1997 $3,000,000 A Term Loan Maturity Date $32,000,000 (ii) In addition to any other mandatory repayments pursuant to this Section 4.02, the Borrower ~~or any~~ shall be required to repay the principal amount of ~~its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000~~ B Term Loans on each date set forth below in the ~~aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on~~ amount set forth opposite such date below (each such repayment, as ~~a mandatory repayment of principal of outstanding Term Loans (~~the same may be reduced as ~~defined~~ provided in ~~the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds~~Sections 4.01 and 4.02(h), ~~second~~a "Scheduled B Repayment"): Date Amount ---- ------ the last Business Day in January, ~~any remainder as a mandatory repayment of principal of outstanding Loans~~ 1996 $500,000 the last Business Day in ~~accordance with~~ April, 1996 $750,000 the ~~requirements of Sections 4.2(g) and (h)~~last Business Day in July, ~~third~~1996 $1,000,000 the last Business Day in October, ~~any remainder to any outstanding~~ 1996 $1,750,000 B Term ~~Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary.~~Loan Maturity Date $1,000,000 (c) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, on each date on or after the ~~Initial Borrowing~~ Restatement Effective Date upon which ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries receives any ~~cash~~ proceeds from any ~~issuance or~~ incurrence by ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred ~~pursuant to~~ under Section ~~9.4~~ 9.05 as said Section is in effect on the Restatement Effective Date), an amount equal to 100% of the ~~Net Debt Proceeds~~ cash proceeds of the respective incurrence of Indebtedness (net of underwriting or placement discounts and commissions and other reasonable costs associated therewith) shall ~~first~~ be applied ~~on such date~~ as a mandatory repayment of principal of outstanding Term Loans ~~(as defined in the First Horizon International Financing documents) (up~~ pursuant to ~~a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of~~ Sections ~~4.2(g~~4.02(h) and (hi)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~. (d) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, on each date on or after the ~~Initial Borrowing~~ Restatement Effective Date upon which Holdings or any of its Subsidiaries receives proceeds from any sale of assets (excluding (i) sales of inventory in the ordinary course of business, (ii) sales of equipment and related software to customers of the Borrower or any other Subsidiary of ~~its Domestic Subsidiaries receives~~ Holdings in the ordinary course of business pursuant to the terms of the respective wagering systems equipment contracts or similar contracts to which such Person is a party, (iii) sales of obsolete or worn out assets in the ordinary course of business pursuant to Section 9.02(i) in an aggregate amount not to exceed $1,000,000 in any ~~cash proceeds from~~ fiscal year of Holdings and (iv) sales of assets in the ordinary course of business pursuant to Section 9.02(ii) in an aggregate amount not to exceed $1,000,000 in any ~~Asset Sale~~fiscal year of Holdings), an amount equal to 100% of the Net Sale Proceeds therefrom shall ~~first~~ be applied ~~on such date~~ as a mandatory repayment of principal of outstanding Term Loans ~~(as defined in the First Horizon International Financing documents) (up~~ pursuant to ~~a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of~~ Sections ~~4.2(g~~4.02(h) and (hi), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, ~~on the~~ within 10 days following each date on or after the ~~Initial Borrowing~~ Restatement Effective Date upon which ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries receives any ~~cash~~ proceeds from any Recovery Event, an amount equal to 100% of the ~~Net Recovery Event Proceeds from~~ proceeds of such Recovery Event (net of reasonable costs and taxes incurred in connection with such Recovery Event and any amounts required to be applied (and are applied) to the repayment of any other Indebtedness secured by a prior perfected security interest (to the extent permitted by this Agreement) in the property subject to such Recovery Event) shall ~~first~~ be applied as a mandatory repayment of principal of outstanding Term Loans ~~(as defined in the First Horizon International Financing documents) (up~~ pursuant to ~~a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of~~ Sections ~~4.2(g~~4.02(h) and (hi)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~; provided~~, however~~, that so long as no Default or Event of Default then ~~exists and~~ exists, no such ~~Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds~~ -------- mandatory repayment shall ~~not~~ be required ~~to be so applied on such date~~ to the extent that Holdings or the Borrower has delivered a certificate to the ~~Administrative~~ Agent on or prior to such date stating that such ~~Net Recovery Event Proceeds~~ proceeds shall be used to replace or restore any properties or assets in respect of which such ~~Net Recovery Event Proceeds~~ proceeds were paid within ~~180 days~~ nine months following the date of ~~the receipt of~~ such ~~Net~~ Recovery Event ~~Proceeds~~ (which certificate shall set forth the estimates of the ~~Net Recovery Event Proceeds~~ proceeds to be so expended); , and provided further, that (i) if ~~all~~ the amount of such proceeds exceeds $5,000,000 (other than as a result of a Recovery Event that has occurred with respect to property located at a racetrack or any ~~portion of~~ other wagering facility, in which case such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion proceeds shall be applied ~~on the last day of such period (or such earlier date, as the case may be)~~ as provided ~~above~~ elsewhere in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.4.02

Appears in 1 contract

Samples: Credit Agreement (Autotote Corp)

Appears in 1 contract

Samples: Credit Agreement (Compuware Corporation)

Mandatory Repayments. (ai) On If on any ~~day on which~~ date the sum of (Ix) the aggregate outstanding principal amount of ~~all~~ Revolving Loans made by Non-Defaulting Banks and Swingline Loans (in each case after giving effect to all other repayments thereof on such date~~) and~~ ), plus (IIy) the ~~aggregate amount of all~~ Letter of Credit Outstandings on such date exceeds the ~~lesser of the Borrowing Base Amount and the~~ Adjusted Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall ~~prepay~~ repay on such ~~day~~ date the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, Revolving Loans of Non-Defaulting Banks in an aggregate amount equal to such excess. If, after giving effect to the ~~prepayment~~ repayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of ~~the~~ Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment ~~at such time~~then in effect, the Borrower ~~shall~~ agrees to pay to the Administrative Agent ~~at the Payment Office on such day~~ an amount of in cash and/or Cash Equivalents equal to ~~the amount of~~ such excess (up to ~~a maximum~~ the aggregate amount ~~equal to the~~ of Letter of Credit ~~Outstandings at~~ Outstandings) and the Administrative Agent shall hold such ~~time), such cash and/or Cash Equivalents to be held~~ payment as security for ~~all~~ the obligations of the Borrower hereunder pursuant to ~~the Issuing Lender and the Lenders hereunder in~~ a cash collateral ~~account~~ agreement to be ~~established by~~ entered into in form and substance satisfactory to the Administrative Agent (which shall permit certain investments in Cash Equivalents satisfactory to the Administrative Agent, until the proceeds are applied to the secured obligations). (bii) ~~In addition~~ If on any date the aggregate outstanding principal amount of Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan Commitment of such Defaulting Bank, the Borrower shall repay the Revolving Loans of such Defaulting Bank in an amount equal to such excess. (i) Not later than one Business Day following the receipt of any ~~other mandatory repayments pursuant to this Section 4.2, on each date~~ Net Cash Proceeds of any incurrence on or after the ~~Initial Borrowing~~ Effective Date ~~upon which~~ of any Indebtedness by the Borrower or any of its ~~Domestic~~ Restricted Subsidiaries ~~receives~~ (other than any ~~cash proceeds from any capital contribution or any sale or issuance of its equity~~Indebtedness permitted to be incurred under Section 9.04), the ~~Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year~~ Borrower shall make prepayments of the ~~Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding~~ Term Loans ~~(as defined~~ in ~~the First Horizon International Financing documents~~accordance with Sections 5.02(h) ~~(up~~ and 5.03 in an aggregate amount equal to ~~a maximum amount of 50~~100% of such Net ~~Equity~~ Cash Proceeds). (ii) Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset Sale or Casualty Event on and after the Effective Date, ~~second, any remainder as a mandatory repayment~~ the Borrower shall make repayments of ~~principal of outstanding~~ the Term Loans in accordance with Section 5.02(h) in an aggregate amount equal to 100% of the ~~requirements~~ Net Cash Proceeds from such Asset Sale or Casualty Event, in each case if the Total Leverage Ratio as of ~~Sections 4.2(g) and (h), third, any remainder~~ the most recent Test Period on or prior to ~~any outstanding Term Loans, and fourth, with~~ the ~~balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~date of such Asset Sale was greater than 4.00:1.00. (c) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, the Borrower shall repay, on each date ~~on or after~~ set forth below (provided that if any date set forth below is not a Business Day then the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect repayment shall occur on the ~~Effective~~ first Business Day immediately preceding such date set forth below) (each a “Scheduled Term Loan Repayment Date”), the ~~Net Debt Proceeds of~~ Term Loans in an amount equal to the ~~respective incurrence of Indebtedness shall first be applied on~~ amount set forth below opposite such date (each such repayment, as ~~a mandatory repayment of principal of outstanding Term Loans (~~the same may be reduced as ~~defined~~ provided in ~~the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds~~Sections 5.01 and 5.02(e), ~~second~~a “Scheduled Term Loan Repayment”): March 31, ~~any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h)~~2008 $ 625,000 June 30, ~~third~~2008 $ 625,000 September 30, ~~any remainder to any outstanding~~ 2008 $ 625,000 December 31, 2008 $ 625,000 March 30, 2009 $ 625,000 June 30, 2009 $ 625,000 September 30, 2009 $ 625,000 December 30, 2009 $ 625,000 March 30, 2010 $ 625,000 June 30, 2010 $ 625,000 September 30, 2010 $ 625,000 December 31, 2010 $ 625,000 March 30, 2011 $ 625,000 June 30, 2011 $ 625,000 September 30, 2011 $ 625,000 December 31, 2011 $ 625,000 March 30, 2012 $ 625,000 June 30, 2012 $ 625,000 September 30, 2012 $ 625,000 December 31, 2012 $ 625,000 March 30, 2013 $ 625,000 June 30, 2013 $ 625,000 September 30, 2013 $ 625,000 December 30, 2013 $ 625,000 March 30, 2014 $ 625,000 June 30, 2014 $ 625,000 Term ~~Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary.~~Loan Maturity Date $ 233,750,000 (d) ~~In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the~~ The Borrower ~~or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom~~ shall ~~first be applied on such date as a mandatory repayment of principal of~~ repay all outstanding Term Loans ~~(as defined~~ in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied their entirety on the ~~last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso~~Term Loan Maturity Date. (e) ~~In addition~~ The aggregate principal amount of Term Loans shall be repaid at the times, and in the amounts, provided in Sections 5.02(b) and 5.02(g). The amount of each such principal repayment of Term Loans shall be applied to ~~any other mandatory repayments pursuant~~ reduce each of the remaining Scheduled Term Loan Repayments on a pro rata basis (based upon the then remaining amount of each such Scheduled Term Loan Repayment). (f) Notwithstanding anything to the contrary contained in this ~~Section 4.2~~Agreement, all then outstanding Loans under this Agreement shall be repaid in full on the respective Maturity Date for such Loans. (g) No later than five Business Days after the date on ~~or after the Initial Borrowing Date upon~~ which the ~~Borrower~~ financial statements are or ~~any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first~~ are required to be ~~applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents~~delivered pursuant to Section 8.01(a) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder without giving effect to any ~~outstanding Term Loans, and fourth, with~~ grace period applicable thereto) (the ~~balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event~~ “ECF Deadline”) in respect of ~~Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any~~ each fiscal year of the Borrower ~~such Net Recovery Event Proceeds shall not be required to be so applied~~ ending on ~~such date to the extent that~~ or after December 31, 2007, the Borrower ~~has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds~~ shall ~~be used to replace or restore any properties or assets~~ make prepayments in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth aboveaccordance with Sections 5.02(e), ~~such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be~~5.02(h) ~~as provided above~~ and 5.03 in ~~this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004,~~ an aggregate amount equal to ~~75%~~ the Applicable ECF Percentage of Excess Cash Flow ~~of the Borrower and its Domestic Subsidiaries~~ for ~~the most recently completed~~ such fiscal year then ended minus (ii) the aggregate principal amount of ~~the Borrower shall be first applied on such date as a mandatory repayment~~ voluntary prepayments of ~~principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding~~ Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans made pursuant to Section ~~4.2(b~~5.01 since the last ECF Deadline (or since the Effective Date in the case of the fiscal year ending December 31, 2007)~~, (c), (d), (e) and (f) shall be applied pro rata to the Loans~~. (h) ~~After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion.~~ With respect to each repayment of Loans required by this Section ~~4.2~~5.02, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) ~~repayments of~~ Eurodollar Loans may be designated for repayment pursuant to this Section ~~4.2 may~~ 5.02 only ~~be made~~ on the last day of an Interest Period applicable thereto unless all Eurodollar Loans under the respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans under the respective Tranche have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Term Loans or Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans and Revolving Loans, as the case may be; (iii) notwithstanding the provisions of the preceding clause (ii), no repayment of Revolving Loans pursuant to Section 5.02(a)(i) shall be applied to the Revolving Loans of a Defaulting Bank; and (iv) repayments of Revolving Loans of Defaulting Banks pursuant to Section 5.02(a)(ii) shall be applied pro rata among such Revolving Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole ~~discretion.~~ discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11. Notwithstanding the foregoing provisions of this Section 5.02, if at any time the mandatory repayment of Loans pursuant to Section 5.02(a) arising solely as a result of a reduction to the Total Revolving Loan Commitment pursuant to Section 4.03(d) would result, after giving effect to the procedures set forth above in this clause (ih), in the Borrower incurring breakage costs under Section 2.11 as a result of Eurodollar Loans being repaid other than on the last day of an Interest Period applicable thereto (the “Affected Eurodollar Loans”), then the Borrower may in its sole discretion initially deposit a portion (up to 100%) ~~In addition~~ of the amounts that otherwise would have been paid in respect of the Affected Eurodollar Loans with the Administrative Agent to ~~any other mandatory repayments~~ be held as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Administrative Agent, with such cash collateral to be released from such cash collateral account upon the first occurrence (or occurrences) thereafter of the last day of an Interest Period applicable to the relevant Loans that are Eurodollar Loans (or such earlier date or dates as shall be requested by the Borrower), to repay an aggregate principal amount of such Loans equal to the Affected Eurodollar Loans not initially repaid pursuant to this sentence. Any Term Loans repaid pursuant to Section ~~4.2, (i) all then outstanding Revolving Loans shall~~ 5.01 or 5.02 may not be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occursreborrowed.

