Appears in 2 contracts

Samples: Revolving Credit Agreement (PBF Logistics LP), Revolving Credit Agreement (PBF Energy Co LLC)

Mandatory. (i) To the extent that the Net Cash Proceeds of any Asset Sale or Extraordinary Receipt exceeds $~~25,000,000~~ 15,000,000 per Asset Sale or receipt of Extraordinary Receipts, the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments, the Borrower shall immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments.

Appears in 2 contracts

Samples: Revolving Credit Agreement (PBF Energy Inc.), Revolving Credit Agreement (PBF Logistics LP)

Mandatory. (i) To In the ~~extent~~ event, and on each occasion, that ~~the~~ any Net Cash Proceeds are received by or on behalf of the Borrower or any of its Subsidiaries in respect of any ~~Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~Prepayment Event, the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly shall, within five Business Days after ~~receipt thereof (or if the Borrower in good faith intends to use~~ such Net Cash Proceeds ~~to acquire~~are received (or, ~~improve or maintain Pipeline Assets~~in the case of a Prepayment Event described in clause (b) of the definition of the term “Prepayment Event”, ~~Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then~~ on or before the ~~365th day after~~ next succeeding Business Day following the occurrence of such ~~Asset Sale to the extent that~~Prepayment Event), ~~within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required~~ prepay Loans in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds ~~promptly after any earlier date on which the Borrower has determined not to use~~ (such ~~Net Cash Proceeds for any such purpose) (all such~~ mandatory prepayments to be applied as set forth in clause (~~iii~~ii) below); provided that, in the case of any event described in clause (a) of the definition of the term “Prepayment Event”, so long as no Default shall have occurred and be continuing and notice of the intent to utilize the reinvestment provisions of this proviso is provided to the Administrative Agent prior to the date such prepayment would otherwise be required to be made, if the Borrower and/or any of its Subsidiaries invests (or commits to invest) the Net Cash Proceeds from such event (or a portion thereof) within 365 days after receipt of such Net Cash Proceeds in assets used or useful in the business of the Borrower and its Subsidiaries, then no prepayment shall be required pursuant to this paragraph in respect of such Net Cash Proceeds from such Prepayment Event (or the applicable portion of such Net Cash Proceeds, if applicable, with any balance required to be utilized to prepay the Loans in accordance with this provision) except to the extent of any such Net Cash Proceeds therefrom that have not been so invested (or committed to be invested) by the end of such 365-day period (or if committed to be so invested within such 365-day period, have not been so invested within 18 months after the date of receipt of such Net Cash Proceeds), at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so invested. (ii) Each prepayment of Loans pursuant to Section 2.05(b)(i) shall be applied, first, in direct order of maturity to the next four principal repayment installments of the Term Facility (and, to the extent provided in the definitive loan documentation therefor in accordance with Section 2.14, of any Loans under Incremental Term Commitments) and, thereafter, to the remaining scheduled principal installments of the Term Facility (and, to the extent provided in the definitive loan documentation therefor in accordance with Section 2.14, of any Loans under Incremental Term Commitments) on a pro rata basis; and second, to the Revolving Credit Facility (without permanent reduction of the Revolving Credit Commitments) in the manner set forth in clause (iv) of this Section 2.05(b). (iii) If ~~for any reason~~ the ~~Total Outstandings~~ Administrative Agent notifies the Borrower at any time that the Total Revolving Credit Outstandings at such time exceed the ~~Aggregate Commitments~~Revolving Credit Facility in effect at such time, then, within two Business Days after receipt of such notice, the Borrower shall ~~immediately~~ prepay Loans ~~and L/C Borrowings~~ and/or Cash Collateralize the L/C Obligations ~~(other than the L/C Borrowings)~~ in an aggregate amount ~~equal~~ sufficient to reduce such ~~excess~~Outstanding Amount as of such date of payment to an amount not to exceed the Revolving Credit Facility then in effect; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section ~~2.4(b~~2.05(b)(iii) ~~unless~~ unless, after the prepayment in full of the ~~Loans and L/C Borrowings~~Revolving Credit Loans, the Total Revolving Credit Outstandings exceed the ~~Aggregate Commitments~~ Revolving Credit Facility then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (~~iii~~iv) ~~Prepayments~~ Except as otherwise provided in Section 2.16, prepayments of the Revolving Credit Facility made pursuant to this Section ~~2.4(b) shall be applied~~2.05(b), first, shall be applied ratably to the L/C ~~Borrowings~~Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding ~~Swingline Borrowings~~Revolving Credit Loans, and, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, shall be used to Cash Collateralize the remaining L/C ~~Obligations~~Obligations in full; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) ~~or (ii)~~ of this Section ~~2.4(b~~2.05(b), the amount remaining, if any, after the prepayment in full of all L/C ~~Borrowings~~ Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time ~~and, in the case of prepayments under Section 2.4(b)(ii) only,~~ and the Cash Collateralization of the remaining L/C Obligations in ~~full,~~ full may be retained by the ~~Borrower~~Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan ~~Party~~Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the applicable L/C Issuer or the applicable Revolving Credit Lenders, as applicable~~. Prepayments~~ . (v) Notwithstanding anything to the contrary contained in any other provision of this Section 2.05(b), to the ~~Facility made~~ extent any mandatory prepayment required pursuant to Section 2.05(b)(i) (without giving effect to this Section ~~2.4(b~~2.05(b)(v)) is attributable to a Prepayment Event by a Foreign Subsidiary of the Borrower or an Excluded Domestic Subsidiary, no such prepayment (or a portion thereof) shall ~~not result under any circumstance in a permanent reduction~~ be required to be made if either (A) such prepayment (or portion thereof, or dividend or distribution to facilitate such prepayment) shall, at the time it is required to be made, be prohibited by applicable Requirement of Law (including by reason of financial assistance, corporate benefit, restrictions on upstreaming or transfer of cash intra group and the fiduciary and statutory duties of the ~~Commitments~~directors of relevant Subsidiaries), provided that the Borrower and its Subsidiaries shall make commercially reasonable efforts with respect to such Requirement of Law to permit such prepayment (or portion thereof, or dividend or distribution to facilitate such prepayment) in accordance therewith (it being understood that such efforts shall not require (x) any expenditure in excess of a nominal amount of funds or (y) modifications to the organizational or tax structure of the Borrower and its Subsidiaries to permit such prepayment (or portion thereof, or dividend or distribution to facilitate such prepayment)), or (B) a Restricted Payment or other distribution is reasonably necessary (notwithstanding the Loan Parties’ commercially reasonable efforts to make such mandatory prepayment without making such Restricted Payment or other distribution) in connection with such prepayment (or portion thereof) and the Borrower determines in good faith that the Borrower or any Subsidiary would incur a material liability in respect of Taxes (including any withholding tax) in connection with making such Restricted Payment or other distribution (outside of any taxes applicable to such Prepayment Event that both (x) are deducted in calculating the Net Cash Proceeds thereof and (y) would be incurred even if no such Restricted Payment or other distribution were made). Notwithstanding anything in the preceding sentence to the contrary, in the event the limitations or restrictions described therein cease to apply to any prepayment (or portion thereof, or dividend or distribution to facilitate such prepayment) required under Section 2.05(b)(i), the Borrower shall make such prepayment in an amount equal to the lesser of (x) the amount of such prepayment previously required to have been made without having given effect to such limitations or restrictions and (y) the amount of cash and Cash Equivalents on hand at such time, in each case, less the amount by which the Net Cash Proceeds from the Prepayment Event were previously used for the permanent repayment of Indebtedness (including any reductions in commitments related thereto).

