Mandatory Termination or Reduction of Commitments. (a) The Commitments shall terminate (i) on the Commitment Termination Date, (ii) upon the occurrence of a Change in Control, on any date that shall have been specified for such termination in a notice of termination delivered by the Administrative Agent (acting at the direction of the Required Banks) to the Borrower; provided that if the Borrower shall have provided written notice to the Administrative Agent of the occurrence of such Change in Control (or a potential occurrence of such Change in Control), specifying the details thereof and the date or the expected date of the occurrence thereof, then such notice of termination must be delivered to the Borrower no later than 45 days after the delivery of such notice from the Borrower to the Administrative Agent (it being understood that in the event the Borrower shall have provided to the Administrative Agent a notice of a potential occurrence of a Change in Control, the notice of termination may specify that the date of the termination of the Commitments shall be the date of the occurrence of such Change in Control, without referring to a specific calendar date), and (iii) as provided in Section 6.01. (b) In the event the Specified Acquisition Agreement shall be terminated in accordance with its terms prior to the consummation of the Specified Acquisition, then (i) the Borrower shall give prompt (and in any event within one (1) Business Day) written notice to the Administrative Agent of such termination and (ii) unless previously terminated, the Commitments shall terminate on the date that is three (3) Business Days after the date of such termination of the Specified Acquisition Agreement. Promptly following receipt of any such notice, the Administrative Agent shall advise the Banks of the contents thereof. (c) In the event and on each occasion that, on or after the Closing Date and prior to the termination of all the Commitments, the Borrower or any of its Subsidiaries receives any Net Cash Proceeds in respect of a Reduction/Prepayment Event, then (i) the Borrower shall give prompt (and in any event within one (1) Business Day) written notice to the Administrative Agent of such Reduction/Prepayment Event, specifying the amount of Net Cash Proceeds resulting therefrom (together with a reasonably detailed calculation thereof), and (ii) the Commitments will be automatically reduced, on the date that is two (2) Business Days after the date of receipt of such Net Cash Proceeds, by an amount equal to the lesser of (x) the Total Revolving Credit Commitment at such time and (y) the amount of Net Cash Proceeds received in respect of such Reduction/Prepayment Event. Promptly following receipt of any such notice, the Administrative Agent shall advise the Banks of the contents thereof. (d) Any termination or reduction of the Commitments pursuant to this Section 2.09 shall be permanent. Each reduction of the Commitments pursuant to this Section 2.09 shall be made ratably among the Banks in accordance with their respective Commitments.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Home Depot, Inc.)
Mandatory Termination or Reduction of Commitments. (a) The Commitments shall terminate (i) on the Commitment Termination Date, and any Loans then outstanding (iitogether with accrued interest thereon) upon the occurrence of a Change in Control, on any date that shall have been specified for such termination in a notice of termination delivered by the Administrative Agent (acting at the direction of the Required Banks) to the Borrower; provided that if the Borrower shall have provided written notice to the Administrative Agent of the occurrence of such Change in Control (or a potential occurrence of such Change in Control), specifying the details thereof and the date or the expected date of the occurrence thereof, then such notice of termination must be delivered to the Borrower no later than 45 days after the delivery of such notice from the Borrower to the Administrative Agent (it being understood that in the event the Borrower shall have provided to the Administrative Agent a notice of a potential occurrence of a Change in Control, the notice of termination may specify that the date of the termination of the Commitments shall be the date of the occurrence of due and payable on such Change in Control, without referring to a specific calendar date), and (iii) as provided in Section 6.01.
(b) In the event the Specified Acquisition Agreement The Commitments shall be terminated permanently and ratably reduced on the closing date of a revolving credit facility in accordance with its terms prior an anticipated amount of $1,300,000,000 (the "Revolving Facility") to refinance the Borrower's $600,000,000 Credit Agreement dated as of June 28, 2004 by the amount that is equal to the consummation of total commitments under the Specified Acquisition, then (i) the Borrower shall give prompt (and in any event within one (1) Business Day) written notice to the Administrative Agent of such termination and (ii) unless previously terminated, the Commitments shall terminate on the date that is three (3) Business Days after the date of such termination of the Specified Acquisition Agreement. Promptly following receipt of any such notice, the Administrative Agent shall advise the Banks of the contents thereofRevolving Facility minus $850,000,000.