Appears in 1 contract

Samples: Credit Agreement (Primedia Inc)

Mandatory Repayments. (a) On If on any ~~day on which~~ date (including the Early Termination Date) the sum of (Ix) the aggregate outstanding principal amount of ~~all~~ Revolving Loans and Swingline Loans (after giving effect to all other repayments thereof on such date) and (IIy) the ~~aggregate amount of all~~ Letter of Credit Outstandings on such date, exceeds ~~the lesser of the Borrowing Base Amount and~~ the Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall ~~prepay~~ repay on such ~~day~~ date, the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, the principal of Revolving Loans in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans, the aggregate amount of ~~the~~ Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such ~~day~~ date an amount of (in U.S. Dollars) in cash and/or Cash Equivalents equal to ~~the amount of~~ such excess (up to ~~a maximum~~ the aggregate amount ~~equal to the~~ of Letter of Credit Outstandings at such time), ) and the Administrative Agent shall hold such ~~cash and/or Cash Equivalents to be held~~ payment as security for ~~all~~ the obligations of the Borrower to the ~~Issuing Lender and the~~ Lenders hereunder in pursuant to a cash collateral ~~account~~ agreement to be ~~established by~~ entered into in form and substance reasonably satisfactory to the Administrative Agent; provided that upon the occurrence of the Early Termination Date, the Borrower shall Cash Collateralize all Letter of Credit Outstandings. (b) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, ~~on each date on or after the Initial Borrowing Date upon which~~ the Borrower ~~or any~~ shall be required to make, with respect to each Tranche of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Incremental Term Loans, to the extent then outstanding, scheduled amortization payments of such Tranche of Incremental Term Loans on the dates and ~~fourth~~in the principal amounts set forth in the respective Incremental Term Loan Commitment Agreement (each such date, ~~with~~ a “Scheduled Incremental Term Loan Repayment Date”, and each such repayment, as the ~~balance~~same may be (x) reduced as provided in Section 5.01 or 5.02(h) or (y) increased as provided in Section 2.15(c), ~~if any, being retained by the Borrower or applicable Domestic Subsidiary~~a “Scheduled Incremental Term Loan Repayment”). (c) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, on within five Business Days after each date on or after the ~~Initial Borrowing~~ Effective Date upon which the Borrower or any of its ~~Domestic~~ Subsidiaries receives ~~any cash proceeds~~ Net Sale Proceeds from any ~~issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money~~ Asset Sale (other than ~~Indebtedness for borrowed money permitted~~ receivables (and related assets) subject to ~~be incurred~~ the Chinese Factoring Program sold pursuant to Section ~~9.4 as in effect on the Effective Date~~10.02(xiv) and/or a Foreign Receivables Facility sold pursuant to Section 10.02(xiii)), an NEWYORK 9228865 (2K) -75- amount equal to 100% of the Net ~~Debt~~ Sale Proceeds ~~of the respective incurrence of Indebtedness~~ from such Asset Sale shall ~~first~~ be applied ~~on such date~~ as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~5.02(g) and (h)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being~~ ; provided that (i) such Net Sale Proceeds may be retained by the Borrower and its Subsidiaries without giving rise to a mandatory repayment as otherwise required above, so long as no Default or ~~applicable Domestic Subsidiary~~Event of Default exists at the time such Net Sale Proceeds are received and an Authorized Officer of the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall beare used to purchase capital assets used or to be used in the businesses permitted pursuant to Section 10.01 (including, without limitation (but only to the extent permitted by Section 10.05), the purchase of the capital stock of a Person engaged in such businesses) or, in the case of Net Sale Proceeds received in connection with an IRB Sale-Leaseback Transaction, to make an Investment of the type described in Section 10.05(xxii) within one year following the date of receipt of such Net Sale Proceeds from such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended) and,; provided further, that if all or any portion of such proceeds not required to be applied as a mandatory repayment pursuant to the preceding proviso are either (A) not so used or committed to be so used within one year after the date of the receipt of such proceeds or (B) if committed to be used within one year after the date of receipt of such proceeds and not so used within 18 months after the date of the receipt of such proceeds then, in either such case, such remaining portion not used or committed to be used in the case of preceding clause (A), and not used in the case of preceding clause (B), shall be applied within 10 days after the date occurring one year after the date of the receipt of proceeds from such Asset Sale in the case of clause (A) above, or the date occurring 18 months after the date of the receipt of proceeds from the respective Asset Sale in the case of clause (B) above, as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h). (d) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, on within one Business Day after each date on or after the ~~Initial Borrowing~~ Effective Date ~~upon~~ on which the Borrower or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any ~~Asset Sale~~incurrence of Indebtedness by the Borrower or any of its Subsidiaries (other than Indebtedness permitted to be incurred pursuant to Section 10.04 as in effect on the Effective Date), an amount equal to 100% of the Net ~~Sale~~ Cash Proceeds ~~therefrom~~ of the respective incurrence of Indebtedness shall ~~first~~ be applied ~~on such date~~ as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~5.02(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, on to the extent that any Incremental Term Loans are then outstanding, an amount equal to the Applicable Excess Cash Flow Percentage of the Excess Cash Flow for the related Excess Cash Flow Period shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h) solely to the extent required by, and in accordance with the terms of, the applicable Incremental Term Loan Commitment Agreement governing such Incremental Term Loans. (f) In addition to any other mandatory repayments pursuant to this Section 5.02, within 10 days following each date on or after the ~~Initial Borrowing~~ Effective Date ~~upon~~ on which the Borrower or any of its ~~Domestic~~ Subsidiaries receives any ~~cash~~ proceeds from any Recovery Event (other than proceeds from Recovery Events in an amount less than $5,000,000 per Recovery Event), an amount equal to 100% of the ~~Net Recovery Event Proceeds from~~ 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 NEWYORK 9228865 (2K) -76- and the amount of such proceeds required to be used to repay any Indebtedness (other than Indebtedness of the Lenders pursuant to this Agreement) which is secured by the respective assets subject to such Recovery Event) shall ~~first~~ be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~5.02(g) and (h)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~; ~~provided, however,~~ provided that so long as no Default or Event of Default then ~~exists and~~ exists, such ~~Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds~~ proceeds shall not be required to be so applied ~~on such date~~ to the extent that an Authorized Officer of the Borrower has delivered a certificate to the Administrative Agent stating that such ~~Net Recovery Event Proceeds~~ proceeds shall be used or shall be committed to be used to replace or restore any properties or assets in respect of which such ~~Net Recovery Event Proceeds~~ proceeds were paid within ~~180 days~~ one year following the date of ~~the~~ receipt of such ~~Net~~ proceeds from such Recovery Event ~~Proceeds~~ (which certificate shall set forth the estimates of the ~~Net Recovery Event Proceeds~~ proceeds to be so expended); ~~and~~ provided further, that if all or any portion of such ~~Net Recovery Event Proceeds~~ proceeds not required to be so applied as a mandatory repayment pursuant to the preceding proviso are either (A) not so used or committed to be so used within ~~180 days~~ one year after the date of the receipt of such ~~Net Recovery Event Proceeds~~ proceeds or (or B) if committed to be used within one year after the date of receipt of such ~~earlier date~~proceeds and not so used within 18 months after the date of the receipt of such proceeds then, ~~if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to~~ in either such ~~Recovery Event as set forth above)~~case, such remaining portion not used or committed to be used in the case of preceding clause (A), and not used in the case of preceding clause (B), shall be applied on within 10 days after the ~~last day~~ date occurring one year after the date of the receipt of proceeds from such ~~period (or such earlier date, as~~ Recovery Event in the case ~~may be~~of clause (A) ~~as provided above in this Section 4.2(e) without regard to~~ above, or the ~~preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow~~ date occurring 18 months after the date of the ~~Borrower and its Domestic Subsidiaries for~~ receipt of proceeds from the ~~most recently completed fiscal year~~ respective Recovery Event in the case of ~~the Borrower shall be first applied on such date~~ clause (B) above, as a mandatory repayment ~~of principal of outstanding Loans~~ in accordance with the requirements of Sections ~~4.2(g~~5.02(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) ~~Notwithstanding anything in Section 4.2(b), (c~~Each amount required to be applied pursuant to Sections 5.02(c), (d), (e) and (ef) ~~to the contrary, so long as no Event of Default or Default~~ in accordance with this Section 5.02(g) shall ~~have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable,~~ be applied ~~first~~ on and after the Effective Date to repay the outstanding principal amount of Swingline Loans ~~hereunder~~ and Revolving Loans (but without any ~~remainder~~ corresponding reduction in the Revolving Loan Commitments); provided, however, that if any Incremental Term Loans are then outstanding, each such amount shall be applied (i) first, to repay the outstanding principal amount of Incremental Term Loans, with such amount to be allocated among each Tranche of outstanding Incremental Term Loans on a pro rata basis (based upon the Incremental Term Loan Percentages of the various Tranches of Incremental Term Loans and ~~upon~~ the ~~consent~~ then outstanding principal amounts of the ~~Required Lenders~~respective Tranches of Incremental Term Loans) and (ii) second, to the ~~Administrative Agent shall apply~~ extent in excess of the ~~same~~ amounts required to be applied pursuant to preceding clause (i), to repay the outstanding principal amount of Swingline Loans and Revolving Loans (but without any corresponding reduction in ~~such order~~the Revolving Loan Commitments). All repayments of outstanding Incremental Term Loans pursuant to ~~Section 4.2(b), (c~~Sections 5.02(c), (d), (e) and (f) shall be applied ~~pro rata~~ to reduce the then remaining Scheduled Incremental Term Loan Repayments of such Tranche of Incremental Term Loans in the manner set forth in the applicable Incremental Term Loan Commitment Agreement for such Tranche of Incremental Term Loans. (h) ~~After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion.~~ With respect to each repayment of Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~5.02, the Borrower may designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which ~~such Eurodollar Loans were~~ made, ; provided that: (i) repayments of Eurodollar Loans pursuant to this Section ~~4.2~~ 5.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans of the respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respective Tranche have first been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce NEWYORK 9228865 (2K) -77- the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing ~~Amount~~Amount applicable thereto, such Borrowing shall be ~~automatically~~ converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of any Tranche of Loans made pursuant to a Borrowing shall be applied pro rata among the Loans comprising such ~~Loans~~Borrowing. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole ~~discretion~~discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11. Notwithstanding the foregoing provisions of this Section 5.02, if at any time the mandatory repayment of Loans pursuant to Section 5.02(c), (d), (e) or (f) would result, after giving effect to the procedures set forth in this clause (i) above, in the Borrower incurring breakage costs under Section 2.11 as a result of Eurodollar Loans being repaid other than on the last day of an Interest Period applicable thereto (any such Eurodollar Loans, “Affected Loans”), the Borrower may elect, by written notice to the Administrative Agent, to have the provisions of the following sentence be applicable so long as no Default or Event of Default is then in existence. At the time any Affected Loans are otherwise required to be prepaid the Borrower may elect, so long as no Default or Event of Default is then in existence, to deposit 100% (or such lesser percentage elected by the Borrower as not being repaid) of the principal amounts that otherwise would have been paid in respect of the Affected Loans with the Administrative Agent to be held as security for the obligations of the Borrower hereunder 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 released from such cash collateral account (and applied to repay the principal amount of such Eurodollar Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to Eurodollar Loans of the respective Tranche (or such earlier date or dates as shall be requested by the Borrower), with the amount to be so released and applied on the last day of each Interest Period to be the amount of such Eurodollar Loans to which such Interest Period applies (or, if less, the amount remaining in such cash collateral account). (i) ~~In addition~~ Notwithstanding anything to ~~any other mandatory repayments pursuant to~~ the contrary contained elsewhere in this ~~Section 4.2~~Agreement, (i) all then outstanding ~~Revolving~~ Swingline Loans shall be repaid in full on the ~~Revolving Loan Maturity Date and~~ Swingline Expiry Date, (ii) ~~unless the Required Lenders otherwise agree in writing,~~ all other then outstanding Loans shall be repaid in full on the ~~date on which~~ respective Maturity Date for such Tranche of Loans and (iii) unless the Required Lenders shall otherwise agree in writing in their sole discretion, all outstanding Loans shall be repaid in full upon the occurrence of a Change of ~~Control occurs~~Control. (j) If any RL Lender becomes a Defaulting Lender at any time that any Letter of Credit issued by any Letter of Credit Issuer is outstanding, the Borrower shall enter into the applicable Letter of Credit Back-Stop Arrangements with such Issuing Lender no later than 15 Business Days (or such later date as may be agreed by the Letter of Credit Issuer in its sole discretion) after the date such Lender becomes a Defaulting Lender.

Appears in 1 contract

Samples: Credit Agreement (EnerSys)