Appears in 1 contract

Samples: Credit Agreement (Babcock & Wilcox Co)

Mandatory. (i) To The Borrower shall, on each date the ~~extent~~ Revolving Credit Commitments are reduced pursuant to Section 1.14 hereof, prepay the Revolving Loans and, if necessary, prefund the L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Revolving Loans and of L/C Obligations then outstanding to the amount to which the Revolving Credit Commitments have been so reduced. The Borrower shall, on each date the Bridge Loan Commitment is reduced pursuant to Section 1.14 hereof, reduce the outstanding Bridge Loans by the amount, if any, necessary to reduce the aggregate principal amount of Bridge Loans then outstanding to the amount to which the Bridge Loan Commitment has been so reduced. (ii) If after the date hereof the Borrower or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), the Borrower shall promptly notify the Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of such issuance, the Borrower shall apply 100% of the amount of such Net Cash Proceeds to reduce the outstanding Bridge Loans until paid in full, with any excess to be applied to the Term Loans until paid in full. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of any of the other terms of this Agreement. (iii) If after the date hereof the Borrower or any Subsidiary shall issue any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money permitted by Section 8.7 hereof, the Borrower shall promptly notify the Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of such issuance, the Borrower shall apply 100% of the amount of such Net Cash Proceeds to reduce the outstanding Bridge Loans until paid in full, with any excess to be applied to the Term Loans until paid in full. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or of any of the other terms of this Agreement. (iv) If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition (other than a Disposition of assets related to the refractive or ambulatory surgical centers business of the Borrower or any Subsidiary), then the Borrower shall promptly notify the Agent of such proposed Disposition (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof). Promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition the Borrower shall apply 100% of the amount of such Net Cash Proceeds to reduce the outstanding Bridge Loans until paid in full, with any excess to be applied to the Term Loans until paid in full. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.10 hereof or any other terms of this Agreement. (v) If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition of assets related to the refractive or ambulatory surgical centers business of the Borrower or any Subsidiary, then the Borrower shall promptly notify the Agent of such proposed Disposition (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof). Promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of any ~~Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~such Disposition, the Borrower shall ~~deliver~~ apply the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds ~~promptly after receipt thereof~~ of such Dispositions as follows: first, to reduce the outstanding Bridge Loans until paid in full; second, to the Revolving Loans then outstanding (up to $1,500,000 in the aggregate); and third, to the Term Loans until paid in full. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.10 hereof or if any other terms of this Agreement. (vi) On March 31st of each year, beginning March 31, 2002, the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited shall prepay the Bridge Loans and the Term Loans by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to ~~100~~75% of ~~such Net~~ Excess Cash ~~Proceeds promptly after any earlier date on which~~ Flow of Borrower and its Subsidiaries for the most recently completed fiscal year of the Borrower ~~has determined not to use such Net Cash Proceeds for any such purpose)~~ (all such prepayments to be applied as set forth in clause (iii) below). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments, the Borrower shall immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, it being acknowledged that the Borrower shall not be required to apply or liquidate any Restricted Cash ~~Collateralize~~ in order to satisfy the foregoing requirement). The amount of each such prepayment shall be applied to reduce the outstanding Bridge Loans until paid in full, with any excess to be applied to the Term Loans until paid in full. (vii) Unless the Borrower otherwise directs, prepayments of Loans under this Section 1.10(b) shall be applied first to Borrowings of Base Rate Loans outstanding under the relevant Credit until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans outstanding under the relevant Credit in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 1.10(b) shall be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date of prepayment together with any amounts due the Lenders under Section 1.13 hereof. No amount of the Term Loans prepaid may be reborrowed, and any such prepayment shall be applied to the relevant Term Loans in inverse order of maturity. Any amount of Revolving Loans paid or prepaid before the Revolving Credit Termination Date, and any amount of Bridge Loans paid or prepaid before the Bridge Loan Commitment Termination Date, may be borrowed, repaid, and borrowed again, subject to the terms and conditions of this Agreement (including, without limitation, mandatory reductions of such Commitments provided in Section 1.14 hereof). Each prefunding of L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, made in ~~the case of prepayments under~~ accordance with Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments9.4 hereof.