(c) In The Commitments shall be ratably reduced automatically in the event and on each occasion that, on or after the Closing Date and prior to the termination of all the Commitments, that the Borrower or any of its Subsidiaries receives shall at any time, or from time to time, after the date hereof receive any Net Cash Proceeds in respect of a Reduction/Prepayment any Reduction Event, then (i) the Borrower shall give prompt (and in any event within one (1) Business Day) written notice to the Administrative Agent of such Reduction/Prepayment Event, specifying the amount of Net Cash Proceeds resulting therefrom (together with a reasonably detailed calculation thereof), and (ii) the Commitments will be automatically reduced, on the date that is two (2) Business Days after the date of receipt of such Net Cash Proceeds, by an amount equal to the lesser largest multiple of $1,000,000 which does not exceed the amount of such Net Cash Proceeds. The reductions in the Commitments required by this subsection shall be effective on the fifth Euro-Dollar Business Day following receipt by the Borrower or any of its Subsidiaries, as the case may be, of such Net Cash Proceeds; provided that (xi) if the Total Revolving Credit Commitment amount of the Net Cash Proceeds in respect of any Reduction Event is less than $5,000,000, such reduction shall be effective upon receipt of proceeds such that, together with all other such amounts received in the same calendar month and not previously applied, the amount of such Net Cash Proceeds is equal to at such time least $5,000,000; and (yii) if and to the extent such reduction would otherwise reduce the aggregate amount of the Commitments to an amount less than the related Dedicated Amount, such reduction shall, unless the Servicing Agent otherwise notifies the Borrower upon request of the Required Banks, be deferred so as to become effective simultaneously with reductions in the Dedicated Amount. For purposes of this clause (ii): "Dedicated Amount" means the sum of the aggregate principal amount of Euro-Dollar Loans and the aggregate face amount of Supported Commercial Paper which, in each case, are outstanding at the time the Borrower or a Subsidiary receives Net Cash Proceeds of the related Reduction Event. The Dedicated Amount shall be reduced (i) at the last day of the then current Interest Period(s) for such Euro-Dollar Loans and (ii) at each subsequent maturity of such Supported Commercial Paper by the related amount of Euro-Dollar Loans or maturing Supported Commercial Paper, as the case may be. "Supported Commercial Paper" means commercial paper of the Borrower which requires liquidity support in the form of undrawn bank commitments and for which no such commitments other than the Commitments are available. At any time at which the Borrower has other committed bank facilities available as liquidity support for commercial paper, outstanding commercial paper shall be allocated first to such other facilities, so that only the amount which cannot be supported thereby shall constitute Supported Commercial Paper. Such allocation to other facilities shall be in inverse order of maturity, so that the earliest maturing commercial paper shall be Supported Commercial Paper. The Borrower shall notify the Servicing Agent within two Business Days of receipt by it or a Subsidiary of Net Cash Proceeds received in of a Reduction Event, specifying the date and amount thereof and, if the provisions of clause (ii) relating to Supported Commercial Paper are applicable, setting forth sufficient information with respect of such Reduction/Prepayment Event. Promptly following receipt of any such notice, thereto to determine the Administrative Agent shall advise the Banks of the contents thereof.
(d) Any termination or resultant schedule for reduction of the Commitments pursuant to this Section 2.09 shall be permanent. Each reduction of the Commitments pursuant to this Section 2.09 shall be made ratably among the Banks in accordance with their respective Commitments.
Appears in 1 contract
Samples: Credit Agreement (Clorox Co /De/)
Mandatory Termination or Reduction of Commitments. (a) The Aggregate Commitments shall automatically terminate on the earlier of (i) on the Commitment Certain Funds Termination Date, Date and (ii) upon the occurrence of a Change in Control, on any date that shall have been specified for such termination in a notice of termination delivered by the Administrative Agent Closing Date (acting at the direction of the Required Banks) after giving effect to the Borrower; provided that if Borrowing on such date). All fees accrued until the Borrower shall have provided written notice to the Administrative Agent of the occurrence of such Change in Control (or a potential occurrence of such Change in Control), specifying the details thereof and the date or the expected effective date of the occurrence thereof, then such notice of termination must be delivered to the Borrower no later than 45 days after the delivery of such notice from the Borrower to the Administrative Agent (it being understood that in the event the Borrower shall have provided to the Administrative Agent a notice of a potential occurrence of a Change in Control, the notice of termination may specify that the date of the any termination of the Aggregate Commitments shall be paid on the effective date of the occurrence of such Change in Control, without referring to a specific calendar date), and (iii) as provided in Section 6.01termination.
(b) In the event the Specified Acquisition Agreement shall be terminated in accordance with Upon receipt by Parent or any of its terms prior to the consummation of the Specified Acquisition, then (i) the Borrower shall give prompt (and in any event within one (1) Business Day) written notice to the Administrative Agent of such termination and (ii) unless previously terminated, the Commitments shall terminate on the date that is three (3) Business Days after the date of such termination of the Specified Acquisition Agreement. Promptly following receipt of any such notice, the Administrative Agent shall advise the Banks of the contents thereof.
(c) In the event and on each occasion thatSubsidiaries, on or after the Closing Effective Date and but prior to the termination Closing Date, of all the CommitmentsNet Cash Proceeds arising from any Debt Issuance, Equity Issuance, Asset Sale or a Recovery Event, the Borrower or any Aggregate Commitments shall be reduced no later than the Domestic Business Day following the receipt of its Subsidiaries receives any such Net Cash Proceeds in respect an amount equal to 100% of a Reduction/Prepayment Eventsuch Net Cash Proceeds (or, then (i) if one Domestic Business Day following such receipt is the Closing Date, the Borrower shall give prompt (and prepay Loans in any event within one (1) an amount equal to 100% of such Net Cash Proceeds on the Domestic Business Day) written notice Day following the Closing Date pursuant to the provisions of Section 2.10(b)). Initial Borrower shall promptly notify the Administrative Agent of such Reduction/Prepayment Event, specifying the amount of Net Cash Proceeds resulting therefrom (together with a reasonably detailed calculation thereof), and (ii) the Commitments will be automatically reduced, on the date that is two (2) Business Days after the date of receipt of such Net Cash Proceeds, by an amount equal to the lesser of (x) the Total Revolving Credit Commitment at such time and (y) the amount of Net Cash Proceeds received in respect of such Reduction/Prepayment Event. Promptly following receipt of any such notice, the Administrative Agent shall advise the Banks will promptly notify each Bank of the contents thereof.