Mandatory Repayments. (a) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (IIIII) the aggregate amount of all Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total Revolving Loan Commitment at such time, the Borrower shall promptly (but, in any event, within one Business Day thereafter) prepay ~~on such day~~ the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall promptly (but, in any event, within one Business Day thereafter) pay to the Administrative Agent at the Payment Office ~~on such day~~ an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all ~~obligations~~ Obligations of the Borrower to the Issuing ~~Lender~~ Lenders and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (bi) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, on each date ~~on or after the~~ set forth below (each, a “Scheduled Initial ~~Borrowing Date upon which~~ Term Loan Repayment Date”), the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall ~~first~~ be ~~applied on such date as a mandatory repayment of~~ required to repay that principal ~~of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum~~ amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Initial Term Loans, ~~and fourth~~to the extent then outstanding, as is set forth opposite each such date below (each such repayment, as the same may be (x) reduced as provided in Section 5.01(a), 5.01(b) or 5.02(g) or (y) increased as provided in Section 2.14(c), a “Scheduled Initial Term Loan Repayment”): The last Business Day of Holdings’ fiscal quarter ending March 31, 2008 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending June 30, 2008 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending September 30, 2008 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending December 31, 2008 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending March 31, 2009 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending June 30, 2009 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending September 30, 2009 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending December 31, 2009 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending March 31, 2010 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending June 30, 2010 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending September 30, 2010 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending December 31, 2010 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending March 31, 2011 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending June 30, 2011 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending September 30, 2011 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending December 31, 2011 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending March 31, 2012 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending June 30, 2012 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending September 30, 2012 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending December 31, 2012 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending March 31, 2013 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending June 30, 2013 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending September 30, 2013 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending December 31, 2013 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending March 31, 2014 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending June 30, 2014 $ 237,500 The last Business Day of Holdings’ fiscal quarter ending September 30, 2014 $ 237,500 Initial Term Loan Maturity Date $ 88,587,500 (ii) In addition to any other mandatory repayments pursuant to this Section 5.02, the Borrower shall be required to make, with respect to each Tranche of Incremental Term Loans, to the ~~balance~~extent then outstanding, ~~if any~~scheduled amortization payments of such Tranche of Incremental Term Loans on the dates and in the principal amounts set forth in the respective Incremental Term Loan Commitment Agreement (each such date, ~~being retained by~~ a “Scheduled Incremental Term Loan Repayment Date”, and each such repayment, as the ~~Borrower~~ same may be (x) reduced as provided in Section 5.01(a), 5.01(b) or ~~applicable Domestic Subsidiary~~5.02(g) or (y) increased as provided in Section 2.14(c), a “Scheduled Incremental Term Loan Repayment”). (c) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, on each date on or after the Initial Borrowing Date upon which ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any issuance or incurrence by ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section ~~9.4~~ 10.04 as in effect on the Effective Date), an amount equal to 100% of the Net ~~Debt~~ Cash Proceeds of the respective issuance or incurrence of Indebtedness shall ~~first~~ be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~5.02(g) and (h)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~. (d) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, on within three Business Days after each date on or after the Initial Borrowing Date upon which ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any Asset Sale, an amount equal to 100% of the Net Sale Proceeds therefrom shall ~~first~~ be applied on within such ~~date~~ three-Business Day period as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~5.02(g) and (h)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~; provided, however, that with respect to no more than $~~500,000~~ 1,000,000 in the aggregate of ~~cash proceeds from Asset Sales~~ such Net Sale Proceeds received by Holdings and its Subsidiaries in any fiscal year of ~~the Borrower~~Holdings, ~~the~~ such Net Sale Proceeds ~~therefrom~~ shall not be required to be so applied on within such ~~date~~ three-Business Day period so long as no Default ~~and no~~ or Event of Default then ~~exits~~ exists and such Net Sale Proceeds shall be used to purchase assets (other than inventory and working capital) used or to be used in the businesses permitted pursuant to Section ~~9.15~~ 10.10 within 90 360 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section ~~4.2(d~~5.02(d) are not so reinvested within such 90360-day period (or such earlier date, if any, as ~~the Borrower~~ Holdings or the relevant ~~Domestic~~ Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section ~~4.2(d~~5.02(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, on each Excess Cash Flow Payment Date, an amount equal to the remainder (if positive) of (x) the Applicable Excess Cash Flow Repayment Percentage of the Excess Cash Flow for the related Excess Cash Flow Payment Period minus (y) the aggregate amount of principal repayments of Loans to the extent (and only to the extent) that such repayments were made as a voluntary prepayment pursuant to Section 5.01 with internally generated funds (but in a case of a voluntary prepayment of Revolving Loans or Swingline Loans, only to the extent accompanied by a voluntary reduction to the Total Revolving Loan Commitment in an amount equal to such prepayment) during the relevant Excess Cash Flow Payment Period, shall be applied as a mandatory repayment in accordance with the requirements of Sections 5.02(g) and (h). (f) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 5.02, within three Business Days after each date on or after the Initial Borrowing Date upon which ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any Recovery ~~Event,~~ Event (other than Recovery Events where the Net ~~Recovery Event~~ Cash Proceeds therefrom do not exceed $25,000), an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall ~~first~~ be applied within such three-Business Day period as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~5.02(g) and (h)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~; provided, however, that (i) so long as no Default or Event of Default then exists and such Net ~~Recovery Event~~ Cash Proceeds do not exceed $~~1,000,000 in the aggregate in any fiscal year of the Borrower~~ 1,000,000, an amount equal to such Net ~~Recovery Event~~ Cash Proceeds shall not be required to be so applied on within such ~~date~~ three-Business Day period to the extent that ~~the Borrower has delivered a certificate to the Administrative Agent stating that~~ such Net ~~Recovery Event~~ Cash Proceeds shall be used to replace or restore ~~any~~ properties or assets in respect of which such Net ~~Recovery Event~~ Cash Proceeds were paid within ~~180~~ 360 days following the date of the receipt of such Net ~~Recovery Event~~ Cash Proceeds, and (ii) if the amount of such Net Cash Proceeds exceeds $1,000,000, then an amount equal to the entire amount of such Net Cash Proceeds (~~which certificate~~ and not just the portion thereof in excess of $1,000,000) shall ~~set forth the estimates~~ be applied as provided above in this Section 5.02(f) without regard to preceding clause (i) of ~~the Net Recovery Event Proceeds to be so expended);~~ this proviso, and provided further, that if all or any portion of such Net ~~Recovery Event~~ Cash Proceeds not required to be so applied pursuant to the preceding proviso are not so used within ~~180~~ 360 days after the date of the receipt of such Net ~~Recovery Event~~ Cash Proceeds (or such earlier date, if any, as ~~the Borrower~~ Holdings or the relevant ~~Domestic~~ Subsidiary determines not to reinvest the Net ~~Recovery Event~~ Cash Proceeds relating to such Recovery Event as set forth above), an amount equal to such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section ~~4.2(e~~5.02(f) without regard to the preceding proviso. (g) Each amount required to be applied pursuant to Sections 5.02(c), (d), (e) and (f) ~~In addition~~ in accordance with this Section 5.02(g) shall be applied to repay the outstanding principal amount of Term Loans and shall be allocated among each Tranche of outstanding Term Loans on a pro rata basis, with each Tranche of outstanding Term Loans to be allocated its Term Loan Percentage of the amount of the respective repayment; provided, however, if at the time of any ~~other mandatory prepayments~~ repayment pursuant to this Section ~~4.2~~5.02(g) any Event of Default exists or any Default under Section 11.01 or 11.05 exists, ~~on March 31 of~~ each ~~year, beginning March 31, 2004, an~~ such amount ~~equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower~~ shall be ~~first~~ applied ~~on such date as a mandatory repayment~~ to repay the outstanding principal amount of ~~principal~~ all Loans (including Revolving Loans) and shall be allocated among each Tranche of outstanding Loans ~~in accordance~~ on a pro rata basis, with each Tranche of outstanding Loans to be allocated its Percentage of the ~~requirements~~ amount of ~~Sections 4.2(g) and (h), second, as a mandatory~~ the respective repayment. The amount of each principal repayment of ~~principal~~ each Tranche of ~~outstanding~~ Term Loans (made as ~~defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained~~ required by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (cSections 5.02(c), (d), (e) and (f) shall be applied to reduce the then remaining Scheduled Term Loan Repayments of such Tranche of Term Loans on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Term Loan Repayment of the respective Tranche after giving effect to ~~the Loans~~all prior reductions thereto). (h) ~~After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion.~~ With respect to each repayment of Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~5.02, the Borrower may designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) that each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent ~~shall, subject to the above,~~ shall make such designation in its sole ~~discretion~~discretion with a view, but not an obligation, to minimize breakage costs that would be owing by the Borrower under Section 2.11. (i) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, ~~(i)~~ all then outstanding ~~Revolving~~ Loans of a respective Tranche shall be repaid in full on the ~~Revolving Loan~~ respective Maturity Date ~~and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change~~ for such Tranche of ~~Control occurs~~Loans.

Appears in 1 contract

Samples: Credit Agreement (Information Services Group Inc.)

Mandatory Repayments. (a) On If on any ~~day on which~~ date prior to the Commitment Expiration Date, the sum of ~~(I)~~ the aggregate outstanding principal amount of ~~all~~ Tranche 1 Revolving Loans ~~(after giving effect to all other repayments thereof on such date) and (II)~~ plus the ~~aggregate amount of all~~ Tranche 1 Letter of Credit Outstandings exceeds the ~~lesser~~ Total Tranche 1 Commitment as then in effect, the Parent Borrower shall repay, or cause one or more of the Borrowers to whom Tranche 1 Revolving Loans were made and/or for whose account Tranche 1 Letters of Credit were issued to repay, on such day the outstanding Tranche 1 Revolving Loans in an aggregate principal amount equal to the amount by which the aggregate outstanding principal amount of Tranche 1 Revolving Loans plus the Tranche 1 Letter of Credit Outstandings exceeds the Total Tranche 1 Commitment as then in effect. If, after giving effect to the prepayment of all outstanding Tranche 1 Revolving Loans, as set forth above, the Tranche 1 Letter of Credit Outstandings exceeds the Total Tranche 1 Commitment, the Parent Borrower shall pay, or cause one or more Borrowers for whose account Tranche 1 Letters of Credit were issued to pay, to the Administrative Agent at the Payment Office on such date an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents to be held as security for all obligations of the respective Borrower to the Tranche 1 Lenders hereunder in the Collateral Account applicable to such Borrower. (b) If on any date prior to the Commitment Expiration Date, the sum of the aggregate outstanding principal amount of Tranche 2 Revolving Loans plus the Tranche 2 Letter of Credit Outstandings exceeds the Total Tranche 2 Commitment as then in effect, the Parent Borrower shall repay, or cause one or more Borrowers to whom Tranche 2 Revolving Loans were made and/or for whose account Tranche 2 Letters of Credit were issued to repay, on such day the outstanding Tranche 2 Revolving Loans in an aggregate principal amount equal to the amount by which the aggregate outstanding principal amount of Tranche 2 Revolving Loans plus the Tranche 2 Letter of Credit Outstandings exceeds the Total Tranche 2 Commitment as then in effect. If, after giving effect to the prepayment of all outstanding Tranche 2 Revolving Loans, as set forth above, the Tranche 2 Letter of Credit Outstandings exceeds the Total Tranche 2 Commitment, the Parent Borrower shall pay, or cause one or more Borrowers for whose account Tranche 2 Letters of Credit were issued to pay, to the Administrative Agent at the Payment Office on such date an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents to be held as security for all obligations of the respective Borrowers to the Tranche 2 Lenders hereunder in a cash collateral account to be established by the Administrative Agent on terms reasonably satisfactory to the Administrative Agent. (c) If on any date prior to the Commitment Expiration Date and for any reason (including any fluctuations in the U.S. Dollar Equivalent of any amount of any Optional Currency), the aggregate outstanding amount of all Letters of Credit Outstanding (less the amount of any cash and/or Cash Equivalents previously paid to, and currently held by, the Administrative Agent as contemplated by this sentence) issued in currencies other than U.S. Dollars exceeds the Aggregate Multicurrency Letter of Credit Limit (as such amount may be increased as provided for in Sections 1.15(a) and 1.16(a)), the Parent Borrower shall pay, or cause one or more Borrowers for whose account Letters of Credit were issued to pay, to the Administrative Agent at the Payment Office on such date an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents to be held as security for all obligations of the respective Borrowers to the Lenders hereunder in a cash collateral account to be established by the Administrative Agent on terms reasonably satisfactory to the Administrative Agent. (d) If on any date prior to the Commitment Expiration Date and for any reason (including any fluctuations in the U.S. Dollar Equivalent of any amount of any Optional Currency), the aggregate outstanding amount of all Fronted Letters of Credit (less the amount of any cash and/or Cash Equivalents previously paid to, and currently held by, the Administrative Agent as contemplated by this sentence) issued in currencies other than U.S. Dollars exceeds the Fronted Letter of Credit Limit (as such amount may be increased as provided for in Sections 1.15(a) and 1.16(a)), the Parent Borrower shall pay, or cause one or more Borrowers for whose account Letters of Credit were issued to pay, to the Administrative Agent at the Payment Office on such date an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents to be held as security for all obligations of the respective Borrowers to the Lenders hereunder in a cash collateral account to be established by the Administrative Agent on terms reasonably satisfactory to the Administrative Agent. (e) If on any date, after giving effect to any prepayment of outstanding Revolving Loans pursuant to paragraph (a) above, the sum of the aggregate outstanding principal amount of Tranche 1 Revolving Loans incurred by any Borrower plus the Tranche 1 Letter of Credit Outstandings attributable to such Borrower exceeds the Borrowing Base ~~Amount and the Total Revolving Loan Commitment~~ of such Borrower at such time, ~~the~~ such Borrower shall ~~prepay on~~ within one Business Day of such ~~day~~ date repay the ~~principal of~~ outstanding Tranche 1 Revolving Loans incurred by it in an aggregate principal amount equal to such excess. If, after giving effect to the prepayment of all outstanding Tranche 1 Revolving ~~Loans~~Loans incurred by such Borrower, as set forth above, the ~~aggregate amount of the~~ Tranche 1 Letter of Credit Outstandings ~~exceeds the Total Revolving Loan Commitment at~~ applicable to such ~~time~~Borrower exceed such Borrower’s Borrowing Base, ~~the~~ such Borrower shall pay or deliver to the ~~Administrative~~ Collateral Agent ~~at the Payment Office on~~ within one Business Day of such ~~day~~ date an amount of cash and/or ~~Cash Equivalents~~ Eligible Securities (valued for this purpose based on the respective Advance Rate applicable thereto) in an aggregate amount equal to the amount of such ~~excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time)~~excess, with any such cash ~~and/or Cash Equivalents~~ or Eligible Securities to be held as additional security for all obligations of the respective Borrower ~~to the Issuing Lender and the Lenders~~ hereunder in ~~a cash collateral account to be established by~~ the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or Collateral Account applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding provisoBorrower. (f) ~~In addition~~ Notwithstanding anything to ~~any other mandatory prepayments pursuant to~~ the contrary contained elsewhere in this ~~Section 4.2~~Agreement, ~~on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower~~ all outstanding Revolving Loans shall be ~~first applied~~ repaid in full on ~~such date as a mandatory repayment of principal of outstanding Loans in accordance with~~ the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic SubsidiaryCommitment Expiration Date. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each ~~repayment~~ prepayment of Revolving Loans required by ~~this Section 4.2, so long as no Event of Default shall have occurred~~ Sections 4.02(a) and ~~be continuing~~(b), the respective Borrower may designate the Types of Revolving Loans of the respective Tranche which are to be ~~repaid and, in the case of Eurodollar Loans,~~ prepaid and the specific Borrowing or Borrowings of the respective Tranche pursuant to which such ~~Eurodollar~~ Revolving Loans were made, provided ~~that:~~ that (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; (ii) if any ~~repayment~~ prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than ~~the Minimum Borrowing Amount~~$1,000,000 for such Borrowing, then all Eurodollar Loans outstanding pursuant to such Borrowing shall be ~~automatically~~ immediately converted into a Borrowing of Base Rate ~~Loans;~~ Loans and (~~iii~~ii) each ~~repayment~~ prepayment of ~~any~~ Revolving Loans made pursuant to a the same Borrowing shall be applied pro rata among the Lenders which made such Revolving Loans. In the absence of a designation by the respective Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (ih) ~~In addition to~~ Notwithstanding the foregoing provisions of this Section 4.02, if at any ~~other~~ time the mandatory ~~repayments~~ repayment of Revolving Loans pursuant to ~~this~~ Section ~~4.2~~4.02(a), (b), (c), (d), (e) or (f) would result in any Borrower incurring breakage costs under Section 1.11 as a result of Eurodollar Loans being repaid other than on the last day of an Interest Period applicable thereto (any such Eurodollar Loans, “Affected Loans”), such Borrower may elect, by written notice to the Administrative Agent, to have the provisions of the following sentence be applicable so long as no Event of Default then exists. At the time any Affected Loans are otherwise required to be prepaid, such Borrower may elect to deposit 100% (or such lesser percentage elected by such Borrower as not being repaid) of the principal amounts that otherwise would have been paid in respect of the Affected Loans with the Administrative Agent to be held as security for the obligations of such Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Administrative Agent and shall provide for investments of such deposits as directed by such Borrower and satisfactory to the Administrative Agent, with such cash collateral to be released from such cash collateral account (and applied to repay the principal amount of such Eurodollar Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to such Eurodollar Loans (or such earlier date or dates as shall be requested by such Borrower), with the amount to be so released and applied on the last day of each Interest Period to be the amount of such Eurodollar Loans to which such Interest Period applies (or, if less, the amount remaining in such cash collateral account); provided that (i) ~~all then outstanding Revolving~~ interest in respect of such Affected Loans shall be continue to accrue thereon at the rate provided hereunder until such Affected Loans have been repaid in full ~~on the Revolving Loan Maturity Date~~ and (ii) ~~unless~~ at any time while an Event of Default has occurred and is continuing, the Required Lenders ~~otherwise agree~~ may direct the Administrative Agent (in ~~writing~~which case the Administrative Agent shall, and is hereby authorized by the Borrowers to, follow said directions) to apply any or all proceeds then ~~outstanding~~ on deposit in such collateral account to the payment of such Affected Loans. All risk of loss in respect of investments made as contemplated in this Section 4.02(h) shall be on the respective Borrower. Under no circumstances shall the Administrative Agent be liable or accountable to any Borrower or any other Person for any decrease in the value of the cash collateral account or for any loss resulting from the sale of any investment so made. Any funds remaining in the cash collateral account following the repayment of all Affected Loans shall be ~~repaid in full on~~ returned to the ~~date on which a Change~~ applicable Borrower. Fees and expenses related to the establishment of ~~Control occurs~~the cash collateral account shall be borne by the applicable Borrower and shall not exceed the Administrative Agent’s customary fees and expenses for the establishment of cash collateral accounts generally.