Appears in 1 contract

Samples: Credit Agreement (Vision Twenty One Inc)

Mandatory. (i) To Subject in all respects to the prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to the extent ~~that~~ actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect to Revolving Credit Facility Collateral, within three (3) Business Days of the receipt by the Company or any of its Subsidiaries of Net Cash Proceeds ~~of any~~ from Asset ~~Sale~~ Sales or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts,~~ Casualty Events (other than the ~~Borrower shall deliver the notice required under Section 6.3(e~~Specified Sale) ~~hereunder (it being agreed and understood that failure to deliver~~ when aggregated with all such ~~notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess~~ Net Cash Proceeds ~~promptly after receipt thereof (~~received prior to that time and not otherwise applied is equal to or if greater than Proceeds Amount, the ~~Borrower in good faith intends to use~~ Company shall apply all such Net Cash Proceeds to ~~acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used~~ prepay the Loans in ~~any line of business not prohibited by~~ the manner set forth in Section ~~7.7, then on or before the 365th day after~~ 2.08(b)(iv). After such ~~Asset Sale to the extent that, within such 365 day period~~application, the ~~Relevant Parties have not used such~~ Net Cash Proceeds ~~for such purpose, provided, that~~ shall reset to zero upon the making of a mandatory prepayment ~~shall be required in an amount equal~~ pursuant to 100% of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) belowthis Section 2.08(b)(i). (ii) ~~If for~~ Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by the Company or any ~~reason~~ of its Subsidiaries of the ~~Total Outstandings at any time exceed~~ Net Cash Proceeds from the ~~Aggregate Commitments~~Specified Sale, the ~~Borrower~~ Company shall ~~immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in~~ apply an ~~aggregate~~ amount equal to the Applicable Prepayment Percentage of such ~~excess; provided, however, that the Borrower shall not be required~~ Net Cash Proceeds (if any) to ~~Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of~~ prepay the Loans ~~and L/C Borrowings,~~ in the ~~Total Outstandings exceed the Aggregate Commitments then~~ manner set forth in ~~effect~~Section 2.08(b)(iv). (iii) ~~Prepayments~~ Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the ~~Facility~~ last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be required pursuant to this Section 2.08(iii) to the extent that such prepayment would cause (a) Worldwide Cash to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of principal pursuant to this Section 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of each applicable Class up to the full amount thereof, and second to outstanding Eurodollar Rate Loans of each applicable Class up to the full amount thereof. Each prepayment made pursuant to this Section ~~2.4(b~~2.08(b) shall be ~~applied, first, ratably~~ made together with any interest accrued to the ~~L/C Borrowings, second, ratably to~~ date of such prepayment on the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; principal amounts prepaid and, in the case of ~~prepayments~~ any prepayment of a Eurodollar Rate Loan on a date other than the ~~Facility required~~ last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to ~~clause~~ Section 9.04(c). (iv) or The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (iivi) Notwithstanding any other provisions of this Section ~~2.4(b~~2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount ~~remaining~~of any mandatory prepayment required to be made under Section 2.08(b) so long, ~~if any~~but only for so long, ~~after~~ as applicable local law would prohibit such repatriation (the ~~prepayment in full of~~ Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all ~~L/C Borrowings~~ actions required by the applicable local law to permit such repatriation), and ~~Loans outstanding~~ at such time ~~and,~~ as such repatriation of any such proceeds becomes permitted under the applicable local law (and in ~~the case~~ any event within three Business Days thereafter) (and whether or not any of ~~prepayments under Section 2.4(b)(ii) only~~such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall Proceeds not required to be applied ~~(without any further action by or notice~~ to ~~or from~~ the ~~Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments~~ prepayment of ~~the Facility made~~ Loans pursuant to this Section ~~2.4(b~~2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not ~~result under any circumstance in a permanent reduction of the Commitments~~apply to redemptions required pursuant to this Section 2.08(b)(viii).