(d) Any termination or reduction its receipt of the Commitments each such notice. Once reduced pursuant to this Section 2.09 shall 2.09(b), the Aggregate Commitments may not be permanentreinstated. Each reduction of the Aggregate Commitments pursuant to this Section 2.09 shall be made ratably among the Banks in accordance with their respective CommitmentsApplicable Percentage.
Appears in 1 contract
Samples: Senior Unsecured Bridge Credit Agreement (Eaton Corp)
Mandatory Termination or Reduction of Commitments. (a) The Term Loan Commitments of all the Lenders shall automatically terminate (i) at 5:00 p.m., New York City time, on the Commitment Termination Completion Date, (ii) upon the occurrence of a Change in Control, on any date that shall have been specified for such termination in a notice of termination delivered by the Administrative Agent (acting at the direction of the Required Banks) to the Borrower; provided that if the Borrower shall have provided written notice to the Administrative Agent of the occurrence of such Change in Control (or a potential occurrence of such Change in Control), specifying the details thereof and the date or the expected date of the occurrence thereof, then such notice of termination must be delivered to the Borrower no later than 45 days after the delivery of such notice from the Borrower to the Administrative Agent (it being understood that in the event the Borrower shall have provided to the Administrative Agent a notice of a potential occurrence of a Change in Control, the notice of termination may specify that the date of the termination of the Commitments shall be the date of the occurrence of such Change in Control, without referring to a specific calendar date), and (iii) as provided in Section 6.01.
(b) In the event the Specified Acquisition Agreement The Construction Commitments shall be terminated in accordance with its terms permanently reduced pursuant to, and as provided in, Section 2.1(b).
(c) At any time prior to the consummation of the Specified AcquisitionCompletion Date, then (i) the Borrower shall give prompt may, upon five (and in any event within one (15) Business Day) Days' prior written or facsimile notice to the Administrative Agent Agent, permanently reduce the Construction Commitments by the minimum aggregate amount of $1,000,000; provided, however, that the Construction Commitments may not be reduced to an amount less than the aggregate principal amount of all Construction Loans then outstanding and provided, further, that the Borrower shall have demonstrated to the satisfaction of the Required Lenders (which shall be evidenced by a written instrument) that the Borrower will have sufficient funds (after giving effect to the proposed reduction of the Construction Commitments) to Complete the System by January 1, 1999. Any reduction of the Construction Commitments pursuant to this Section 2.7(c) shall be made among the Lenders ratably in accordance with their respective Percentages.
(d) The Borrower may at any time prior to the Completion Date, upon five (5) Business Days' prior written or facsimile notice to the Administrative Agent, terminate the Construction Commitments in their entirety, provided that the principal amount of all Construction Loans then outstanding are repaid in full either prior to, or simultaneously with, such termination.
(e) Simultaneously with each termination and (ii) unless previously terminatedor reduction of the Construction Commitments, the Commitments Borrower shall terminate pay to the Administrative Agent for the benefit of each Lender all accrued and unpaid Commitment Fees on the date that is three (3) Business Days after amount of the Construction Commitments so terminated or reduced through the date of such termination of the Specified Acquisition Agreement. Promptly following receipt of any such notice, the Administrative Agent shall advise the Banks of the contents thereofor reduction.
(c) In the event and on each occasion that, on or after the Closing Date and prior to the termination of all the Commitments, the Borrower or any of its Subsidiaries receives any Net Cash Proceeds in respect of a Reduction/Prepayment Event, then (i) the Borrower shall give prompt (and in any event within one (1) Business Day) written notice to the Administrative Agent of such Reduction/Prepayment Event, specifying the amount of Net Cash Proceeds resulting therefrom (together with a reasonably detailed calculation thereof), and (ii) the Commitments will be automatically reduced, on the date that is two (2) Business Days after the date of receipt of such Net Cash Proceeds, by an amount equal to the lesser of (x) the Total Revolving Credit Commitment at such time and (y) the amount of Net Cash Proceeds received in respect of such Reduction/Prepayment Event. Promptly following receipt of any such notice, the Administrative Agent shall advise the Banks of the contents thereof.
(d) Any termination or reduction of the Commitments pursuant to this Section 2.09 shall be permanent. Each reduction of the Commitments pursuant to this Section 2.09 shall be made ratably among the Banks in accordance with their respective Commitments.
Appears in 1 contract
Samples: Credit and Security Agreement (General Communication Inc)
Mandatory Termination or Reduction of Commitments. (a) The Commitments shall terminate (i) on the Commitment Termination Date, (ii) upon the occurrence of a Change in Control, on any date that shall have been specified for such termination in a notice of termination delivered by the Administrative Agent (acting at the direction of the Required Banks) to the Borrower; provided that if the Borrower shall have provided written notice to the Administrative Agent of the occurrence of such Change in Control (or a potential occurrence of such Change in Control), specifying the details thereof and the date or the expected date of the occurrence thereof, then such notice of termination must be delivered to the Borrower no later than 45 days after the delivery of such notice from the Borrower to the Administrative Agent (it being understood that in the event the Borrower shall have provided to the Administrative Agent a notice of a potential occurrence of a Change in Control, the notice of termination may specify that the date of the termination of the Commitments shall be the date of the occurrence of such Change in Control, without referring to a specific calendar date), and (iii) as provided in Section 6.01.