Appears in 1 contract

Samples: Credit Agreement (Endurance Specialty Holdings LTD)

Mandatory Repayments. ~~(a)~~ On the date of any ~~day on which the sum of (I) the aggregate outstanding principal amount of all~~ Revolving Loan Commitment reduction provided for in this Subsection 1.6, Borrower shall repay Revolving Loans ~~(after giving effect to all other repayments thereof on such date)~~ and ~~(II)~~ the ~~aggregate amount of all~~ Swingline Loans or reduce the Letter of Credit ~~Outstandings exceeds~~ Liability pursuant to Subsection 1.18 in an amount at least sufficient to reduce the ~~lesser of the Borrowing Base Amount and the Total Revolving Loan Commitment at such time, the Borrower shall prepay on such day the~~ aggregate principal balance of Revolving Loans ~~in an amount equal to such excess. If, after giving effect to~~ and the ~~prepayment of all~~ Swingline Loans then outstanding ~~Revolving Loans,~~ plus the ~~aggregate~~ amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal Liability then outstanding to the amount of ~~such excess (up to a maximum~~ the Revolving Loan Commitment as so reduced. If at any time the aggregate outstanding amount ~~equal to~~ of Revolving Loans and the Swingline Loans plus the amount of the Letter of Credit ~~Outstandings~~ Liability then outstanding exceeds the Revolving Loan Commitment, Borrower shall repay Revolving Loans and Swingline Loans or reduce the Letter of Credit Liability pursuant to Subsection 1.18 in an amount at ~~such time), such cash and/or Cash Equivalents~~ least sufficient to ~~be held as security for all obligations~~ reduce the aggregate principal balance of Revolving Loans and Swingline Loans then outstanding plus the amount of the ~~Borrower~~ Letter of Credit Liability then outstanding to the ~~Issuing Lender~~ amount of the Revolving Loan Commitment, and ~~the~~ until such repayment is made, Lenders ~~hereunder in a cash collateral account~~ shall not be obligated to ~~be established by the Administrative Agent. (b) In addition to~~ make any ~~other mandatory~~ Loans or issue any Letters of Credit. Any repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity Subsection 1.6(C) shall ~~first~~ be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with ~~the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans~~Subsection 1.8, and ~~fourth~~shall be accompanied by accrued interest on the amount repaid and any applicable Breakage Fees. If at any time the aggregate outstanding amount of the Swingline Loans outstanding exceeds the Swingline Loan Commitment, ~~with~~ Borrower shall repay Swingline Loans in an amount at least sufficient to reduce the ~~balance~~aggregate principal balance of Swingline Loans then outstanding to the amount of the Swingline Loan Commitment, ~~if any~~and until such repayment is made, ~~being retained by the Borrower~~ Administrative Agent shall not be obligated to make any Loans or ~~applicable Domestic Subsidiary. (c) In addition to~~ issue any ~~other mandatory~~ Letters of Credit. Any repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (fSubsection 1.6(C) shall be applied ~~pro rata to the Loans. (h) After an Event of Default shall have occurred~~ in accordance with Subsection 1.8, and ~~be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans)~~ shall be ~~repaid in its sole discretion. With respect to each repayment of Loans required~~ accompanied by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made accrued interest on the ~~last day of an Interest Period~~ amount repaid and any applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretionBreakage Fees. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 1 contract

Samples: Credit Agreement (Surewest Communications)

Mandatory Repayments. (a) On If on any ~~day on which~~ date prior to the Commitment Expiration Date, the sum of ~~(I)~~ the aggregate outstanding principal amount of ~~all~~ Tranche 1 Revolving Loans ~~(after giving effect to all other repayments thereof on such date) and (II)~~ plus the ~~aggregate amount of all~~ Tranche 1 Letter of Credit Outstandings exceeds the ~~lesser~~ Total Tranche 1 Commitment as then in effect, the Parent Borrower shall repay, or cause one or more of the Borrowers to whom Tranche 1 Revolving Loans were made and/or for whose account Tranche 1 Letters of Credit were issued to repay, on such day the outstanding Tranche 1 Revolving Loans in an aggregate principal amount equal to the amount by which the aggregate outstanding principal amount of Tranche 1 Revolving Loans plus the Tranche 1 Letter of Credit Outstandings exceeds the Total Tranche 1 Commitment as then in effect. If, after giving effect to the prepayment of all outstanding Tranche 1 Revolving Loans, as set forth above, the Tranche 1 Letter of Credit Outstandings exceeds the Total Tranche 1 Commitment, the Parent Borrower shall pay, or cause one or more Borrowers for whose account Tranche 1 Letters of Credit were issued to pay, to the Administrative Agent at the Payment Office on such date an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents to be held as security for all obligations of the respective Borrower to the Tranche 1 Lenders hereunder in the Collateral Account applicable to such Borrower. (b) If on any date prior to the Commitment Expiration Date, the sum of the aggregate outstanding principal amount of Tranche 2 Revolving Loans plus the Tranche 2 Letter of Credit Outstandings exceeds the Total Tranche 2 Commitment as then in effect, the Parent Borrower shall repay, or cause one or more Borrowers to whom Tranche 2 Revolving Loans were made and/or for whose account Tranche 2 Letters of Credit were issued to repay, on such day the outstanding Tranche 2 Revolving Loans in an aggregate principal amount equal to the amount by which the aggregate outstanding principal amount of Tranche 2 Revolving Loans plus the Tranche 2 Letter of Credit Outstandings exceeds the Total Tranche 2 Commitment as then in effect. If, after giving effect to the prepayment of all outstanding Tranche 2 Revolving Loans, as set forth above, the Tranche 2 Letter of Credit Outstandings exceeds the Total Tranche 2 Commitment, the Parent Borrower shall pay, or cause one or more Borrowers for whose account Tranche 2 Letters of Credit were issued to pay, to the Administrative Agent at the Payment Office on such date an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents to be held as security for all obligations of the respective Borrowers to the Tranche 2 Lenders hereunder in a cash collateral account to be established by the Administrative Agent on terms reasonably satisfactory to the Administrative Agent. Back to Contents (c) If on any date the aggregate outstanding principal amount of Tranche 3 Revolving Loans exceeds the Total Tranche 3 Commitment as then in effect, the Parent Borrower shall repay, or cause one or more Borrowers to whom Tranche 3 Revolving Loans were made to repay, on such day the outstanding Tranche 3 Revolving Loans in an aggregate principal amount equal to the amount by which the aggregate outstanding principal amount of Tranche 3 Revolving Loans exceeds the Total Tranche 3 Commitment as then in effect. (d) If on any date, after giving effect to any prepayment of outstanding Revolving Loans pursuant to paragraph (a) above, the sum of the aggregate outstanding principal amount of Tranche 1 Revolving Loans incurred by any Borrower plus the Tranche 1 Letter of Credit Outstandings attributable to such Borrower exceeds the Borrowing Base ~~Amount and the Total Revolving Loan Commitment~~ of such Borrower at such time, ~~the~~ such Borrower shall ~~prepay on~~ within one Business Day of such ~~day~~ date repay the ~~principal of~~ outstanding Tranche 1 Revolving Loans incurred by it in an aggregate principal amount equal to such excess. If, after giving effect to the prepayment of all outstanding Tranche 1 Revolving ~~Loans~~Loans incurred by such Borrower, as set forth above, the ~~aggregate amount of the~~ Tranche 1 Letter of Credit Outstandings ~~exceeds the Total Revolving Loan Commitment at~~ applicable to such ~~time~~Borrower exceed such Borrower’s Borrowing Base, ~~the~~ such Borrower shall pay or deliver to the ~~Administrative~~ Collateral Agent ~~at the Payment Office on~~ within one Business Day of such ~~day~~ date an amount of cash and/or ~~Cash Equivalents~~ Eligible Securities (valued for this purpose based on the respective Advance Rate applicable thereto) in an aggregate amount equal to the amount of such ~~excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time)~~excess, with any such cash ~~and/or Cash Equivalents~~ or Eligible Securities to be held as additional security for all obligations of the respective Borrower ~~to the Issuing Lender and the Lenders~~ hereunder in ~~a cash collateral account~~ the Collateral Account applicable to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) ~~In addition~~ Notwithstanding anything to ~~any other mandatory repayments pursuant to~~ the contrary contained elsewhere in this ~~Section 4.2~~Agreement, all outstanding Revolving Loans shall be repaid in full on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding provisoCommitment Expiration Date. (f) ~~In addition~~ With respect to ~~any other mandatory prepayments pursuant to this Section 4.2~~each prepayment of Revolving Loans required by Sections 4.02(a), on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g(b) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), ~~(d) and (e) to~~ the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the respective Borrower may designate the Types of Revolving Loans of the respective Tranche which are to be ~~repaid and, in the case of Eurodollar Loans,~~ prepaid and the specific Borrowing or Borrowings of the respective Tranche pursuant to which such ~~Eurodollar~~ Revolving Loans were made, provided ~~that:~~ that (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; (ii) if any ~~repayment~~ prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than ~~the Minimum Borrowing Amount~~$1,000,000 for such Borrowing, then all Eurodollar Loans outstanding pursuant to such Borrowing shall be ~~automatically~~ immediately converted into a Borrowing of Base Rate ~~Loans;~~ Loans and (~~iii~~ii) each ~~repayment~~ prepayment of ~~any~~ Revolving Loans made pursuant to a the same Borrowing shall be applied pro rata among the Lenders which made such Revolving Loans. In the absence of a designation by the respective Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (ig) ~~In addition to~~ Notwithstanding the foregoing provisions of this Section 4.02, if at any ~~other~~ time the mandatory ~~repayments~~ repayment of Revolving Loans pursuant to ~~this~~ Section ~~4.2~~4.02(a), (b), (c) or (d) would result in any Borrower incurring breakage costs under Section 1.11 as a result of Eurodollar Loans being repaid other than on the last day of an Interest Period applicable thereto Back to Contents (any such Eurodollar Loans, “Affected Loans”), such Borrower may elect, by written notice to the Administrative Agent, to have the provisions of the following sentence be applicable so long as no Event of Default then exists. At the time any Affected Loans are otherwise required to be prepaid, such Borrower may elect to deposit 100% (or such lesser percentage elected by such Borrower as not being repaid) of the principal amounts that otherwise would have been paid in respect of the Affected Loans with the Administrative Agent to be held as security for the obligations of such Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Administrative Agent and shall provide for investments of such deposits as directed by such Borrower and satisfactory to the Administrative Agent, with such cash collateral to be released from such cash collateral account (and applied to repay the principal amount of such Eurodollar Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to such Eurodollar Loans (or such earlier date or dates as shall be requested by such Borrower), with the amount to be so released and applied on the last day of each Interest Period to be the amount of such Eurodollar Loans to which such Interest Period applies (or, if less, the amount remaining in such cash collateral account); provided that (i) ~~all then outstanding Revolving~~ interest in respect of such Affected Loans shall be continue to accrue thereon at the rate provided hereunder until such Affected Loans have been repaid in full ~~on the Revolving Loan Maturity Date~~ and (ii) ~~unless~~ at any time while an Event of Default has occurred and is continuing, the Required Lenders ~~otherwise agree~~ may direct the Administrative Agent (in ~~writing~~which case the Administrative Agent shall, and is hereby authorized by the Borrowers to, follow said directions) to apply any or all proceeds then ~~outstanding~~ on deposit in such collateral account to the payment of such Affected Loans. All risk of loss in respect of investments made as contemplated in this Section 4.02(g) shall be on the respective Borrower. Under no circumstances shall the Administrative Agent be liable or accountable to any Borrower or any other Person for any decrease in the value of the cash collateral account or for any loss resulting from the sale of any investment so made. Any funds remaining in the cash collateral account following the repayment of all Affected Loans shall be ~~repaid in full on~~ returned to the ~~date on which a Change~~ applicable Borrower. Fees and expenses related to the establishment of ~~Control occurs~~the cash collateral account shall be borne by the applicable Borrower and shall not exceed the Administrative Agent’s customary fees and expenses for the establishment of cash collateral accounts generally.

Appears in 1 contract

Samples: Credit Agreement (Endurance Specialty Holdings LTD)

Mandatory Repayments. (a) ~~On any day on which the sum of~~ The Borrower hereby unconditionally promises to pay (Ii) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date) and (II) the aggregate amount of all Letter of Credit Outstandings exceeds the lesser of the Borrowing Base Amount and the Total Revolving Loan Commitment at such time, the Borrower shall prepay on such day the principal of Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at for the ~~Payment Office on such day an~~ account of each Lender the then unpaid principal amount of ~~cash and/or Cash Equivalents equal~~ each Loan on the Termination Date, and (ii) to the Administrative Agent the then unpaid amount of ~~such excess (up to a maximum amount equal to~~ each Protective Advance on the ~~Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations~~ earlier of the ~~Borrower to the Issuing Lender and the Lenders hereunder in~~ Termination Date and, if Protective Advances cannot be refinanced by a ~~cash collateral account to be established~~ Loan, upon demand by the Administrative Agent. (b) In ~~addition to any other mandatory repayments~~ the event and on such occasion that the Aggregate Exposure exceeds the lesser of (i) the Aggregate Commitment and (ii) the Borrowing Base, the Borrower shall prepay the Loans and L/C Exposure or cash collateralize the L/C Exposure pursuant to ~~this~~ Section ~~4.2~~2.2.9, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equityas applicable, ~~the Net Equity Proceeds~~ in ~~excess of $3,000,000 in the~~ an aggregate ~~during any fiscal year of the Borrower of~~ amount equal to such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiaryexcess. (c) ~~In addition to~~ At all times during any ~~other mandatory repayments pursuant to this Section 4.2~~Cash Dominion Trigger Period, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required LendersBusiness Day, the Administrative Agent shall apply all funds credited to the ~~same~~ Concentration Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available), first to prepay any Protective Advances that may be outstanding and second to prepay the Loans. Notwithstanding the foregoing, to the extent any funds credited to the Concentration Account constitute Net Available Cash, the application of such Net Available Cash shall be subject to Section 2.3(d). (d) If any Borrowing Base Party receives any Net Available Cash in respect of any Prepayment Event, then the Borrower shall either (i) within five (5) Business Days following its receipt of such Net Available Cash prepay the Obligations in an aggregate amount equal to the lesser of 100% of such Net Available Cash or the outstanding principal balance of the Loans, or (ii) if no Event of Default has occurred and is continuing and no Cash Dominion Trigger Period is then in existence, within five (5) Business Days after its receipt of such Net Available Cash, deliver to the Administrative Agent a certificate of an Authorized Officer to the effect that the Loan Parties intend to apply the Net Available Cash from such event (or a portion thereof specified in such ~~order~~certificate) within 365 days after receipt of such Net Available Cash to acquire equipment, inventory or other tangible assets to be used in the business of the Loan Parties, and that no Event of Default has occurred and is continuing. On the 366th day following receipt of such Net Available Cash, any unused Net Available Cash shall be used to reduce the outstanding principal balance of the Loans. All ~~repayments of Loans pursuant to~~ prepayments under this Section ~~4.2(b), (c), (d), (e) and (f~~2.3(d) shall be ~~applied pro rata to~~ made without a permanent reduction of the ~~Loans. (h) After~~ Aggregate Commitment. If an Event of Default or Cash Dominion Trigger Period is in effect and such Net Available Cash has not been applied to repay the Loans, then the Borrower shall deposit such Net Available Cash into the Concentration Account and, thereafter, such funds shall be made available to the applicable Loan Party as follows: (i) the Borrower shall request an release (specifying that the request is to use Net Available Cash pursuant to this Section 2.3(d)) from the Concentration Account be made in the amount needed; and (ii) so long as the conditions set forth in Section 4.2 have ~~occurred and be continuing~~been met, the Lenders shall make such Advance or the Administrative Agent shall ~~have~~ release funds from the ~~right~~ Concentration Account. (e) All such amounts pursuant to ~~designate which loans (Term Loans or Loans~~Section 2.3(d) shall be ~~repaid~~ applied, first to prepay any Protective Advances that may be outstanding, pro rata, and second to prepay the Loans without a corresponding reduction in ~~its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no~~ the Aggregate Commitments and only if an Event of Default ~~shall have~~ has occurred and be is continuing, to cash collateralize the ~~Borrower may designate the Types of Loans which are~~ L/C Exposure in accordance with Section 2.2.9. (f) Amounts to be ~~repaid and,~~ applied in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans connection with ~~Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; (ii) if any repayment of Eurodollar Loans~~ prepayments made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing Section 2.3 shall be applied ~~pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject~~ to the ~~above, make such designation~~ repayment of the Loans in ~~its sole discretion. (i) In addition to~~ accordance with Section 2.11. The application of any ~~other mandatory repayments~~ repayment pursuant to ~~this~~ Section ~~4.2, (i) all then outstanding Revolving Loans~~ 2.11 shall be ~~repaid in full~~ made, first, to Floating Rate Advances and, second, to Eurodollar Advances. Each repayment of the Loans under Section 2.3 shall be accompanied by accrued interest to the date of such repayment on the ~~Revolving Loan Maturity Date~~ amount prepaid and ~~(ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs~~any amounts owing pursuant to Section 3.3.