Appears in 1 contract

Samples: Loan Agreement

Mandatory. (i) To If any Borrower or any Guarantor shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the ~~extent that~~ Borrower Representative shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Guarantor in respect thereof) and, promptly upon receipt by such Borrower or such Guarantor of the Net Cash Proceeds of any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts, the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such ~~notice shall not constitute a Default~~ Disposition or Event of ~~Default hereunder) and~~ Loss, the Borrowers shall prepay the Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions or Events of Loss during any fiscal year of the Parent not exceeding $500,000 (the “Threshold Amount”) in the aggregate so long as no Default or Event of Default then exists, and (y) in the case of any Disposition or Event of Loss not covered by clause (x) above, so long as no Default or Event of Default then exists, if the Borrower Representative states in its notice of such event that the relevant Borrower or the relevant Guarantor intends to reinvest, within 180360 days of the applicable Disposition or Event of Loss, the Net Cash Proceeds thereof in Property similar to the Property which were subject to such Disposition or other assets useful in such Borrower’s or such Guarantor’s business, then the Borrowers shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds ~~promptly after any earlier date on which~~ to the ~~Borrower has determined not to use~~ extent such Net Cash Proceeds ~~for~~ are actually reinvested in such similar Property or such other Property useful in such Borrower’s or such Guarantor’s business within such 180360-day period. Promptly after the end of such 180360-day period, the Borrower Representative shall notify the Administrative Agent whether such Borrower or such Guarantor has reinvested such Net Cash Proceeds in such similar or other useful Property, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested, provided, that if at the end of such 180360-day period such Net Cash Proceeds are contractually committed to be reinvested, the Borrowers shall prepay any such ~~purpose~~Net Cash Proceeds in excess of the Threshold Amount upon the earlier of (i) termination of such commitment and (~~all~~ ii) if such ~~prepayments~~ amount is not so expended, the first day following the date such amount was contractually committed to be ~~applied as~~ expended, but in any event not later than the date 360540 days following the applicable Disposition or Event of Loss. The amount of each such prepayment shall be applied, first to the outstanding Term Loans in the manner set forth in ~~clause~~ Section 1.9(c) hereof until paid in full and then to the Revolving Credit (~~iii~~but, for the avoidance of doubt, without any permanent reduction in the Revolving Credit Commitment). If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) ~~below)~~and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower Representative’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property or in any permitted reinvestment. (ii) If ~~for~~ after the Closing Date any ~~reason the Total Outstandings at~~ Borrower or any ~~time exceed the Aggregate Commitments~~Guarantor shall issue any Indebtedness, other than Indebtedness permitted by Section 8.7 hereof, the Borrower Representative shall ~~immediately~~ promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of such Borrower or such Guarantor in respect thereof. Promptly upon receipt by such Borrower or such Guarantor of Net Cash Proceeds of such issuance, the Borrowers shall prepay ~~Loans and L/C Borrowings and/or Cash Collateralize~~ the ~~L/C~~ Obligations ~~(other than the L/C Borrowings)~~ in an aggregate amount equal to 100% of the amount of such ~~excess; provided, however,~~ Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Term Loans in the manner set forth in Section 1.9(c) hereof until paid in full and then to the Revolving Credit. The Borrowers acknowledge that ~~the Borrower~~ their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or any other terms of the Loan Documents. (iii) Within 100 days after the end of each fiscal year of the Parent (commencing with fiscal year ending December 31, 20142015), the Borrowers shall prepay the Obligations by an amount equal to (x) the Excess Cash Flow Prepayment Percentage of Excess Cash Flow of the Parent, the Borrowers and their respective Subsidiaries for the most recently completed fiscal year of the Parent minus (y) (i) the aggregate principal amount of Term Loans voluntarily prepaid by the Borrowers pursuant to Section 1.9(a) during such fiscal year, and (ii) the aggregate principal amount of Revolving Loans voluntarily prepaid by the Borrowers (to the extent accompanied by an equivalent permanent reduction of the Revolving Credit Commitment pursuant to Section 1.13(a) hereof) during such fiscal year, in each case, excluding the aggregate principal amount of any such voluntary prepayments made with the proceeds of incurrences of Indebtedness. The amount of each such prepayment shall be ~~required~~ applied first to ~~Cash Collateralize~~ the outstanding Term Loans in the manner set forth in Section 1.9(c) hereof until paid in full and then to the Revolving Credit (but, for the avoidance of doubt, without any permanent reduction in the Revolving Credit Commitment). (iv) The Borrowers shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 1.13 hereof or otherwise, prepay the Revolving Loans, Swing Loans, and, if necessary, prefund the L/C Obligations ~~pursuant~~ by the amount, if any, necessary to ~~this Section 2.4(b) unless after~~ reduce the ~~prepayment in full~~ sum of the ~~Loans~~ aggregate principal amount of Revolving Loans, Swing Loans, and L/C ~~Borrowings,~~ Obligations then outstanding to the ~~Total Outstandings exceed~~ amount to which the ~~Aggregate~~ Revolving Credit Commitments ~~then in effect~~have been so reduced. (v) If at any time the sum of the (i) aggregate Original Dollar Amount of Revolving Loans, (ii) the aggregate Original Dollar Amount of Swing Loans and (iii) ~~Prepayments~~ the aggregate U.S. Dollar Equivalent of all L/C Obligations then outstanding shall be in excess of the ~~Facility~~ Revolving Credit Commitments in effect at such time, the Borrowers shall promptly (but in any event within one (1) Business Day) upon notice or demand pay over the amount of the excess to the Administrative Agent for the account of the Revolving Credit Lenders as a mandatory prepayment of the Obligations, with each such prepayment first to be applied to the Revolving Loans and Swing Loans until paid in full with any remaining balance to be held by the Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of Credit. (vi) Unless the Borrower Representative otherwise directs, prepayments made ~~pursuant to~~ under this Section ~~2.4(b~~1.9(b) in U.S. Dollars shall be applied first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurocurrency Loans denominated in U.S. Dollars in the order in which their Interest Periods expire and prepayments made in Alternative Currencies under this Section 1.9(b) shall be ~~applied, first, ratably~~ applied to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, Borrowings in such Alternative Currency in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~1.9(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments~~ any Term Loans or Eurocurrency Loans or Swing Loans, accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 1.12 hereof. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~9.4 hereof.