(b) In the event the Specified Acquisition Agreement shall be terminated in accordance with its terms prior to the consummation of the Specified Acquisition, then (i) the Borrower shall give prompt (and in any event within one (1) Business Day) written notice to the Administrative Agent of such termination and (ii) unless Unless previously terminated, the Commitments shall terminate on the date that is three (3) Business Days after the date of such termination of the Specified Acquisition Agreement. Promptly following receipt of any such notice, the Administrative Agent shall advise the Banks of the contents thereof.
(c) In the event and on each occasion Termination Date; provided that, (i) if the Borrower elects to convert -------- Revolving Loans to Term Loans on the Termination Date pursuant to Section 2.03, then the Commitments shall terminate on the Term-Out Maturity Date; and (ii) no additional Loans (other than Revolving Loans converted to Term Loans on the Termination Date) shall be made on or after the Closing Date Termination Date, and prior to no portion of the termination of all Term Loans, once repaid, may be reborrowed.
(b) If the Commitments, the Borrower Parent Guarantor or any of its Subsidiaries receives shall at any time, or from time to time, receive after the Effective Date but before the Initial Credit Event Date any Net Cash Proceeds in respect of a Reduction/Prepayment Event, then any Reduction Event (i) the Borrower shall give prompt (and in any event within one (1) Business Day) written notice to the Administrative Agent exclusive of such Reduction/Prepayment Event, specifying the amount of Net Cash Proceeds resulting therefrom (together with a reasonably detailed calculation thereofRetained Proceeds), and (ii) the Commitments will be automatically reducedthen, on the date that is two (2) Business Days after day immediately preceding the date of receipt Initial Credit Event Date, the Aggregate Commitments shall be permanently reduced by an amount equal to the aggregate amount of such Net Cash Proceeds.
(c) On the Initial Credit Event Date, the Aggregate Commitments shall be permanently reduced to an amount equal to the sum of (i) the amount of the Initial Loan, if any, made thereon, plus (ii) the principal amount of outstanding Commercial Paper, plus (iii) $5,000,000.
(d) On each day on which any prepayment of the Loans is required to be made under Section 2.08(b) or 2.08(c), the Aggregate Commitments shall be permanently reduced by an amount equal to the amount of such prepayment.
(e) If, on any date, both an Unapplied Reduction Amount and an Excess Commitment Amount exist, the Aggregate Commitments shall be permanently reduced on such date by an amount equal to the lesser of (xi) such Unapplied Reduction Amount and (ii) such Excess Commitment Amount.
(f) If an Unapplied Reduction Amount exists on any maturity date of Commercial Paper (determined, if applicable, after giving effect to any reduction of the Aggregate Commitments effected in accordance with Section 2.07(e)), the Aggregate Commitments shall be permanently reduced on such date by an amount equal to the lesser of (i) such Unapplied Reduction Amount and (ii) the Total Revolving Credit Commitment at such time and (y) the principal amount of Net Cash Proceeds received in respect the Commercial Paper maturing on such date.
(g) If the Borrower elects to convert any Revolving Loans to Term Loans on the Termination Date pursuant to Section 2.03, the Aggregate Commitments shall be permanently reduced to an amount that is equal to the principal amount of such Reduction/Prepayment Eventthe resulting Term Borrowing.
(h) The Borrower shall give the Administrative Agent at least three Business Days' notice of each reduction of the Commitments required pursuant to this Section 2.07. Promptly following receipt of any such noticeafter receiving a notice pursuant to this Section 2.07(h), the Administrative Agent shall advise the Banks notify each affected Lender of the contents thereof.
(di) Any termination or reduction of the Commitments pursuant to this Section 2.09 shall be permanent. Each reduction of the Commitments pursuant to this Section 2.09 2.07 shall be made ratably among the Banks Lenders in accordance with their respective CommitmentsCommitments immediately preceding such reduction.
Appears in 1 contract
Mandatory Termination or Reduction of Commitments. (a) The Commitments shall terminate (i) In the event that the Borrower or any other member of the Consolidated Group actually receives any Net Cash Proceeds arising from any Permitted Securitization Transactions, Debt Issuance or Asset Sale, in each case during the period commencing on the Commitment Termination DateEffective Date and ending on the last day of the Availability Period, then the Commitments then outstanding shall be automatically reduced in an amount equal to 100% of such Net Cash Proceeds (iiminus the amount of such Net Cash Proceeds required to be applied to prepay Loans outstanding at such time in accordance with Section 2.12(c)) upon on the occurrence day of a Change in Control, on any date that shall have been specified for such termination in a notice of termination delivered receipt by the Administrative Agent (acting at the direction Borrower or, as applicable, any other member of the Required Banks) to the Borrower; provided that if the Consolidated Group of such Net Cash Proceeds. The Borrower shall have provided written notice to promptly notify the Administrative Agent of the occurrence receipt by the Borrower, or, as applicable, any other member of the Consolidated Group, of such Change in Control (Net Cash Proceeds from any Debt Issuance or Asset Sale, and such notice shall be accompanied by a potential occurrence of such Change in Control), specifying the details thereof and the date or the expected date reasonably detailed calculation of the occurrence thereof, then such notice Net Cash Proceeds received.
(ii) All reductions of termination must the Commitments pursuant to Section 2.10(d)(i) shall be delivered made ratably to the Borrower no later than 45 days after Lenders’ individual Commitments. For the avoidance of doubt, Net Cash Proceeds shall first be applied to the prepayment of Loans outstanding at any time in accordance with Section 2.12(c) and then to the reduction of Commitments in accordance with 2.10(d)(i).