Appears in 1 contract

Samples: Credit Agreement (Superior Energy Services Inc)

Mandatory Repayments. (a) On any day on which the sum of (I) the -------------------- aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (IIIII) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans) exceeds ~~the lesser of the Borrowing Base Amount and~~ the Total Revolving Loan Commitment at such time, the Borrower shall prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Lender and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) On any day on which the aggregate amount of all Letter of Credit Outstandings exceeds $30,000,000, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Lender and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (c) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, on each date on or after the ~~Initial Borrowing~~ Effective Date upon which ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its ~~equity~~equity (other than cash proceeds received (i) as part of the Equity Financing, (ii) from the issuance by Holdings of shares of its common stock (including as a result of the exercise of any options, warrants or rights with respect thereto), or options, warrants or rights to purchase shares of its common stock, to, and/or capital contributions from, any of the officers, directors and employees of Holdings or any of its Subsidiaries and (iii) from equity contributions to any Subsidiary of Holdings to the extent made by Holdings or another Subsidiary of Holdings (except to the extent that an equity contribution to the Borrower by Holdings was made with the proceeds of a capital contribution to or a sale or issuance of equity by Holdings that otherwise is required to be applied as provided in this Section 4.02(c) in the absence of this clause (iii)), an amount equal to 100% of the Net Equity Proceeds ~~in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower~~ of such capital contribution or sale or issuance of equity shall ~~first~~ be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of ~~Sections 4.2(g) and (h~~Section 4.02(e); provided, ~~third~~however, ~~any remainder to any outstanding Term Loans, and fourth, with~~ the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted Net Equity Proceeds -------- ------- shall not be required to be ~~incurred~~ so applied on any such date so long as no Specified Default or Event of Default then exists and either (x) such Net Equity Proceeds are concurrently being used to finance a Permitted Acquisition and/or an Investment pursuant to Section ~~9.4 as in effect~~ 9.05(xiv) or (xv) or (y) the Total Leverage Ratio on ~~the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on~~ any such date ~~as a mandatory repayment~~ (determined before giving effect to any prepayment of ~~principal of outstanding Term~~ Loans ~~(as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of~~ utilizing such Net ~~Debt~~ Equity Proceeds~~), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g~~) ~~and (h), third, any remainder~~ is less than or equal to ~~any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~5.00:1.00. (d) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, on each date on or after the ~~Initial Borrowing~~ Effective Date upon which the Borrower ~~or any of its Domestic Subsidiaries~~ receives any cash proceeds from ~~any Asset Sale~~the issuance of Permitted Subordinated Notes, an amount equal to 100% of the Net ~~Sale~~ Debt Proceeds ~~therefrom~~ from such issuance shall ~~first~~ be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of ~~Sections 4.2(g) and (h~~Section 4.02(e)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~; provided, however, ~~that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower,~~ the Net ~~Sale~~ Debt Proceeds ~~therefrom~~ from the issuance of any Permitted -------- ------- Subordinated Notes shall not be required to be so applied on any such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Specified Default or Event of Default then exists and such Net ~~Recovery Event~~ Debt Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be are concurrently being used to ~~replace~~ finance a Permitted Acquisition or ~~restore~~ to refinance any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding provisothen outstanding Permitted Subordinated Notes. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Revolving Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~4.02, the Borrower may designate the Types of Revolving Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) -------- repayments of Eurodollar Loans pursuant to this Section ~~4.2~~ 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; (ii) if any repayment of Eurodollar Revolving Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing ~~Amount~~Amount applicable thereto, such Borrowing shall be automatically converted into a Borrowing of 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. In the absence of a designation by the --- ---- Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. . Notwithstanding the foregoing provisions of this Section 4.02(e), if at any time a mandatory prepayment of Revolving Loans pursuant to Section 4.02(c) and (id) ~~In addition~~ would result, after giving effect to the procedures set forth above, in the Borrower incurring breakage costs under Section 1.11 as a result of Eurodollar Loans being prepaid other than on the last day of an Interest Period applicable thereto (the "Affected Eurodollar Loans"), then the Borrower may, so long as no Specified Default or Event of Default then exists, in its sole discretion initially deposit a portion (up to 100%) of the amounts 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 Affected Eurodollar Loans not immediately prepaid) to be held as security for the obligations of the Borrower hereunder 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 Revolving Loans that are Affected Eurodollar Loans (or such earlier date or dates as shall be requested by the Borrower), to repay an aggregate principal amount of such Revolving Loans equal to the Affected Eurodollar Loans not initially repaid pursuant to this sentence. Notwithstanding anything to the contrary contained in the immediately preceding sentence, all amounts deposited as cash collateral pursuant to the immediately preceding sentence shall be held for the sole benefit of the Lenders whose Revolving Loans would otherwise have been immediately repaid with the amounts deposited and upon the taking of any ~~other mandatory repayments~~ action by the Administrative Agent or the Lenders pursuant to the remedial provisions of Section 10, any amounts held as cash collateral pursuant to this Section ~~4.2~~4.02(e) shall, subject to the requirements of applicable law, be immediately applied to the Revolving Loans. (f) Notwithstanding anything to the contrary contained in this Agreement or in any other Credit Document, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity ~~Date~~ Date, and (ii) ~~unless the Required Lenders otherwise agree in writing,~~ all then outstanding Swingline Loans shall be repaid in ~~full~~ dull on the ~~date on which a Change of Control occurs~~Swingline Expiry Date.

Appears in 1 contract

Samples: Credit Agreement (Nm Licensing LLC)

Mandatory Repayments. ~~(a)~~ On the date of any ~~day on which the sum of (I) the aggregate outstanding principal amount of all~~ Revolving Loan Commitment reduction provided for in this Subsection 1.6, Borrower shall repay Revolving Loans ~~(after giving effect to all other repayments thereof on such date)~~ and ~~(II)~~ the ~~aggregate amount of all~~ Swingline Loans or reduce the Letter of Credit ~~Outstandings exceeds~~ Liability pursuant to Subsection 1.15 in an amount at least sufficient to reduce the ~~lesser of the Borrowing Base Amount and the Total Revolving Loan Commitment at such time, the Borrower shall prepay on such day the~~ aggregate principal balance of Revolving Loans ~~in an amount equal to such excess. If, after giving effect to~~ and the ~~prepayment of all~~ Swingline Loans then outstanding ~~Revolving Loans,~~ plus the ~~aggregate~~ amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal Liability then outstanding to the amount of ~~such excess (up to a maximum~~ the Revolving Loan Commitment as so reduced. If at any time the aggregate outstanding amount ~~equal to~~ of Revolving Loans and the Swingline Loans plus the amount of the Letter of Credit ~~Outstandings~~ Liability then outstanding exceeds the Revolving Loan Commitment, Borrower shall repay Revolving Loans and Swingline Loans or reduce the Letter of Credit Liability pursuant to Subsection 1.15 in an amount at ~~such time), such cash and/or Cash Equivalents~~ least sufficient to ~~be held as security for all obligations~~ reduce the aggregate principal balance of Revolving Loans and Swingline Loans then outstanding plus the amount of the ~~Borrower~~ Letter of Credit Liability then outstanding to the ~~Issuing Lender~~ amount of the Revolving Loan Commitment, and ~~the Lenders hereunder in a cash collateral account~~ until such repayment is made, CoBank shall not be obligated to ~~be established by the Administrative Agent. (b) In addition to~~ make any ~~other mandatory~~ Loans or issue any Letters of Credit. Any repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity Subsection 1.6(C) shall ~~first~~ be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with ~~the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans~~Subsection 1.8, and ~~fourth~~shall be accompanied by accrued interest on the amount repaid and any applicable Breakage Fees. If at any time the aggregate outstanding amount of the Swingline Loans outstanding exceeds the Swingline Loan Commitment, ~~with~~ Borrower shall repay Swingline Loans in an amount at least sufficient to reduce the ~~balance~~aggregate principal balance of Swingline Loans then outstanding to the amount of the Swingline Loan Commitment, ~~if any~~and until such repayment is made, ~~being retained by the Borrower~~ CoBank shall not be obligated to make any Loans or ~~applicable Domestic Subsidiary. (c) In addition to~~ issue any ~~other mandatory~~ Letters of Credit. Any repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (fSubsection 1.6(C) shall be applied ~~pro rata to the Loans. (h) After an Event of Default shall have occurred~~ in accordance with Subsection 1.8, and ~~be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans)~~ shall be ~~repaid in its sole discretion. With respect to each repayment of Loans required~~ accompanied by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made accrued interest on the ~~last day of an Interest Period~~ amount repaid and any applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretionBreakage Fees. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 1 contract

Samples: Credit Agreement (Surewest Communications)

Appears in 1 contract

Samples: Credit Agreement (Endurance Specialty Holdings LTD)

Mandatory Repayments. (a) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (IIIII) the aggregate amount of all Letter of Credit Outstandings exceeds ~~the lesser of the Borrowing Base Amount and~~ the Total Revolving Loan Commitment at such time, the Borrower shall prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all ~~obligations~~ Obligations of the Borrower to the Issuing ~~Lender~~ Lenders and the Lenders hereunder in a cash collateral account to be established and controlled by the Administrative Agent. (b) (i) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, on each date ~~on or after the~~ set forth below (each, a “Scheduled Initial ~~Borrowing Date upon which~~ Term Loan Repayment Date”), the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall ~~first~~ be ~~applied on such date as a mandatory repayment of~~ required to repay that principal ~~of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum~~ amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Initial Term Loans, ~~and fourth~~to the extent then outstanding, as is set forth opposite each such date below (each such repayment, as the same may be (x) reduced as provided in Section 4.01(a), 4.01(b) or 4.02(g) or (y) increased as provided in Section 1.14(c), a “Scheduled Initial Term Loan Repayment”): Scheduled Initial Term Loan Repayment Date Amount The last Business Day of the Borrower’s fiscal quarter ending June 30, 2007 $ 462,500 The last Business Day of the Borrower’s fiscal quarter ending September 30, 2007 $ 462,500 The last Business Day of the Borrower’s fiscal quarter ending December 31, 2007 $ 462,500 The last Business Day of the Borrower’s fiscal quarter ending March 31, 2008 $ 462,500 The last Business Day of the Borrower’s fiscal quarter ending June 30, 2008 $ 462,500 Scheduled Initial Term Loan Repayment Date Amount The last Business Day of the Borrower’s fiscal quarter ending September 30, 2008 $ 462,500 The last Business Day of the Borrower’s fiscal quarter ending December 31, 2008 $ 462,500 The last Business Day of the Borrower’s fiscal quarter ending March 31, 2009 $ 462,500 The last Business Day of the Borrower’s fiscal quarter ending June 30, 2009 $ 462,500 The last Business Day of the Borrower’s fiscal quarter ending September 30, 2009 $ 462,500 The last Business Day of the Borrower’s fiscal quarter ending December 31, 2009 $ 462,500 The last Business Day of the Borrower’s fiscal quarter ending March 31, 2010 $ 462,500 The last Business Day of the Borrower’s fiscal quarter ending June 30, 2010 $ 462,500 The last Business Day of the Borrower’s fiscal quarter ending September 30, 2010 $ 462,500 The last Business Day of the Borrower’s fiscal quarter ending December 31, 2010 $ 462,500 The last Business Day of the Borrower’s fiscal quarter ending March 31, 2011 $ 462,500 The last Business Day of the Borrower’s fiscal quarter ending June 30, 2011 $ 462,500 The last Business Day of the Borrower’s fiscal quarter ending September 30, 2011 $ 462,500 The last Business Day of the Borrower’s fiscal quarter ending December 31, 2011 $ 462,500 The last Business Day of the Borrower’s fiscal quarter ending March 31, 2012 $ 462,500 Scheduled Initial Term Loan Repayment Date Amount The last Business Day of the Borrower’s fiscal quarter ending June 30, 2012 $ 462,500 The last Business Day of the Borrower’s fiscal quarter ending September 30, 2012 $ 462,500 The last Business Day of the Borrower’s fiscal quarter ending December 31, 2012 $ 462,500 The last Business Day of the Borrower’s fiscal quarter ending March 31, 2013 $ 462,500 The last Business Day of the Borrower’s fiscal quarter ending June 30, 2013 $ 462,500 The last Business Day of the Borrower’s fiscal quarter ending September 30, 2013 $ 462,500 The last Business Day of the Borrower’s fiscal quarter ending December 31, 2013 $ 462,500 Initial Term Loan Maturity Date $ 172,512,500 (ii) In addition to any other mandatory repayments pursuant to this Section 4.02, the Borrower shall be required to make, with respect to each Tranche of Incremental Term Loans, to the ~~balance~~extent then outstanding, ~~if any~~scheduled amortization payments of such Tranche of Incremental Term Loans on the dates and in the principal amounts set forth in the respective Incremental Term Loan Commitment Agreement (each such date, ~~being retained by~~ a “Scheduled Incremental Term Loan Repayment Date”, and each such repayment, as the ~~Borrower~~ same may be (x) reduced as provided in Section 4.01(a), 4.01(b) or ~~applicable Domestic Subsidiary~~4.02(g) or (y) increased as provided in Section 1.14(c), a “Scheduled Incremental Term Loan Repayment”). (c) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, on each date on or after the Initial Borrowing Date upon which ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any issuance or incurrence by ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section ~~9.4~~ 9.04 as in effect on the Effective Date), an amount equal to 100% of the Net Debt Proceeds of the respective incurrence of Indebtedness shall ~~first~~ be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~4.02(g) and (h)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~. (d) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, on each date on or after the Initial Borrowing Date upon which ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any Asset Sale, an amount equal to 100% of the Net Sale Proceeds therefrom shall ~~first~~ be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~4.02(g) and (h)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~; provided, however, that with respect to no more than $~~500,000~~ 25,000,000 in the aggregate of ~~cash proceeds from Asset Sales~~ such Net Sale Proceeds received by Holdings or its Subsidiaries in any fiscal year of ~~the Borrower~~Holdings, ~~the~~ such Net Sale Proceeds ~~therefrom~~ shall not be required to be so applied on such date so long as no Default ~~and no~~ or Event of Default then ~~exits~~ exists and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section ~~9.15~~ 9.11 within 90 359 days following the date of such Asset Sale, ; and provided further, however, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section ~~4.2(d~~4.02(d) are not so reinvested within such 90359-day period (or such earlier date, if any, as ~~the Borrower~~ Holdings or the relevant ~~Domestic~~ Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section ~~4.2(d~~4.02(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, on each Excess Cash Flow Payment Date, an amount equal to remainder (if positive) of (A) the Applicable Excess Cash Flow Repayment Percentage of the Excess Cash Flow for the related Excess Cash Flow Payment Period minus (B) the aggregate amount of principal repayments of Loans to the extent (and only to the extent) that such repayments were made as a voluntary prepayment pursuant to Section 4.01 with internally generated funds (but in a case of a voluntary prepayment of Revolving Loans or Swingline Loans, only to the extent accompanied by a voluntary reduction to the Total Revolving Loan Commitment in an amount equal to such prepayment) during the relevant Excess Cash Flow Payment Period, shall be applied as a mandatory repayment in accordance with the requirements of Sections 4.02(g) and (h). (f) In addition to any other mandatory repayments pursuant to this Section 4.02, within 30 days following each date on or after the Initial Borrowing Date upon which ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any Recovery ~~Event~~Event (other than Recovery Events where the Net Recovery Event Proceeds therefrom do not exceed $100,000), an amount equal to 100% of the Net Recovery Event Proceeds from such Recovery Event shall ~~first~~ be applied within such 30 day period as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections ~~4.2(g~~4.02(g) and (h)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~; provided, ~~however~~however that, ~~that~~ so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $~~1,000,000 in the aggregate in any fiscal year of the Borrower~~ 15,000,000, such Net Recovery Event Proceeds shall not be required to be so applied on within such ~~date~~ 30 day period to the extent that ~~the Borrower~~ Holdings has delivered a certificate to the Administrative Agent within such 30-day period stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that (i) if the amount of such Net Recovery Event Proceeds exceeds $15,000,000, then the entire amount of such Net Recovery Event Proceeds and not just the portion in excess of $15,000,000 shall be applied as provided above in this Section 4.02(f) without regard to the immediately preceding proviso and (ii) if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as ~~the Borrower~~ Holdings or the relevant ~~Domestic~~ Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section ~~4.2(e~~4.02(f) without regard to the immediately preceding proviso. (fg) ~~In addition~~ Each amount required to ~~any other mandatory prepayments~~ be applied pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c4.02(c), (d), (e) and (f) in accordance with this Section 4.02(g) shall be applied to repay the outstanding principal amount of Term Loans and shall be allocated among each Tranche of outstanding Term Loans on a pro rata basis, with each Tranche of Term Loans to be allocated its Term Loan Percentage of the ~~Loans~~amount of the respective repayment. The amount of each principal repayment of each Tranche of Term Loans made as required by Sections 4.02(c), 4.02(d), 4.02(e) and 4.02(f) shall be applied to reduce the then remaining Scheduled Term Loan Repayments on a pro rata basis (based upon the then remaining principal amounts of such Scheduled Term Loan Repayments of such Tranche of Term Loans after giving effect to all prior reductions thereto). (h) ~~After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion.~~ With respect to each repayment of Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~4.02, the Borrower may designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section ~~4.2~~ 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans of the respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respective Tranche have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing ~~Amount~~Amount applicable thereto, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole ~~discretion~~discretion with a view, but not an obligation, to minimize breakage cost owing under Section 1.11. (i) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, (i) notwithstanding anything to the contrary contained herein, all then outstanding ~~Revolving~~ Loans of a respective Tranche shall be repaid in full on the ~~Revolving Loan~~ respective Maturity Date for such Tranche of Loans, and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 1 contract