Appears in 1 contract

Samples: Amendment Agreement (Boulder Brands, Inc.)

Mandatory. (i) To If the ~~extent that the Net Cash Proceeds~~ Borrower or any of its Restricted Subsidiaries consummates any Asset Sale which in the aggregate results in the realization by the Borrower or ~~Extraordinary Receipt exceeds $25,000,000 per~~ such Restricted Subsidiary of Net Asset Sale Proceeds (determined as of the date of such Asset Sale, whether or ~~receipt of Extraordinary Receipts~~not such Net Asset Sale Proceeds are then received by the Borrower or such Restricted Subsidiary), the Borrower shall ~~deliver~~ apply all Net Asset Sale Proceeds received pursuant to Section 7.5 and all other Net Asset Sale Proceeds other than Excluded Proceeds, in each case, to the ~~notice required~~ extent not previously applied in such Fiscal Year to make mandatory prepayments of Term Loans under ~~Section 6.3(e~~this clause (b)(i) ~~hereunder~~ (it being ~~agreed and~~ understood that ~~failure~~ Net Asset Sale Proceeds subject to ~~deliver~~ this clause (b)(i) applied in such ~~notice~~ Fiscal Year to make prepayments of Term Loans prior to receipt of such Net Asset Sale Proceeds other than Excluded Proceeds shall be deemed to have been made as a mandatory prepayment under this clause (b)(i)), within three Business Days after the date of receipt thereof by the Borrower or such Restricted Subsidiary subject to the provisions of Section 2.4(b)(ix)), as follows: (A) to the extent such Net Asset Sale Proceeds are not ~~constitute a Default~~ OPH Asset Sale Proceeds, (X) if none of such Net Asset Sale Proceeds is required by the terms of any Parity Secured Debt to be offered to any holder of any Parity Secured Debt or ~~Event of Default hereunder~~otherwise used to repurchase or prepay any Parity Secured Debt, to prepay Loans (determined as provided in Section 2.4(b)(vii) and (viii) below) in an amount equal to 100% of such Net Asset Sale Proceeds received and (Y) if any of such Net Asset Sale Proceeds is required by the terms of any Parity Secured Debt to be offered to any holder of any Parity Secured Debt or otherwise used to repurchase or prepay any Parity Secured Debt, to prepay Loans (determined as provided in Section 2.4(b)(vii) and (viii) below) in an amount equal to 100% of such Net Asset Sale Proceeds received multiplied by the Pro Rata Percentage; and (B) to the extent such Net Asset Sale Proceeds are OPH Asset Sale Proceeds, (X) if none of such Net Asset Sale Proceeds is required by the terms of any Parity Secured Debt or the OPH Note Indenture to be offered to any holder of any Parity Secured Debt or any holder of an OPH Note or otherwise used to repurchase or prepay any Parity Secured Debt or OPH Notes, to prepay Loans (determined as provided in Section 2.4(b)(vii) and (viii) below) in an amount equal to 100% of such Net Asset Sale Proceeds received, to the extent the OPH Note Indenture does not prohibit the distribution of such Net Asset Sale Proceeds to the Borrower, (Y) to the extent such OPH Asset Sale Proceeds in the aggregate are equal to or less than the outstanding principal amount of the OPMW Term Notes and the OPNY Term Note, to prepay (without any offer to repurchase or prepay any OPH Notes) on first, the OPMW New Term Note and the OPNY Term Note on a pro rata basis and second the OPMW Refinancing Note, and, in turn, to prepay Loans (determined as provided in Section 2.4(b)(vii) and (viii) below) (without any offer to repurchase or prepay any other Parity Secured Debt), and (Z) to the extent such OPH Asset Sale Proceeds (I) in the aggregate exceed the outstanding principal amount of the OPMW Term Notes and the OPNY Term Note, (II) are not otherwise required, in accordance with the OPH Note Indenture, to be offered to prepay any OPH Notes, and (III) are required by the terms of any Parity Secured Debt to be offered to any holder of Parity Secured Debt or otherwise used to repurchase or prepay any Parity Secured Debt, to pay a dividend in the amount of such proceeds to the Borrower and, in turn, to prepay Loans (determined as provided in Section 2.4(b)(vii) and (viii) below) in an amount equal to 100% of such Net Asset Sale Proceeds received multiplied by the Pro Rata Percentage, but only (so long as and to the extent such Net Asset Sale Proceeds are not accepted by any such holder of Parity Secured Debt) to the extent the OPH Note Indenture does not prohibit the distribution of such Net Asset Sale Proceeds to the Borrower. In addition, in the event any such Net Asset Sale Proceeds described in the foregoing sentence (x) are required by the terms of any Parity Secured Debt to be and are offered to any holder of Parity Secured Debt but are not accepted by such holder, or (y) are required by the terms of the OPH Note Agreement to be and are offered to any holder of an OPH Note but are accepted neither by such holder nor subsequently by any holder of any Parity Secured Debt to whom they are required by the terms of any Parity Secured Debt Agreement to be and are offered, and are permitted in accordance with the OPH Note Indenture to be distributed to the Borrower (such Net Asset Sale