(i) The Company may, by delivery of such a written notice from the Borrower (a “Maturity Date Extension Notice”) to the Administrative Agent (it being understood that in the event the Borrower which shall have provided promptly deliver a copy to the Administrative Agent a notice of a potential occurrence of a Change in Control, the notice of termination may specify that the date each of the termination of the Commitments shall be the date of the occurrence of such Change in Control, without referring to a specific calendar date), Lenders) not less than 30 days and (iii) as provided in Section 6.01.
(b) In the event the Specified Acquisition Agreement shall be terminated in accordance with its terms not more than 60 days prior to the consummation Maturity Date, require the Lenders to extend the Maturity Date for an additional period of three months (the “Extended Maturity Date”); provided that there shall be no more than one extension of the Specified Acquisition, then (i) Maturity Date pursuant to this Section. Upon delivery of the Borrower shall give prompt (and in any event within one (1) Business Day) written notice Maturity Date Extension Notice to the Administrative Agent of such termination and Lenders, (ii) unless previously terminated, the Commitments shall terminate on the date that is three (3) Business Days after the date of such termination of the Specified Acquisition Agreement. Promptly following receipt of any such noticedelivery, the Administrative Agent “Extension Date”) the Maturity Date shall advise be extended to the Banks of the contents thereofExtended Maturity Date.
(c) In the event and on each occasion that, on or after the Closing Date and prior to the termination of all the Commitments, the Borrower or any of its Subsidiaries receives any Net Cash Proceeds in respect of a Reduction/Prepayment Event, then (i) the Borrower shall give prompt (and in any event within one (1) Business Day) written notice to the Administrative Agent of such Reduction/Prepayment Event, specifying the amount of Net Cash Proceeds resulting therefrom (together with a reasonably detailed calculation thereof), and (ii) Notwithstanding the Commitments will foregoing provisions of this Section 2.10, no extension of the Maturity Date shall be automatically reducedeffective with respect to any Lender unless, (A) on and as of the date that is two (2) Business Days after the date of receipt of such Net Cash Proceeds, by an amount equal to the lesser of (x) the Total Revolving Credit Commitment at such time and (y) the amount of Net Cash Proceeds received Extension Date in respect of such Reduction/Prepayment Event. Promptly following receipt extension, no Event of any such noticeDefault shall have occurred and be continuing and (B) on or prior to the Original Maturity Date, the Administrative Agent Company shall advise have paid the Banks of the contents thereofextension fees required under Section 2.13(c).
(d) Any termination or reduction of the Commitments pursuant to this Section 2.09 shall be permanent. Each reduction of the Commitments pursuant to this Section 2.09 shall be made ratably among the Banks in accordance with their respective Commitments.
Appears in 1 contract
Mandatory Termination or Reduction of Commitments. (a) The Commitments shall terminate (i) In the event that the Borrower or any other member of the Consolidated Group actually receives any Net Cash Proceeds arising from any Permitted Securitization Transactions, Debt Issuance or Asset Sale, in each case during the period commencing on the Commitment Termination DateEffective Date and ending on the last day of the Availability Period, then the Commitments then outstanding shall be automatically reduced in an amount equal to 100% of such Net Cash Proceeds (iiminus the amount of such Net Cash Proceeds required to be applied to prepay Loans outstanding at such time in accordance with Section 2.12(c)) upon on the occurrence day of a Change in Control, on any date that shall have been specified for such termination in a notice of termination delivered receipt by the Administrative Agent (acting at the direction Borrower or, as applicable, any other member of the Required Banks) to the Borrower; provided that if the Consolidated Group of such Net Cash Proceeds. The Borrower shall have provided written notice to promptly notify the Administrative Agent of the occurrence receipt by the Borrower, or, as applicable, any other member of the Consolidated Group, of such Change in Control (Net Cash Proceeds from any Debt Issuance or Asset Sale, and such notice shall be accompanied by a potential occurrence of such Change in Control), specifying the details thereof and the date or the expected date reasonably detailed calculation of the occurrence thereof, then such notice Net Cash Proceeds received.
(ii) All reductions of termination must the Commitments pursuant to Section 2.10(d)(i) shall be delivered made ratably to the Borrower no later than 45 days after Lenders’ individual Commitments. For the avoidance of doubt, Net Cash Proceeds shall first be applied to the prepayment of Loans outstanding at any time in accordance with Section 2.12(c) and then to the reduction of Commitments in accordance with 2.10(d)(i).
(i) The Company may, by delivery of such a written notice from the Borrower (a “Maturity Date Extension Notice”) to the Administrative Agent (it being understood that in the event the Borrower which shall have provided promptly deliver a copy to the Administrative Agent a notice of a potential occurrence of a Change in Control, the notice of termination may specify that the date each of the termination of the Commitments shall be the date of the occurrence of such Change in Control, without referring to a specific calendar date), Lenders) not less than 3015 days and (iii) as provided in Section 6.01.