Samples: Credit Agreement (Town Sports International Holdings Inc)

Mandatory Repayments. (a) (i) On any day on which the sum of ~~(I)~~ the aggregate outstanding principal amount of ~~all~~ Revolving Loans ~~(after giving effect to all other repayments thereof on such date) and (II)~~ made by Non-Defaulting Banks plus the aggregate outstanding principal amount of ~~all~~ Swingline Loans plus the amount of the Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Adjusted Total Revolving Loan Commitment ~~at such time~~as then in effect, ~~the Borrower~~ there shall ~~prepay~~ be required to be repaid on such ~~day the~~ date that principal amount of Swingline Loans and, after all Swingline Loans have been repaid in full (or if no Swingline Loans are then outstanding), Revolving Loans of Non-Defaulting Banks in an amount equal to such excess. If, after giving effect to the ~~prepayment~~ repayment of all outstanding Swingline Loans and Revolving ~~Loans~~Loans of Non-Defaulting Banks, the aggregate amount of the Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment ~~at such time~~as then in effect, the ~~Borrower~~ Company shall pay to the Administrative Agent at the Payment Office on such ~~day~~ date an amount of cash ~~and/or Cash Equivalents~~ or cash equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash ~~and/or Cash Equivalents~~ or cash equivalents to be held as security for all obligations of the ~~Borrower~~ Borrowers to ~~the Issuing Lender and the Lenders~~ Non-Defaulting Banks hereunder in a cash collateral account to be established by the Administrative Agent. (bii) ~~In addition~~ On any day on which the sum of the aggregate outstanding principal amount of Revolving Loans and Swingline Loans made to any ~~other mandatory repayments pursuant to this Section 4.2~~Subsidiary Borrower and the amount of the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of such Subsidiary Borrower exceeds such Subsidiary Borrower's Sub-Limit, ~~on each date on or after the Initial Borrowing Date upon which the~~ such Subsidiary Borrower ~~or any~~ shall repay principal of its ~~Domestic Subsidiaries receives any cash proceeds from any capital contribution~~ Swingline Loans and, after such Swingline Loans have been repaid in full (or ~~any sale or issuance~~ if no Swingline Loans are then outstanding), its Revolving Loans in an amount equal to such excess. If, after giving effect to the repayment of all of its ~~equity~~outstanding Swingline Loans and Revolving Loans, the ~~Net Equity Proceeds in excess~~ aggregate amount of ~~$3,000,000 in~~ its Letter of Credit Outstandings exceeds such Subsidiary Borrower's Sub-Limit, such Subsidiary Borrower shall pay to the ~~aggregate during any fiscal year of~~ Administrative Agent at the ~~Borrower of such capital contribution or sale or issuance of equity shall first be applied~~ Payment Office on such date ~~as a mandatory repayment~~ an amount of ~~principal~~ cash or cash equivalents equal to the amount of ~~outstanding Term Loans (as defined in the First Horizon International Financing documents)~~ such excess (up to a maximum amount equal to its Letter of ~~50%~~ Credit Outstandings at such time), such cash or cash equivalents to be held as security for all obligations of such ~~Net Equity Proceeds), second, any remainder as~~ Subsidiary Borrower hereunder in a ~~mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder~~ cash collateral account to ~~any outstanding Term Loans, and fourth, with the balance, if any, being retained~~ be established by the ~~Borrower or applicable Domestic Subsidiary~~Administrative Agent. (ciii) ~~In addition to~~ On any ~~other mandatory repayments pursuant to this Section 4.2,~~ day on ~~each date on or after the Initial Borrowing Date upon~~ which the ~~Borrower or~~ aggregate outstanding principal amount of Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan Commitment of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date)such Defaulting Bank, the ~~Net Debt Proceeds of the respective incurrence of Indebtedness~~ Borrowers shall ~~first be applied on such date as a mandatory repayment of~~ repay principal of ~~outstanding Term~~ Revolving Loans ~~(as defined in the First Horizon International Financing documents) (up to a maximum amount of 50%~~ of such ~~Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans~~ Defaulting Bank in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to ~~75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on~~ such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiaryexcess. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 1 contract

Samples: Credit Agreement (Harrahs Entertainment Inc)

Mandatory Repayments. (ai) On any day on which the sum of ~~(I)~~ the aggregate outstanding principal amount of ~~all~~ the Basic Revolving Loans, BRL Competitive Bid Loans ~~(after giving effect to all other repayments thereof on such date)~~ and ~~(II)~~ the ~~aggregate amount of all~~ Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total Basic Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall prepay on such ~~day~~ date the principal of Basic Revolving Loans of the Banks in an amount equal to such excess. If, after giving effect to the prepayment of all ~~outstanding~~ Basic Revolving ~~Loans~~Loans of Banks, the aggregate amount of the BRL Competitive Bid Loans and the Letter of Credit Outstandings exceeds the Total Basic Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such ~~day~~ date an amount of cash ~~and/or Cash Equivalents~~ or cash equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash ~~and/or Cash Equivalents~~ or cash equivalents to be held as security for all obligations of the Borrower to Banks hereunder in connection with such Letter of Credit Outstandings in a cash collateral account to be established by the ~~Issuing Lender~~ Administrative Agent. If, after giving effect to the prepayment of all Basic Revolving Loans of Banks and the ~~Lenders hereunder~~ cash collateralization of all Letter of Credit Outstandings as set forth above, the remaining aggregate principal amount of BRL Competitive Bid Loans exceeds the Total Basic Revolving Loan Commitment as then in effect, the Borrower shall repay on such date the principal of BRL Competitive Bid Loans having a Voluntary Prepayment Right in an aggregate amount equal to such excess (up to a maximum amount equal to the principal of BRL Competitive Bid Loans having a Voluntary Prepayment Right outstanding at such time), PRO RATA among such BRL Competitive Bid Loans outstanding at such time. If, after giving effect to the prepayment referred to in the immediately preceding sentence, the remaining aggregate principal amount of BRL Competitive Bid Loans exceeds the Total Basic Revolving Loan Commitment as then in effect, the Borrower shall repay on such date the principal of such BRL Competitive Bid Loans in an aggregate amount equal to such excess, PRO RATA among such BRL Competitive Bid Loans outstanding at such time, provided that no BRL Competitive Bid Loan shall be prepaid pursuant to this sentence unless the Bank that made same consents to such prepayment, PROVIDED FURTHER, that to the extent any Bank does not consent to the repayment of a BRL Competitive Bid Loan the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount of cash or cash equivalents equal to the amount of such BRL Competitive Bid Loan, such cash or cash equivalents to be held as security for all obligations of the Borrower in respect of such BRL Competitive Bid Loan in a cash collateral account to be established by the Administrative Agent. (bii) On any day on which the sum of the aggregate outstanding principal amount of the Supplemental Revolving Loans and SRL Competitive Bid Loans exceeds the Total Supplemental Revolving Loan Commitment as then in effect, the Borrower shall prepay on such date the principal of Supplemental Revolving Loans of the Banks in an amount equal to such excess. If, after giving effect to the prepayment of all Supplemental Revolving Loans of Banks, the remaining aggregate principal amount of all SRL Competitive Bid Loans exceeds the Total Supplemental Revolving Loan Commitment as then in effect, the Borrower shall repay on such date the principal of SRL Competitive Bid Loans having a Voluntary Prepayment Right in an aggregate amount equal to such excess (up to a maximum amount equal to the principal of SRL Competitive Bid Loans having a Voluntary Prepayment Right outstanding at such time), PRO RATA among such SRL Competitive Bid Loans outstanding at such time. If, after giving effect to the prepayment referred to in the immediately preceding sentence, the remaining aggregate principal amount of SRL Competitive Bid Loans exceeds the Total Supplemental Revolving Loan Commitment as then in effect, the Borrower shall repay on such date the principal of such SRL Competitive Bid Loans in an aggregate amount equal to such excess, PRO RATA among such SRL Competitive Bid Loans outstanding at such time, provided that no SRL Competitive Bid Loan shall be prepaid pursuant to this sentence unless the Bank that made same consents to such prepayment, PROVIDED FURTHER, that to the extent any Bank does not consent to the repayment of an SRL Competitive Bid Loan the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount of cash or cash equivalents equal to the amount of such SRL Competitive Bid Loan, such cash or cash equivalents to be held as security for all obligations of the Borrower in respect of such SRL Competitive Bid Loan in a cash collateral account to be established by the Administrative Agent. (i) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, on each date ~~on or after the Initial Borrowing Date upon which~~ set forth below, the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall ~~first~~ be ~~applied on such date as a mandatory repayment of~~ required to repay that principal ~~of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum~~ amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, ~~and fourth~~to the extent then outstanding, ~~with~~ as is set forth opposite such date (each such repayment, as the ~~balance~~same may be reduced as provided in Section 4.01(b) or Section 4.02(e), a "Scheduled Repayment"): -27- Scheduled Repayment Date Amount ------------------------ ------ April 15, 2001 $50,000,000 January 15, 2002 $50,000,000 Term Loan Maturity Date $50,000,000 (ii) In addition to any other mandatory repayments pursuant to this Section 4.02, on the Supplemental Term Loan Maturity Date, the Borrower shall be required to repay the aggregate principal amount of all Supplemental Term Loans, if any, ~~being retained by the Borrower or applicable Domestic Subsidiary~~then outstanding. (c) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, on each date ~~on or~~ after the ~~Initial Borrowing~~ Restatement Effective Date upon which ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries receives any ~~cash~~ proceeds from any ~~issuance or~~ incurrence by ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries of Indebtedness ~~for borrowed money (other than Indebtedness for borrowed money permitted~~ required to be ~~incurred~~ applied pursuant to this Section ~~9.4 as~~ in ~~effect on the Effective Date~~accordance with Section 8.06(d) or 8.06(e), an amount equal to the ~~Net Debt Proceeds of~~ amount required by Section 8.06(d) or 8.06(e), as the ~~respective incurrence of Indebtedness~~ case may be, shall ~~first~~ be applied ~~on such date~~ as a mandatory repayment of principal of outstanding Term Loans and Supplemental Term Loans (~~as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of~~ such ~~Net Debt Proceeds), second, any remainder as a~~ mandatory repayment ~~of principal of outstanding Loans~~ to be applied on a PRO RATA basis among such Tranches based on the then applicable TL Facility Percentage and STL Facility Percentage) in accordance with the requirements of Sections ~~4.2(g~~4.02(e) and (hf)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~. (d) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, on each date ~~on or~~ after the ~~Initial Borrowing~~ Restatement Effective Date upon which ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries receives ~~any cash~~ proceeds from any ~~Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment~~ sale of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be assets required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~in accordance with Section 8.03, on an amount equal to the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event amount required by Section 8.03 shall ~~first~~ be applied as a mandatory repayment of principal of outstanding Term Loans and Supplemental Term Loans (~~as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of~~ such ~~Net Recovery Event Proceeds), second, any remainder as a~~ mandatory repayment ~~of principal of outstanding Loans~~ to be applied on a PRO RATA basis among such Tranches based on the then applicable TL Facility Percentage and STL Facility Percentage) in accordance with the requirements of Sections ~~4.2(g~~4.02(e) and (hf)~~, third, any remainder~~ . (e) Each amount applied to ~~any outstanding~~ repay Term ~~Loans,~~ Loans pursuant to Section 4.01(a) and ~~fourth, with~~ Sections 4.02(c) and (d) shall be applied to reduce the ~~balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default~~ then ~~exists and such Net Recovery Event Proceeds do not exceed $1,000,000~~ remaining Scheduled Repayments (x) in the ~~aggregate in any fiscal year~~ chronological order of ~~the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date~~ maturity with respect to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of Scheduled Repayments which ~~such Net Recovery Event Proceeds were paid~~ mature within ~~180 days~~ twelve months following the date of ~~the receipt of~~ such ~~Net Recovery Event Proceeds~~ repayment and (y) PRO RATA with respect to Scheduled Repayments which ~~certificate shall set forth the estimates of the Net Recovery Event Proceeds~~ mature thereafter, each such application to be ~~so expended); and provided further, that if~~ based upon the then remaining amount of Scheduled Repayments after giving effect to all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding provisoprior reductions thereto. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~4.02, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which ~~such Eurodollar Loans were~~ made, ~~provided~~ PROVIDED that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than ~~the Minimum Borrowing Amount~~$10,000,000, such Borrowing shall be ~~automatically~~ converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (~~iii~~ii) each repayment of any Loans made pursuant to a Borrowing shall be applied ~~pro rata~~ PRO RATA among the Banks making such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 1 contract

Samples: Credit Agreement (Northwest Airlines Corp)