Proceeds being referred to herein as "Available Proceeds"), then promptly, but in any event no later than three (3) Business Days after the last day for, in each case, such holder of any Parity Secured Debt to accept the repurchase or prepayment offer, the Borrower shall prepay Loans (determined as provided in Section 2.4(b)(vii) and (viii) below) in an amount equal to 100% of such Available Proceeds. (ii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any secured Senior Debt (other than Excepted Debt) and any Permitted Refinancing Indebtedness of any of the foregoing, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of ~~such excess~~ all Net ~~Cash~~ Financing Proceeds ~~promptly~~ received therefrom within three Business Days after the date of receipt thereof by the Borrower or such Subsidiary subject to the provisions of Section 2.4(b)(ix). (iii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any unsecured Senior Debt (other than Excepted Debt), the Borrower shall prepay an aggregate principal amount of Loans equal to (x) if the Consolidated Leverage Ratio determined on a pro forma basis after giving effect to such incurrence or issuance as of the last day of the Fiscal Quarter most recently ended equals or exceeds to 4.0:1, 75% of all Net Financing Proceeds received therefrom and (y) if the Consolidated Leverage Ratio so determined is less than 4.0:1, 50% of all Net Financing Proceeds received therefrom, within three Business Days after the date of receipt thereof by the Borrower or such Subsidiary subject to the provisions of Section 2.4(b)(ix); provided, that so long as no Event of Default shall have occurred and be continuing, (A) if the Borrower ~~in good faith~~ intends to ~~use~~ reinvest any Net Financing Proceeds in accordance with this proviso, it shall deliver written notice of such intention to the Administrative Agent on or prior to the third Business Day immediately following the date on which Borrower receives such Net ~~Cash~~ Financing Proceeds, (B) if the Borrower shall have delivered such notice, it may reinvest all or any portion of such Net Financing Proceeds in an aggregate amount, together with the aggregate amount of Net Financing Proceeds reinvested pursuant to ~~acquire~~Section 2.4(b)(iv), ~~improve~~ not to exceed $500,000,000 in ERCOT Assets so long as, pending such reinvestment, the Net Financing Proceeds are applied to repay Revolving Credit Loans or ~~maintain Pipeline~~ maintained as Collateral for the Credit Agreement Obligations, and (C) on the date the Borrower consummates such purchase of ERCOT Assets, ~~Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line~~ it shall deliver a certificate of ~~business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale~~ a Responsible Officer to the ~~extent that~~Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Financing Proceeds have been reinvested in accordance with the proviso of this clause (b)(iii) and, as a result, no mandatory prepayments are required under this clause (b)(iii); provided, further, that any Net Financing Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section. (iv) Upon the incurrence or issuance by the Borrower of any Junior Securities (other than Excepted Debt and other than in connection with the exercise of employee options or the RRI Warrants), the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Financing Proceeds received therefrom, within ~~such 365 day period,~~ three Business Days after the ~~Relevant Parties have not used such Net Cash Proceeds for such purpose,~~ date of receipt thereof by the Borrower subject to the provisions of Section 2.4(b)(ix); provided, that ~~prepayment~~ so long as no Event of Default shall have occurred and be continuing, (A) if the Borrower intends to reinvest any Net Financing Proceeds in accordance with this proviso, it shall deliver written notice of such intention to the Administrative Agent on or prior to the Business Day immediately following the date on which Borrower receives such Net Financing Proceeds, (B) if the Borrower shall have delivered such notice, it may reinvest all or any portion of such Net Financing Proceeds in an aggregate amount, together with the aggregate amount of Net Financing Proceeds reinvested pursuant to Section 2.4(b)(iii), not to exceed $500,000,000 in ERCOT Assets so long as, pending such reinvestment, the Net Financing Proceeds are applied to repay Revolving Credit Loans or maintained as Collateral for the Credit Agreement Obligations, and (C) on the date the Borrower consummates such purchase of ERCOT Assets, it shall deliver a certificate of a Responsible Officer to the Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Financing Proceeds have been reinvested in accordance with the proviso of this clause (b)(iv) and, as a result, no mandatory prepayments are required under this clause (b)(iv); provided, further, that any Net Financing Proceeds not so reinvested shall be ~~required~~ immediately applied to the prepayment of the Loans as set forth in this Section. (v) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower, any of the Loan Parties or OPH or any of its