(b) In the event the Specified Acquisition Agreement shall be terminated in accordance with its terms not more than 60 days prior to the consummation Maturity Date, require the Lenders to extend the Maturity Date for an additional periodperiods of three months (thean “Extended Maturity Date”); provided that there shall be no more than one extensiontwo extensions of the Specified Acquisition, then (i) Maturity Date pursuant to this Section. Upon the Borrower shall give prompt (and in any event within one (1) Business Day) written notice delivery of the Maturity Date Extension Notice to the Administrative Agent of such termination and Lenders, (ii) unless previously terminated, the Commitments shall terminate on the date that is three (3) Business Days after the date of such termination delivery, the and as of the Specified Acquisition Agreement. Promptly following receipt applicable Original Maturity Date, (the “First Extension Date” and in case of any such noticea second extension of the Maturity Date, the Administrative Agent “Second Extension Date”, each an “Extension Date”) the Maturity Date shall advise be extended to the Banks of the contents thereofapplicable Extended Maturity Date.
(c) In the event and on each occasion that, on or after the Closing Date and prior to the termination of all the Commitments, the Borrower or any of its Subsidiaries receives any Net Cash Proceeds in respect of a Reduction/Prepayment Event, then (i) the Borrower shall give prompt (and in any event within one (1) Business Day) written notice to the Administrative Agent of such Reduction/Prepayment Event, specifying the amount of Net Cash Proceeds resulting therefrom (together with a reasonably detailed calculation thereof), and (ii) Notwithstanding the Commitments will foregoing provisions of this Section 2.10, no extension of the Maturity Date shall be automatically reducedeffective with respect to any Lender unless, (A) on the date that is two (2) Business Days after the date and as of receipt of such Net Cash Proceeds, by an amount equal to the lesser of (x) the Total Revolving Credit Commitment at such time and (y) the amount of Net Cash Proceeds received thesuch Extension Date in respect of such Reduction/Prepayment Event. Promptly following receipt extension, no Event of any such noticeDefault shall have occurred and be continuing and (B) on or prior to the applicable Original Maturity Date, the Administrative Agent Company shall advise have paid the Banks extension fees required under Section 2.13(c). the period from and including the Effective Date to but excluding the date on which such Commitment terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the contents thereof.
(d) Any termination or reduction of date on which the Commitments pursuant terminate, commencing on the first such date to this Section 2.09 occur after the date hereofEffective Date. All commitment fees shall be permanent. Each reduction computed on the basis of the Commitments pursuant to this Section 2.09 a year of 360 days and shall be made ratably among payable for the Banks in accordance with their respective Commitmentsactual number of days elapsed (including the first day but excluding the last day).
Appears in 1 contract
Samples: Credit Agreement (Yum Brands Inc)
Mandatory Termination or Reduction of Commitments. (a) The Commitments shall terminate (i) on the Commitment Termination Date, and all Loans then outstanding and all Letter of Credit Liabilities (iiin each case, together with accrued interest thereon) upon the occurrence of a Change in Control, on any date that shall have been specified for such termination in a notice of termination delivered by the Administrative Agent (acting at the direction of the Required Banks) to the Borrower; provided that if the Borrower shall have provided written notice to the Administrative Agent of the occurrence of such Change in Control (or a potential occurrence of such Change in Control), specifying the details thereof and the date or the expected date of the occurrence thereof, then such notice of termination must be delivered to the Borrower no later than 45 days after the delivery of such notice from the Borrower to the Administrative Agent (it being understood that in the event the Borrower shall have provided to the Administrative Agent a notice of a potential occurrence of a Change in Control, the notice of termination may specify that the date of the termination of the Commitments shall be the date of the occurrence of due and payable on such Change in Control, without referring to a specific calendar date), and (iii) as provided in Section 6.01.
(b) In On each Commitment Reduction Date, the event the Specified Acquisition Agreement Commitments of all Banks shall be terminated permanently, automatically and ratably reduced by an aggregate amount as set forth below: Commitment Reduction Aggregate Amount of Date Occurring in Reduction in Commitments December 1997 $15,000,000 December 1998 $15,000,000 March 1999 $ 2,500,000 June 1999 $ 5,000,000 September 1999 $ 5,000,000 provided that if the Commitments shall be reduced at any time in accordance with its terms prior Section 2.09 or 2.10(c), such reductions shall be applied to decrease the consummation amounts set forth above, first to decrease the aggregate amount of reduction in Commitments required on the Specified Acquisitionfirst Commitment Reduction Date, then (i) to decrease the Borrower shall give prompt (and aggregate amount of reduction in any event within one (1) Business Day) written notice to the Administrative Agent of such termination and (ii) unless previously terminated, the Commitments shall terminate required on the date that is three (3) Business Days after the date of such termination of the Specified Acquisition Agreement. Promptly following receipt of any such notice, the Administrative Agent shall advise the Banks of the contents thereofsecond Commitment Reduction Date and thereafter to decrease subsequent amounts in chronological order.