Mandatory Repayments. (a) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date) and (II) the aggregate amount of all Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total Revolving Loan Commitment at such time, the ~~Borrower~~ Borrowers (on a joint and several basis) shall ~~prepay~~ repay on such ~~day~~ date the principal of Revolving Loans in an amount equal to such excess. If, after giving effect to the ~~prepayment~~ repayment of all outstanding Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the ~~Borrower~~ Borrowers (on a joint and several basis) shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the ~~Borrower~~ Borrowers to the Issuing ~~Lender~~ Lenders and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, on ~~each~~ the date ~~on or after the Initial Borrowing Date upon which the Borrower or~~ of any ~~of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity~~Collateral Disposition involving a Collateral Vessel, the ~~Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year~~ Borrowers (on a joint and several basis) shall be required to repay a percentage (expressed as a fraction), of the ~~Borrower~~ then outstanding aggregate principal amount of ~~such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans~~ Revolving Loans, equal to (x) the appraised value (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans determined in accordance with the ~~requirements of Sections 4.2(g) and~~ most recent appraisal report delivered to the Administrative Agent (~~h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained~~ or obtained by the ~~Borrower or applicable Domestic Subsidiary. (c~~Administrative Agent) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section ~~9.4 as in effect on the Effective Date~~8.01(c)~~, the Net Debt Proceeds~~ ) of the ~~respective incurrence~~ Collateral Vessel or Collateral Vessels which is/are the subject of ~~Indebtedness shall first be applied on~~ such ~~date as a mandatory repayment of principal of outstanding Term Loans~~ Collateral Disposition divided by (y) the Aggregate Collateral Vessel Value (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans determined in accordance with the ~~requirements of Sections 4.2(g~~most recent appraisal report delivered to the Administrative Agent (or obtained by the Administrative Agent) ~~and (h~~pursuant to Section 8.01(c) before giving effect to such Collateral Disposition), ~~third~~provided that, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as ~~no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets~~ (~~other than working capital~~w) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then ~~exists and such Net Recovery Event Proceeds do not exceed $1,000,000~~ exists, (x) the appraised value (as determined in accordance with the ~~aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has~~ most recent appraisal report delivered ~~a certificate~~ to the Administrative Agent ~~stating that such Net Recovery Event Proceeds shall be used to replace~~ (or ~~restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following~~ obtained by the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied Administrative Agent) pursuant to ~~the preceding proviso are not so used within 180 days after the date~~ Section 8.01(c)) of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition any Collateral Vessel which is subject to any ~~other mandatory prepayments pursuant to this Section 4.2~~Collateral Disposition does not exceed $3,000,000, ~~on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of~~ (y) the ~~Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date~~ appraised value (as ~~a mandatory repayment of principal of outstanding Loans~~ determined in accordance with the ~~requirements~~ most recent appraisal report delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 8.01(c)) of ~~Sections 4.2(g)~~ all Collateral Vessels which are subject to all such Collateral Dispositions after the Effective Date does not exceed $10,000,000 in the aggregate, and (h)z) the appraised value (as determined in accordance with the most recent appraisal report delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 8.01(c) prior to the respective Collateral Disposition) of the remaining Collateral Vessels (after giving effect to such Collateral Disposition) is an amount greater than or equal to 250% of the Total Revolving Loan Commitment immediately after giving effect to such Collateral Disposition, ~~second, as a mandatory~~ such repayment of ~~principal of outstanding Term~~ Revolving Loans (as ~~defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained~~ otherwise required by ~~the Borrower or the applicable Domestic Subsidiary~~this Section 4.02(b) shall not be so required. (gc) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Revolving Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~4.02, the ~~Borrower~~ Borrowers may designate ~~the Types of Loans which are to be repaid and, in the case of Eurodollar Loans,~~ the specific Borrowing or Borrowings pursuant to which such ~~Eurodollar~~ Revolving Loans were made, provided ~~that:~~ that (i) repayments of ~~Eurodollar~~ Revolving Loans pursuant to this Section ~~4.2~~ 4.02 may only be made on the last day of an Interest Period applicable thereto unless all ~~Eurodollar~~ Revolving Loans with Interest Periods ending on such date of required repayment ~~and all Base Rate Loans~~ have been paid in ~~full;~~ full and (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Revolving Loans ~~made pursuant to~~ comprising a Borrowing shall be applied pro rata among such Revolving Loans. In the absence of a designation by the ~~Borrower~~ Borrowers as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (id) ~~In addition~~ Notwithstanding anything to ~~any other mandatory repayments pursuant to~~ the contrary contained elsewhere in this ~~Section 4.2~~Agreement, ~~(i)~~ all then outstanding Revolving Loans shall be repaid in full on the ~~Revolving Loan~~ Maturity ~~Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs~~Date.

Appears in 1 contract

Samples: Credit Agreement (Trico Marine Services Inc)

Mandatory Repayments. (a) On ~~any day on which~~ the ~~sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect~~ Termination Date, subject to all other repayments thereof on such date) and (II) the aggregate amount of all Letter of Credit Outstandings exceeds the lesser of the Borrowing Base Amount and the Total Revolving Loan Commitment at such timeSection 2.26, the Borrower ~~shall prepay on such day the principal~~ hereby unconditionally promises to (i) cash collateralize all outstanding Letters of ~~Revolving Loans~~ Credit in an amount equal to 105% of the L/C Exposure for such ~~excess. If, after giving effect~~ Letters of Credit and subject to documentation reasonably satisfactory to the ~~prepayment of all outstanding Revolving Loans,~~ Issuing Lenders on the ~~aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall~~ Termination Date and (ii) pay to the Administrative Agent at or the ~~Payment Office on such day an amount of~~ applicable Issuing Lender all other Obligations then outstanding. Upon the Termination Date, subject to Section 2.26, the Lenders shall be entitled to immediate payment and cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations collateralization of the ~~Borrower~~ Secured Obligations without further application to or order of the ~~Issuing Lender and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent~~Bankruptcy Court. (b) In ~~addition~~ the event and on such occasion that the Aggregate Exposure exceeds the lesser of (i) the Aggregate Commitment and (ii) the Borrowing Base, the Borrower shall prepay L/C Exposure or cash collateralize L/C Exposure pursuant to Section 2.2.9, in an aggregate amount equal to such excess; provided that any outstanding reimbursement obligations in respect of L/C Obligations shall be prepaid prior to any ~~other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any~~ cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiarycollateralization. (c) ~~In addition to~~ At all times during any ~~other mandatory repayments pursuant to this Section 4.2~~Cash Dominion Trigger Period, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required LendersBusiness Day, the Administrative Agent shall apply all funds credited to the ~~same~~ Concentration Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available), to cash collateralize the L/C Exposure in accordance with Section 2.2.9. Notwithstanding the foregoing, to the extent any funds credited to the Concentration Account constitute Net Available Cash, the application of such ~~order. All repayments of Loans pursuant~~ Net Available Cash shall be subject to Section ~~4.2(b~~2.3(d)~~, (c), (d), (e) and (f) shall be applied pro rata to the Loans~~. (hd) ~~After~~ If an Event of Default ~~shall have occurred~~ or Cash Dominion Trigger Period is in effect and ~~be continuing~~any Borrowing Base Party receives any Net Available Cash in respect of any Prepayment Event, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: then (i) ~~repayments~~ the Borrower shall within five (5) Business Days following its receipt of ~~Eurodollar Loans pursuant to this~~ such Net Available Cash cash collateralize the L/C Exposure in accordance with Section ~~4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment~~ 2.2.9 and ~~all Base Rate Loans have been paid in full;~~ (ii) if ~~any repayment~~ such Prepayment Event occurs with respect to assets or property included Borrowing Base, within five (5) Business Days following its receipt of ~~Eurodollar Loans made pursuant to~~ such Net Available Cash, the Borrower shall deliver a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a ~~designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion~~pro forma Borrowing Base Certificate. (ie) ~~In addition to any other mandatory repayments~~ All such amounts pursuant to ~~this~~ Section ~~4.2, (i~~2.3(d) ~~all then outstanding Revolving Loans~~ shall be ~~repaid~~ applied, only if an Event of Default has occurred and is continuing, to cash collateralize the L/C Exposure in ~~full on the Revolving Loan Maturity Date and~~ accordance with Section 2.2.9. (iif) ~~unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs~~[reserved].

Appears in 1 contract

Samples: Senior Secured Debtor in Possession Credit Agreement (Superior Energy Services Inc)

Mandatory Repayments. (a) (i) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (IIIII) the aggregate amount of all Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, the Borrower shall prepay Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall pay to the Administrative Agent (for the benefit of the Lenders and the Issuing Lenders) at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing ~~Lender~~ Lenders and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (bii) ~~In addition to any other mandatory repayments pursuant to this Section 4.2, on~~ On each date on or after the ~~Initial Borrowing~~ Effective Date ~~upon~~ on which the Borrower or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds (net of underwriting discounts and commissions) from ~~any capital contribution or~~ any sale or issuance of ~~its equity, the Net~~ Equity ~~Proceeds in excess of $3,000,000 in the aggregate during any fiscal year~~ Interests of the Borrower or any of ~~such capital contribution or sale or issuance of equity~~ its Subsidiaries, the Borrower shall ~~first be applied~~ (x) prepay on such date ~~as a mandatory repayment of~~ the principal of ~~outstanding Term~~ Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, the Borrower shall prepay Revolving Loans in an amount equal to the remaining amount of such proceeds and (~~as defined in~~ y) to the ~~First Horizon International Financing documents~~extent any such proceeds remain unused after giving effect to the prepayment of such Swingline Loans and Revolving Loans, the Borrower shall pay to the Administrative Agent (for the benefit of the Lenders and the Issuing Lenders) at the Payment Office on such date an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of ~~50% of~~ Credit Outstandings at such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balancetime, if any), ~~being retained~~ such cash and Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Lenders and the Lenders hereunder in a cash collateral account to be established by the ~~Borrower or applicable Domestic Subsidiary~~Administrative Agent. (ciii) ~~In addition to~~ On any ~~other mandatory repayments pursuant to this Section 4.2,~~ day on ~~each date on or after the Initial Borrowing Date upon~~ which the ~~Borrower or any~~ aggregate amount of ~~its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by~~ all Letter of Credit Outstandings exceeds $5,000,000, the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate pay to the Administrative Agent ~~stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following~~ (for the ~~date~~ benefit of the ~~receipt~~ Lenders and the Issuing Lenders) at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such ~~Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds~~ excess, such cash and/or Cash Equivalents to be ~~so expended); and provided further, that if~~ held as security for all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow obligations of the Borrower to the Issuing Lenders and ~~its Domestic Subsidiaries for~~ the ~~most recently completed fiscal year of the Borrower shall~~ Lenders hereunder in a cash collateral account to be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained established by the ~~Borrower or the applicable Domestic Subsidiary~~Administrative Agent. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 1 contract

Samples: Credit Agreement (Hanger Orthopedic Group Inc)

Appears in 1 contract

Samples: Credit Agreement (Endurance Specialty Holdings LTD)

Mandatory Repayments. (a) On any day on which the sum of (I) -------------------- the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (IIIII) the aggregate amount of all Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing ~~Lender~~ Bank and the ~~Lenders~~ Banks hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Revolving Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~4.02, the Borrower may designate the Types of Revolving Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which ~~such Eurodollar Loans were~~ made, provided that: (i) repayments of Eurodollar -------- Loans pursuant to this Section ~~4.2~~ 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing ~~Amount~~Amount applicable thereto, such Borrowing shall be ~~automatically~~ converted at the end of the then current Interest Period into a Borrowing of 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. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (ic) ~~In addition~~ Notwithstanding anything to the contrary contained in this Agreement or in any other ~~mandatory repayments pursuant to this Section 4.2~~Credit Document, (i) all then outstanding Revolving Loans shall be repaid in full on the ~~Revolving Loan~~ Final Maturity Date, (ii) all then outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date and (iiiii) ~~unless the Required Lenders otherwise agree in writing,~~ all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 1 contract

Samples: Credit Agreement (Sylvan Learning Systems Inc)

Mandatory Repayments. (a) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans, (II) the aggregate outstanding principal amount of all Swingline Loans ~~(after giving effect to all other repayments thereof on such date)~~ and (IIIII) the aggregate amount of all Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total ~~Revolving Loan~~ Commitment ~~at such time~~as then in effect, the Borrower shall prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full (or if no Swingline Loans are outstanding), Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of ~~the~~ all Letter of Credit Outstandings exceeds the Total ~~Revolving Loan~~ Commitment ~~at such time~~as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such ~~excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time)~~excess, such cash and/or Cash Equivalents to be held as security for all ~~obligations~~ Obligations of the Borrower to ~~the~~ each Issuing Lender and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (bi) ~~In addition to~~ If on any ~~other mandatory repayments pursuant to this~~ day (A) the sum of (I) the aggregate outstanding principal amount of all Revolving Loans, (II) the aggregate outstanding principal amount of all Swingline Loans and (III) the aggregate amount of all Letter of Credit Outstandings exceeds the Borrowing Base Amount at such time (based on the Borrowing Base Certificate last delivered or then being delivered) (such excess, the "Borrowing Base Amount Deficiency") or (B) a Default exists under Section ~~4.2~~9.14 (such Default, ~~on each date on or after the Initial Borrowing Date upon which~~ a "Section 9.14 Default"), the Borrower shall, within 10 days thereafter (or ~~any~~ on such day to the extent required by Section 8.13), either (x) prepay outstanding Loans and/or cash collateralize outstanding Letters of ~~its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000~~ Credit in the ~~aggregate during any fiscal year of~~ order provided in clause (b)(ii) below in an amount sufficient to eliminate such Borrowing Base Amount Deficiency or to cure such Section 9.14 Default, as applicable, (y) add one or more Mortgaged Properties to the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans Borrowing Base in accordance with the ~~requirements~~ procedures set forth in this Agreement which would have the effect (i) in the case of ~~Sections 4.2(g~~a Borrowing Base Amount Deficiency, of increasing the Borrowing Base Value in an aggregate amount sufficient to eliminate such Borrowing Base Amount Deficiency or (ii) in the case of a Section 9.14 Default, of increasing the Mortgaged Property NOI in an amount sufficient to cure such Section 9.14 Default or (z) effect a combination of the actions described in preceding clauses (x) and (h)y) so as to eliminate such Borrowing Base Amount Deficiency or Section 9.14 Default, ~~third, any remainder to any outstanding Term Loans, and fourth, with the balance~~as applicable (it being understood that, if ~~any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to~~ any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists ~~and such Net Recovery Event Proceeds do not exceed $1,000,000~~ (other than, in the ~~aggregate~~ case of Section 4.02(b)(i)(A) the Default resulting from the Borrowing Base Amount Deficiency in ~~any fiscal year~~ question, and in the case of Section 4.02(b)(i)(B) the Section 9.14 Default in question), the Borrower ~~such Net Recovery Event Proceeds~~ shall ~~not~~ be required to ~~be so applied on such date to~~ take the actions described in preceding clause (x)). (ii) To the extent that the Borrower ~~has delivered a certificate~~ elects (or is required) to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit to eliminate any Borrowing Base Amount Deficiency or to cure any Section 9.14 Default as provided in clause (b)(i) above, the Borrower shall (1) first, prepay principal of outstanding Swingline Loans, (2) second, after all Swingline Loans have been repaid in full (or if no Swingline Loans are outstanding), prepay principal of outstanding Revolving Loans and (3) third, pay to the Administrative Agent ~~stating that~~ at the Payment Office cash and/or Cash Equivalents and with such ~~Net Recovery Event Proceeds shall~~ cash and/or Cash Equivalents to be ~~used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date~~ held as security for all Obligations of the ~~receipt of such Net Recovery Event Proceeds (which certificate shall set forth~~ Borrower to each Issuing Lender and the ~~estimates of the Net Recovery Event Proceeds~~ Lenders hereunder in a cash collateral account to be ~~so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to~~ established by the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding provisoAdministrative Agent. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (gc) Notwithstanding anything to the contrary contained in ~~Section 4.2(b)~~this Agreement or in any other Credit Document, (~~c), (d~~i) ~~and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that~~ all ~~of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the~~ then outstanding Loans ~~hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b),~~ (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or other than Swingline Loans) shall be repaid in ~~its sole discretion.~~ full on the Maturity Date, (ii) all then outstanding Loans shall be repaid in full on the date on which (x) the Borrower (or the Co-Borrower if formed) enters into any transaction of merger or consolidation (other than any merger or consolidation permitted by Section 9.02(a)) or (y) a Change of Control occurs, (iii) each Borrowing of Swingline Loans shall be repaid in full within five Business Days after the date of Borrowing thereof and (iv) all then outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date. (d) With respect to each repayment of Loans required by ~~this Section 4.2, so long as no Event of Default shall have occurred~~ Sections 4.02(a) and ~~be continuing~~(b), the Borrower may designate the Types of Revolving Loans which are to be repaid and, in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings pursuant to which such ~~Eurodollar~~ Revolving Loans were made, provided that: (i) repayments of Eurodollar Rate Loans pursuant to this Section ~~4.2~~ 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Rate Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; (ii) if any repayment of Eurodollar Rate Loans ~~made pursuant to~~ constituting a single Borrowing shall reduce the outstanding Eurodollar Rate Loans ~~made pursuant to~~ constituting such Borrowing to an amount less than the Minimum Borrowing ~~Amount~~Amount applicable thereto, such Borrowing shall be ~~automatically~~ converted at the end of the then current Interest Period into a Borrowing of Base Rate ~~Loans~~Loans unless such Borrowing, together with any other Revolving Loans maintained as Base Rate Loans (or portion thereof) or Eurodollar Rate Loans converted or continued on the same date to Eurodollar Rate Loans with the same Interest Period as the Interest Period to which such Borrowing is then being continued, exceeds such Minimum Borrowing Amount; and (iii) each repayment of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section 4.2, (i) all then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Appears in 1 contract

Samples: Credit Agreement (Trizec Properties Inc)

Appears in 1 contract

Samples: Credit Agreement (Lee Enterprises Inc)

Appears in 1 contract

Samples: Credit Agreement (Neff Corp)

Appears in 1 contract

Samples: Credit Agreement (CF Industries Holdings, Inc.)