Subsidiaries in respect of its property or assets, and not otherwise included in clause (i), (ii), (iii) or (iv) of this clause (b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Casualty Proceeds received therefrom within three Business Days after the date of receipt thereof by the Borrower or such Subsidiary subject to the provisions of Section 2.4(b)(ix); provided, that with respect to proceeds of insurance and Condemnation awards (or payments in lieu thereof), (A) if the Borrower intends to reinvest the Net ~~Cash~~ Casualty Proceeds ~~promptly after any earlier~~ thereof in accordance with this proviso, it shall deliver written notice of such intention to the Administrative Agent on or prior to the Business Day immediately following the date on which Borrower receives such Net Casualty Proceeds, (B) if the Borrower ~~has determined not~~ shall have delivered such notice, the Net Casualty Proceeds thereof may be reinvested, so long as such reinvestment is to ~~use~~ restore, repair or replace the assets or property or purchase other assets with substantially the same utility and in the same line of business in respect of which such Net ~~Cash~~ Casualty Proceeds were received, and so long as such reinvestment is consummated or irrevocably committed to be consummated within 365 days after the receipt of such Net Casualty Proceeds so long as, pending such reinvestment, the Net Casualty Proceeds are applied to repay Revolving Credit Loans or maintained as Collateral for the Credit Agreement Obligations, and (C) on the date the Borrower consummates or commits to consummate such restoration, repair or replacement or purchase, it shall deliver a certificate of a Responsible Officer to the Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Casualty Proceeds have been reinvested in accordance with the first proviso of this clause (b)(v) and, as a result, no mandatory prepayments are required under this clause (b)(v); provided, further, that any Net Casualty Proceeds not so reinvested (or such ~~purpose~~lesser percentage which represents the remaining portion of such proceeds not expended or committed pursuant to the foregoing and less any amounts required to pay for necessary remediation expenses with respect to a condition affecting the applicable property, to pay reasonable expenses incurred in connection with the closure of the applicable property and to pay any costs reasonably incurred in connection with such casualty event) shall be immediately applied to the prepayment of the Loans in accordance with the foregoing or, to the extent the Collateral Trustee is loss payee under any insurance policy (~~all such prepayments~~ if applicable), the Borrower shall irrevocably direct the Collateral Trustee to transfer to the Administrative Agent to be applied (in each case, promptly, but in no event later than three (3) Business Days following receipt of such proceeds) as ~~set forth~~ a prepayment of Loans in accordance with the foregoing; provided, that if an Event of Default shall have occurred and be continuing, all Net Casualty Proceeds which would otherwise be payable to the Borrower pursuant to this clause (~~iii~~b)(v) ~~below)~~shall be paid to the Collateral Trustee and applied pursuant to the Collateral Trust Agreement; provided, however, that with respect to tangible property subject to any Permitted Encumbrance, no such prepayment shall be required to the extent that this clause (b)(v) would require an application of Net Casualty Proceeds that would violate or breach any of the provisions of the instruments or documents under which such Permitted Encumbrance arises or which governs the application of proceeds. (iivi) ~~If for any reason~~ If, as a result of the Borrower reducing the Aggregate Revolving Credit Commitments, the Total Revolving Outstandings at any time exceed the Aggregate ~~Commitments~~Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Credit Loans ~~and L/C Borrowings~~ and/or Cash Collateralize the L/C Obligations ~~(other than the L/C Borrowings)~~ in an aggregate amount equal to such excess; provided~~, however~~, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this ~~Section 2.4(b~~clause (b)(vi) unless after the prepayment in full of the Revolving Credit Loans ~~and L/C Borrowings,~~ the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments then in effect. (~~iii~~vii) ~~Prepayments~~ Each prepayment of ~~the Facility made~~ Loans pursuant to clauses (i), (ii), (iii), (iv) or (v) of this ~~Section 2.4(b~~clause (b) shall be applied, first, ratably to the ~~L/C Borrowings, second, ratably~~ Term Loans to the ~~outstanding Swingline Borrowings~~principal repayment installments thereof on a pro rata basis and, ~~third~~thereafter, ~~ratably~~ to the ~~outstanding Base Rate~~ Revolving Credit Loans ~~(other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth,~~ in the ~~case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and,~~ manner set forth in ~~the case of prepayments of the Facility required pursuant to~~ clause (~~i) or (ii) of this Section 2.4(b~~b)(viii), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Reliant Energy Inc)