(c) In the event and on each occasion that, on or after the Closing Date and prior to the termination The Commitments of all the CommitmentsBanks shall be permanently, automatically and ratably reduced as follows:
(i) immediately upon receipt by the Borrower or any Subsidiary at any time of its Subsidiaries receives any Net Cash Proceeds in respect proceeds from any Disposition of a Reduction/Prepayment Event, then (i) any Real Estate Investment or any other real property of the Borrower shall give prompt or any Subsidiary (and in any event within one (1) Business Day) written notice to the Administrative Agent of such Reduction/Prepayment Event, specifying the amount of Net Cash Proceeds resulting therefrom (together with a reasonably detailed calculation thereofexcluding operating receipts from Real Estate Investments), and (ii) the Commitments will be automatically reduced, on the date that is two (2) Business Days after the date of receipt of such Net Cash Proceeds, by an amount equal to 50% of the lesser of (x) Net Proceeds realized by the Total Revolving Credit Commitment at Borrower or any Subsidiary in respect thereof; provided that no such time reduction shall be required unless and (y) until, and then only to the extent that, the aggregate amount of Net Cash Proceeds received realized by the Borrower and its Subsidiaries in respect of such Reduction/Prepayment Event. Promptly following all Dispositions of Real Estate Investments and other real property after the Effective Date exceeds $20,000,000; and
(ii) immediately upon receipt by the Borrower or any Subsidiary of any such noticeproceeds from any Disposition of any Other Assets (excluding (A) payments in the ordinary course on construction contracts, the Administrative Agent shall advise the Banks of the contents thereof.
(dB) Any termination or reduction of the Commitments pursuant to this Section 2.09 shall be permanent. Each reduction of the Commitments pursuant to this Section 2.09 shall be made ratably among the Banks in accordance with their respective Commitments.operating
Appears in 1 contract
Samples: Credit Agreement (Perini Corp)
Mandatory Termination or Reduction of Commitments. (a) The Commitments shall terminate (i) on the Commitment Termination Date, (ii) upon the occurrence of a Change in Control, on any date that shall have been specified for such termination in a notice of termination delivered by the Administrative Agent (acting at the direction of the Required Banks) to the Borrower; provided that if the Borrower shall have provided written notice to the Administrative Agent of the occurrence of such Change in Control (or a potential occurrence of such Change in Control), specifying the details thereof and the date or the expected date of the occurrence thereof, then such notice of termination must be delivered to the Borrower no later than 45 days after the delivery of such notice from the Borrower to the Administrative Agent (it being understood that in the event the Borrower shall have provided to the Administrative Agent a notice of a potential occurrence of a Change in Control, the notice of termination may specify that the date of the termination of the Commitments shall be the date of the occurrence of such Change in Control, without referring to a specific calendar date), and (iii) as provided in Section 6.01.
(b) In the event the Specified Acquisition Agreement shall be terminated in accordance with its terms prior to the consummation of the Specified Acquisition, then (i) the Borrower shall give prompt (and in any event within one (1) Business Day) written notice to the Administrative Agent of such termination and (ii) unless Unless previously terminated, the Commitments shall terminate on the date that is three (3) Business Days after the date of such termination of the Specified Acquisition Agreement. Promptly following receipt of any such notice, the Administrative Agent shall advise the Banks of the contents thereof.
(c) In the event and on each occasion Termination Date; PROVIDED that, (i) if the Borrower elects to convert Revolving Loans to Term Loans on the Termination Date pursuant to Section 2.03, then the Commitments shall terminate on the Term-Out Maturity Date; and (ii) no additional Loans (other than Revolving Loans converted to Term Loans on the Termination Date) shall be made on or after the Closing Date Termination Date, and prior to no portion of the termination of all Term Loans, once repaid, may be reborrowed.
(b) If the Commitments, the Borrower Parent Guarantor or any of its Subsidiaries receives shall at any time, or from time to time, receive after the Effective Date but before the Initial Credit Event Date any Net Cash Proceeds in respect of a Reduction/Prepayment Event, then any Reduction Event (i) the Borrower shall give prompt (and in any event within one (1) Business Day) written notice to the Administrative Agent exclusive of such Reduction/Prepayment Event, specifying the amount of Net Cash Proceeds resulting therefrom (together with a reasonably detailed calculation thereofRetained Proceeds), and (ii) the Commitments will be automatically reducedthen, on the date that is two (2) Business Days after day immediately preceding the date of receipt Initial Credit Event Date, the Aggregate Commitments shall be permanently reduced by an amount equal to the aggregate amount of such Net Cash Proceeds.
(c) On the Initial Credit Event Date, the Aggregate Commitments shall be permanently reduced to an amount equal to the sum of (i) the amount of the Initial Loan, if any, made thereon, plus (ii) the principal amount of outstanding Commercial Paper, plus (iii) $5,000,000.
(d) On each day on which any prepayment of the Loans is required to be made under Section 2.08(b) or 2.08(c), the Aggregate Commitments shall be permanently reduced by an amount equal to the amount of such prepayment.
(e) If, on any date, both an Unapplied Reduction Amount and an Excess Commitment Amount exist, the Aggregate Commitments shall be permanently reduced on such date by an amount equal to the lesser of (xi) such Unapplied Reduction Amount and (ii) such Excess Commitment Amount.
(f) If an Unapplied Reduction Amount exists on any maturity date of Commercial Paper (determined, if applicable, after giving effect to any reduction of the Aggregate Commitments effected in accordance with Section 2.07(e)), the Aggregate Commitments shall be permanently reduced on such date by an amount equal to the lesser of (i) such Unapplied Reduction Amount and (ii) the Total Revolving Credit Commitment at such time and (y) the principal amount of Net Cash Proceeds received in respect the Commercial Paper maturing on such date.
(g) If the Borrower elects to convert any Revolving Loans to Term Loans on the Termination Date pursuant to Section 2.03, the Aggregate Commitments shall be permanently reduced to an amount that is equal to the principal amount of such Reduction/Prepayment Eventthe resulting Term Borrowing.