Mandatory Repayments. (a) On any day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (IIIII) the aggregate amount of all Letter of Credit Outstandings exceeds ~~the lesser of the Borrowing Base Amount and~~ the Total Revolving Loan Commitment at such time, the Borrower shall prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all ~~obligations~~ Obligations of the Borrower to the Issuing ~~Lender~~ Lenders and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, (x) on each Quarterly Payment Date, beginning with the Quarterly Payment Date occurring in June, 2011, the Borrower shall be required to repay that principal amount of Term Loans, to the extent then outstanding, as is equal to 1/4 of 1% of the aggregate initial principal amounts of all Term Loans theretofore borrowed by the Borrower pursuant to Section 2.01 of this Agreement, and (y) on the Term Loan Maturity Date (the Term Loan Maturity Date and each Quarterly Payment Date described in preceding clause (x), each a “Scheduled Repayment Date”), the Borrower shall be required to repay in full the entire principal amount of Term Loans then outstanding (with each such repayment pursuant to this Section 5.02(b), as the same may be reduced as provided in Section 5.01(a) or 5.02(h), a “Scheduled Repayment”). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 5.02, on each date on or after the Initial Borrowing Date upon which ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its ~~equity~~Equity Interests (other than (i) issuances of Equity Interests to Holdings or any Subsidiary of Holdings by any Subsidiary of Holdings, (ii) any capital contributions to any Subsidiary of Holdings made by Holdings or any Subsidiary of Holdings, (iii) cash proceeds intended to be used within ninety days of the date of receipt of such cash proceeds to make payments owing in connection with the consummation of one or more Permitted Acquisitions; provided that to the extent such proceeds are not actually so used within 90 days after the date of such receipt, on such 90th day after the date of the receipt thereof any cash proceeds not so applied shall be applied as required by this Section 5.02(c) (without regard to the exclusion contained in this clause (iii)), and (iv) sales or issuances of Holdings Common Stock to employees, officers and/or directors of Holdings and its Subsidiaries (including as a result of the exercise of any options with respect thereto) in an aggregate amount not to exceed $2,000,000 in any Fiscal Year of Holdings), an amount equal to 100% of the Net ~~Equity~~ Cash Proceeds ~~in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower~~ of such capital contribution or sale or issuance of ~~equity~~ Equity Interests shall ~~first~~ be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans and/or commitment reduction in accordance with the requirements of Sections ~~4.2(g~~5.02(h) and (hi), ~~third~~provided that, any ~~remainder~~ cash proceeds which would otherwise be required to be applied pursuant to this Section 5.02(c) shall not be required to be so applied on such date if, after giving effect to any ~~outstanding Term Loans~~use of such cash proceeds to make voluntary prepayments of the Loans on such date pursuant to Section 5.01, ~~and fourth, with~~ the ~~balance, if any, being retained by the Borrower~~ Total Leverage Ratio as calculated on such date is less than or ~~applicable Domestic Subsidiary~~equal to 2.50:1:00. (cd) In addition to any other mandatory repayments or commitment reductions pursuant to this Section ~~4.2~~5.02, on each date on or after the Initial Borrowing Date upon which ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any issuance or incurrence by ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries of Indebtedness ~~for borrowed money~~ (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section ~~9.4 as in effect on the Effective Date~~10.04), an amount equal to 100% of the Net ~~Debt~~ Cash Proceeds of the respective incurrence of Indebtedness shall ~~first~~ be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans and/or commitment reduction in accordance with the requirements of Sections ~~4.2(g~~5.02(h) and (hi)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~. (de) In addition to any other mandatory repayments or commitment reductions pursuant to this Section ~~4.2~~5.02, on each date on or after the Initial Borrowing Date upon which ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any Asset Sale, an amount equal to 100% of the Net Sale Proceeds therefrom shall ~~first~~ be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans and/or commitment reduction in accordance with the requirements of Sections ~~4.2(g~~5.02(h) and (hi)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~; provided, however, ~~that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the~~ such Net Sale Proceeds ~~therefrom~~ shall not be required to be so applied on such date so long as no Default ~~and no~~ or Event of Default then ~~exits~~ exists and such Net Sale Proceeds shall be used to purchase assets (other than inventory and working capital) used or to be used in the businesses permitted pursuant to Section ~~9.15~~ 10.15 within 90 180 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section ~~4.2(d~~5.02(e) are not so reinvested within such 90180-day period (or such earlier date, if any, as ~~the Borrower~~ Holdings or the relevant ~~Domestic~~ Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section ~~4.2(d~~5.02(e) without regard to the preceding proviso. (ef) In addition to any other mandatory repayments or commitment reductions pursuant to this Section ~~4.2~~5.02, on each Excess Cash Payment Date, an amount equal to the Applicable Excess Cash Flow Percentage of the Excess Cash Flow for the related Excess Cash Payment Period shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 5.02(h) and (i); provided that, repayments of principal of Loans made as a voluntary prepayment pursuant to Section 5.01 with internally generated funds (but in the case of a voluntary prepayment of Revolving Loans or Swingline Loans, only to the extent accompanied by a voluntary reduction to the Total Revolving Loan Commitment in an amount equal to such prepayment) during the applicable Excess Cash Flow Payment Period or, at the election of the Borrower, thereafter and on or prior to the respective Excess Cash Payment Date (although any voluntary prepayment which is used to reduce the amount of the required repayment pursuant to this Section 5.02(f) on a given Excess Cash Payment Date shall not again be used to reduce the amount of any repayment or commitment reduction pursuant to this Section 5.02(f) on a subsequent Excess Cash Payment Date) shall reduce on a dollar-for-dollar basis the amount of such mandatory repayment and/or commitment reduction otherwise required on the applicable Excess Cash Flow Payment Date pursuant to this Section 5.02(f). (g) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 5.02, on each date on or after the Initial Borrowing Date upon which ~~the Borrower~~ Holdings or any of its ~~Domestic~~ Subsidiaries receives any cash proceeds from any Recovery ~~Event,~~ Event (other than Recovery Events where the Net ~~Recovery Event~~ Cash Proceeds therefrom do not exceed $500,000), an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall ~~first~~ be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans and/or commitment reduction in accordance with the requirements of Sections ~~4.2(g~~5.02(h) and (hi)~~, third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary~~; provided, however, ~~that~~ such Net Cash Proceeds shall not be required to be so applied on such date so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower Holdings has delivered a certificate to the Administrative Agent on such date stating that such Net ~~Recovery Event~~ Cash Proceeds shall be used to replace or restore any properties or assets in respect of which such Net ~~Recovery Event~~ Cash Proceeds were paid ~~within~~ not more than 180 days following the date of the receipt of such Net ~~Recovery Event~~ Cash Proceeds (which certificate shall set forth the estimates of the Net ~~Recovery Event~~ Cash Proceeds to be so expended); , and provided further, that if all or any portion of such Net ~~Recovery Event~~ Cash Proceeds not required to be so applied pursuant to the preceding proviso are not so used ~~within 180 days~~ by the 180th day after the date of the receipt of such Net ~~Recovery Event~~ Cash Proceeds (or such earlier date, if any, as ~~the Borrower~~ Holdings or the relevant ~~Domestic~~ Subsidiary determines not to reinvest the Net ~~Recovery Event~~ Cash Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section ~~4.2(e~~5.02(g) without regard to the immediately preceding proviso. (fh) ~~In addition~~ Each amount required to ~~any other mandatory prepayments~~ be applied pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c5.02(c), (d), (e), (f) and (fg) in accordance with this Section 5.02(h) shall be applied to repay the outstanding principal amount of Term Loans. The amount of each principal repayment of Term Loans made as required by Sections 5.02(c), (d), (e), (f) and (g) shall be applied to reduce the then remaining Scheduled Repayments on a pro rata basis (based upon the then remaining principal amounts of such Scheduled Repayments after giving effect to ~~the Loans~~all prior reductions thereto). (hi) ~~After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion.~~ With respect to each repayment of Loans required by this Section ~~4.2, so long as no Event of Default shall have occurred and be continuing~~5.02, the Borrower may designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of ~~Eurodollar~~ LIBOR Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which such ~~Eurodollar~~ LIBOR Loans were made, provided that: (i) repayments of ~~Eurodollar~~ LIBOR Loans pursuant to this Section ~~4.2~~ 5.02 may only be made on the last day of an Interest Period applicable thereto unless all ~~Eurodollar~~ LIBOR Loans of the respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respective Tranche have been paid in full; (ii) if any repayment of ~~Eurodollar~~ LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding ~~Eurodollar~~ LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing ~~Amount~~Amount applicable thereto, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (ij) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~5.02, (i) all then outstanding ~~Revolving~~ Loans of a respective Tranche (other than Swingline Loans) shall be repaid in full on the respective Maturity Date for such Tranche of Loans, (ii) outstanding Swingline Loans shall be repaid in full on the ~~Revolving Loan Maturity~~ earlier of (x) the tenth Business Day following the date of the incurrence of such Swingline Loans and (y) the Swingline Expiry Date and (iiiii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs. (k) If any RL Lender becomes a Defaulting Lender at any time that any Letter of Credit issued by any Issuing Lender is outstanding, the Borrower shall enter into the applicable Letter of Credit Back-Stop Arrangements with such Issuing Lender no later than 10 Business Days after the date such RL Lender becomes a Defaulting Lender.

Appears in 1 contract

Samples: Credit Agreement (Global Cash Access Holdings, Inc.)

Mandatory Repayments. (a) On any day on which the sum of (I) -------------------- the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (IIIII) the aggregate amount of all Letter of Credit Outstandings exceeds the ~~lesser of the Borrowing Base Amount and the~~ Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment ~~at such time~~as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Lender and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity, the Net Equity Proceeds in excess of $3,000,000 in the aggregate during any fiscal year of the Borrower of such capital contribution or sale or issuance of equity shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Equity Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (c) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Domestic Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.4 as in effect on the Effective Date), the Net Debt Proceeds of the respective incurrence of Indebtedness shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Debt Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary. (d) In addition to any other mandatory repayments pursuant to this Section 4.2, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Asset Sale, the Net Sale Proceeds therefrom shall first be applied on such date as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Sale Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that with respect to no more than $500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default and no Event of Default then exits and such Net Sale Proceeds shall be used to purchase assets (other than working capital) used or to be used in the businesses permitted pursuant to Section 9.15 within 90 days following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 4.2(d) are not so reinvested within such 90-day period (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(d) without regard to the preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.2, on the date on or after the Initial Borrowing Date upon which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any Recovery Event, the Net Recovery Event Proceeds from such Recovery Event shall first be applied as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents) (up to a maximum amount of 50% of such Net Recovery Event Proceeds), second, any remainder as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), third, any remainder to any outstanding Term Loans, and fourth, with the balance, if any, being retained by the Borrower or applicable Domestic Subsidiary; provided, however, that so long as no Default or Event of Default then exists and such Net Recovery Event Proceeds do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); and provided further, that if all or any portion of such Net Recovery Event Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower or the relevant Domestic Subsidiary determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 4.2(e) without regard to the preceding proviso. (f) In addition to any other mandatory prepayments pursuant to this Section 4.2, on March 31 of each year, beginning March 31, 2004, an amount equal to 75% of Excess Cash Flow of the Borrower and its Domestic Subsidiaries for the most recently completed fiscal year of the Borrower shall be first applied on such date as a mandatory repayment of principal of outstanding Loans in accordance with the requirements of Sections 4.2(g) and (h), second, as a mandatory repayment of principal of outstanding Term Loans (as defined in the First Horizon International Financing documents), and third, with the balance, if any, being retained by the Borrower or the applicable Domestic Subsidiary. (g) Notwithstanding anything in Section 4.2(b), (c), (d) and (e) to the contrary, so long as no Event of Default or Default shall have occurred and be continuing, the Borrower may request that all of such Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Recovery Event Proceeds, as applicable, be applied first to the outstanding Loans hereunder and any remainder to Term Loans and upon the consent of the Required Lenders, the Administrative Agent shall apply the same in such order. All repayments of Loans pursuant to Section 4.2(b), (c), (d), (e) and (f) shall be applied pro rata to the Loans. (h) After an Event of Default shall have occurred and be continuing, the Administrative Agent shall have the right to designate which loans (Term Loans or Loans) shall be repaid in its sole discretion. With respect to each repayment of Loans required by this Section 4.2, so long as no Event of Default shall have occurred and be continuing, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment 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 outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (i) In addition to any other mandatory repayments pursuant to this Section ~~4.2~~4.02, ~~(i) all then outstanding Revolving Loans~~ on each date set forth below, the Borrower shall be ~~repaid in full~~ required to repay that principal amount of Multiple Draw A Term Loans, to the extent then outstanding, as is equal to the product of (I) the aggregate principal amount of all Multiple Draw A Term Loans outstanding on the ~~Revolving~~ Term Loan Commitment Termination Date (after giving effect to any Multiple Draw A Term Loans incurred on such date) and (II) the respective percentage set forth opposite each such date below (each such repayment, as the same may be reduced as provided in Sections 4.01(a) and 4.02(h), a "Multiple Draw A Term Loan Scheduled Repayment"): Multiple Draw A Term Loan Scheduled Repayment Date Percentage ------------------------ ---------- January 31, 2001 10% April 30, 2001 10% July 31, 2001 10% October 31, 2001 10% January 31, 2002 10% April 30, 2002 10% July 31, 2002 10% October 31, 2002 10% January 31, 2003 10% Multiple Draw A Term Loan Maturity Date ~~and (ii) unless the Required Lenders otherwise agree in writing, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.~~10%

Appears in 1 contract

Samples: Credit Agreement (Idt Corp)

Common use of Mandatory Repayments Clause in Contracts