(h) The Borrower shall give the Administrative Agent at least three Business Days' notice of each reduction of the Commitments required pursuant to this Section 2.07. Promptly following receipt of any such noticeafter receiving a notice pursuant to this Section 2.07(h), the Administrative Agent shall advise the Banks notify each affected Lender of the contents thereof.
(di) Any termination or reduction of the Commitments pursuant to this Section 2.09 shall be permanent. Each reduction of the Commitments pursuant to this Section 2.09 2.07 shall be made ratably among the Banks Lenders in accordance with their respective CommitmentsCommitments immediately preceding such reduction.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (New Nisource Inc)
Mandatory Termination or Reduction of Commitments. (a) The Term Loan Commitments shall terminate (i) on the Commitment Term Loan Termination Date, and any Term Loan Advances then outstanding (iitogether with accrued interest thereon) upon the occurrence of a Change in Control, shall be due and payable on any date that shall have been specified for such termination in a notice of termination delivered by the Administrative Agent (acting at the direction of the Required Banks) to the Borrower; provided that if the Borrower shall have provided written notice to the Administrative Agent of the occurrence of such Change in Control (or a potential occurrence of such Change in Control), specifying the details thereof date. The Revolving Facility Commitments and the date or Swingline Commitment shall terminate on the expected date of the occurrence thereofRevolving Facility Termination Date, and any Revolving Facility Advances and Swingline Advances then such notice of termination must be delivered to the Borrower no later than 45 days after the delivery of such notice from the Borrower to the Administrative Agent outstanding (it being understood that in the event the Borrower shall have provided to the Administrative Agent a notice of a potential occurrence of a Change in Control, the notice of termination may specify that the date of the termination of the Commitments together with accrued interest thereon) shall be the date of the occurrence of due and payable on such Change in Control, without referring to a specific calendar date), and (iii) as provided in Section 6.01.
(b) In On any date on which the event the Specified Acquisition Agreement Term Loan Commitment of any Lender shall be terminated in accordance with its terms prior to greater than the consummation principal amount of the Specified Acquisition, then (i) the Borrower shall give prompt (and in any event within one (1) Business Day) written notice to the Administrative Agent Term Loan Advances of such termination and Lender outstanding on such date (ii) unless previously terminatedafter giving effect to any repayment on such date), the Commitments shall terminate on the date that is three (3) Business Days after the date Term Loan Commitment of such termination of the Specified Acquisition Agreement. Promptly following receipt of any Lender shall be automatically reduced to an amount equal to such notice, the Administrative Agent shall advise the Banks of the contents thereofprincipal amount.
(c) In Each Lender's Term Loan Commitment shall be further reduced by an amount equal to such Lender's ratable share of each repayment or prepayment by the event and on each occasion that, on or after the Closing Date and prior Borrower pursuant to the termination terms of this Agreement of all or a portion of the Commitmentsprincipal amount of Term Loan Advances, such reduction to be effective as of the Borrower date of such repayment or any of its Subsidiaries receives any Net Cash Proceeds in respect of a Reduction/Prepayment Eventprepayment.
(d) On each Revolving Facility Commitment Reduction Date, then (i) the Borrower Revolving Facility Commitments shall give prompt (and in any event within one (1) Business Day) written notice be reduced by an aggregate amount equal to the Administrative Agent amount set forth in the table below for such Revolving Facility Commitment Reduction Date, in each case with such reduction being applied ratably among the Lenders on the basis of their respective Revolving Facility Commitments at such Reduction/Prepayment Event, specifying time (provided that the Swingline Commitment shall simultaneously be reduced to -------- the extent that the aggregate amount of the Revolving Facility Commitments of all Lenders is reduced to an amount that is less than the amount of Net Cash Proceeds resulting therefrom (together with a reasonably detailed calculation thereofthe Swingline Commitment), and (ii) the Commitments will be automatically reduced, on the date that is two Borrower shall repay (2) Business Days after the date of receipt of such Net Cash Proceeds, by an amount equal or make a payment to the lesser Administrative Agent in accordance with the last sentence of this Section 2.08(d)) such amount of outstanding Revolving Facility Advances, Swingline Advances and Letter of Credit Obligations as may be necessary so that after such repayment (x) the Total aggregate unpaid principal amount of each Lender's outstanding Revolving Facility Advances and Letter of Credit Obligations does not exceed the amount of such Lender's Revolving Facility Commitment at such time and as then reduced, (y) the aggregate unpaid principal amount of Net Cash Proceeds received in all outstanding Revolving Facility Advances, Swingline Advances and Letter of Credit Obligations does not exceed the aggregate amount of the Revolving Facility Commitments of all Lenders as then reduced and (z) the aggregate unpaid principal amount of all outstanding Swingline Advances does not exceed the aggregate amount of the Swingline Commitments as then reduced. Each such required repayment shall be made with respect to such outstanding Revolving Facility Borrowings, Swingline Advances and/or Letter of such Reduction/Prepayment Event. Promptly following receipt of any such notice, Credit Obligations as the Borrower may specify by notice to the Administrative Agent shall advise or, failing such designation by the Banks of Borrower, as the contents thereofAdministrative Agent may specify by notice to the Borrower and the Lenders.
(d) Any termination or reduction of the Commitments pursuant to this Section 2.09 shall be permanent. Each reduction of the Commitments pursuant to this Section 2.09 shall be made ratably among the Banks in accordance with their respective Commitments.
Appears in 1 contract