Mandatory. Until such time as the Outstanding Amount has been repaid in full, the Outstanding Amount shall be permanently prepaid in the amounts set forth below upon the occurrence of any of the following events: (i) To In the ~~extent that~~ event of any Debt Issuance by the Borrower or any of its Restricted Subsidiaries on or after the Closing Date, then concurrently with receipt of Net Cash Proceeds of ~~any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~such Debt Issuance, the Borrower shall ~~deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and~~ prepay an aggregate principal amount of the Term Loans ~~equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or~~ and, if so provided in the ~~Borrower in good faith intends to use such Net Cash Proceeds to acquire~~Incremental Term Supplement applicable thereto, ~~improve or maintain Pipeline Assets~~Incremental Term Loans, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds; provided that to the extent that (a) to the extent any Net Cash Proceeds ~~promptly after~~ received in connection with a Debt Issuance permitted by Section 7.03(i) are used to make a voluntarily redemption, repurchase or prepayment of the 2014 Notes or the 2017 Notes or (b) to the extent any ~~earlier date on which~~ Net Cash Proceeds received in connection with a Debt Issuance permitted by Section 7.03(j) are used to make a voluntarily redemption, repurchase or prepayment of the ~~Borrower has determined not to use~~ Convertible Notes, in each case, such Net Cash Proceeds ~~for any such purpose) (all such prepayments~~ shall not be required to ~~be applied as set forth~~ prepay the Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, pursuant to this clause (~~iii) below~~i). (ii) If Net Cash Proceeds of Extraordinary Receipts received on or after the Closing Date by the Borrower or any of its Restricted Subsidiaries exceed during any calendar year an amount equal to $25,000,000 (the portion of such Net Cash Proceeds that exceeds $25,000,000 is herein referred to as “Excess Extraordinary Receipts”) the Borrower shall prepay an aggregate principal amount of Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, equal to 100% of such Excess Extraordinary Receipts immediately upon receipt thereof by the Borrower or such Restricted Subsidiary; provided, however, that with respect to any proceeds of insurance or condemnation awards (or payments in lieu thereof), for ~~any reason the Total Outstandings at any time exceed the Aggregate Commitments~~so long as no Event of Default shall have occurred and be continuing, the Borrower or a Restricted Subsidiary may reinvest such Extraordinary Receipts in assets used in the businesses of the Borrower or its Restricted Subsidiaries, and in such case any such Extraordinary Receipts that have not been reinvested within one year from the receipt thereof by the Borrower or such Restricted Subsidiary shall be immediately ~~prepay~~ applied to the prepayment of the Term Loans ~~and L/C Borrowings and/or~~ and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans. (iii) If Net Cash ~~Collateralize~~ Proceeds received on or after the ~~L/C Obligations~~ Closing Date by the Borrower or any of its Restricted Subsidiaries from one or more Dispositions (other than Dispositions to the ~~L/C Borrowings~~Borrower or to a Restricted Subsidiary permitted by Section 7.05(a)(v) or 7.05(a)(vi)) or Dispositions permitted by Section 7.05(a)(iv) of property other than Revolver Priority Collateral exceed during any calendar year, an aggregate amount equal to $30,000,000 (the portion of such Net Cash Proceeds that exceeds $30,000,000 is herein referred to as “Excess Disposition Net Cash Proceeds”) the Borrower shall prepay an aggregate amount of Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, equal to 100% of such Excess Disposition Net Cash Proceeds immediately upon receipt thereof by the Borrower or a Restricted Subsidiary, provided, however, (x) for so long as no Event of Default shall have occurred and be continuing, the Borrower or a Subsidiary may reinvest such Excess Disposition Net Cash Proceeds in assets used in the business of the Borrower or its Subsidiaries, and in such case any Excess Disposition Net Cash Proceeds that have not been reinvested within one year from the receipt thereof by the Borrower or such Subsidiary shall, upon the expiration of such one-year period, be immediately applied, as otherwise provided in this Section 2.03(b)(iii), to the prepayment of the Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, or if clause (y) is applicable thereto, as provided in clause (y); and (y) Excess Disposition Net Cash Proceeds received from one or more Dispositions permitted by Section 7.05(a)(ix) or 7.05(a)(x) may be either (1) reinvested as provided in clause (x) above or (2)(A) used by the Borrower to make an optional prepayment of the Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, at par in an amount equal to the Lenders’ Applicable Percentage (calculated without regard for any Outstanding Amount of any Class of Loans not entitled to share in such application) of such Excess Disposition Net Cash Proceeds or (B) used by the Borrower to make a voluntary redemption of the 2014 Notes or, if the 2014 Notes are no longer outstanding, to make an offer to the Lenders to prepay the Term Facility pursuant to Section 2.03(c) and, to the extent such offer is declined, the Borrower may retain such declined amounts. (iv) In the event that there shall be Consolidated Excess Cash Flow for any fiscal year (commencing with fiscal year ending December 31, 2011), the Borrower shall, no later than ninety days after the end of such fiscal year, prepay the Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, in an aggregate amount equal to 50% of such ~~excess~~Consolidated Excess Cash Flow less 100% of voluntary prepayments made during that fiscal year pursuant to Section 2.03(a); provided, however, that (A) in the event that the Consolidated Leverage Ratio is less than 3.00 to 1.00 but greater than or equal to 2.00:1.00 as evidenced by a Compliance Certificate provided pursuant to Section 6.02(b) as of the end of such fiscal year, the Borrower shall prepay the Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, in an aggregate amount equal to 25% of such Consolidated Excess Cash Flow less 100% of voluntary prepayments made during that fiscal year pursuant to Section 2.03(a) and (B) in the event that the Consolidated Leverage Ratio is less than 2.00 to 1.00, as evidenced by a Compliance Certificate provided pursuant to Section 6.02(b) as of the end of such fiscal year or upon the written consent of the Required Lenders, no such prepayment shall be required. Notwithstanding anything to the contrary contained within this subsection (iv), the Borrower shall not be required to ~~Cash Collateralize the L/C Obligations pursuant to~~ make any payment under this ~~Section 2.4(b~~subsection (iv) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to the ~~L/C Borrowings, second, ratably~~ extent that such prepayment would cause Liquidity to fall below the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the CommitmentsMinimum Liquidity Threshold.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Western Refining, Inc.)

Mandatory. (i) To If any Borrower or any Guarantor shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the ~~extent that~~ Borrower Representative shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Guarantor in respect thereof) and, promptly upon receipt by such Borrower or such Guarantor of the Net Cash Proceeds of any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts, the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such ~~notice shall not constitute a Default~~ Disposition or Event of ~~Default hereunder) and~~ Loss, the Borrowers shall prepay the Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions or Events of Loss during any fiscal year of the Parent not exceeding $500,000 (the “Threshold Amount”) in the aggregate so long as no Default or Event of Default then exists, and (y) in the case of any Disposition or Event of Loss not covered by clause (x) above, so long as no Default or Event of Default then exists, if the Borrower Representative states in its notice of such event that the relevant Borrower or the relevant Guarantor intends to reinvest, within 180 days of the applicable Disposition or Event of Loss, the Net Cash Proceeds thereof in Property similar to the Property which were subject to such Disposition or other assets useful in such Borrower’s or such Guarantor’s business, then the Borrowers shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds ~~promptly after any earlier date on which~~ to the ~~Borrower has determined not to use~~ extent such Net Cash Proceeds ~~for~~ are actually reinvested in such similar Property or such other Property useful in such Borrower’s or such Guarantor’s business within such 180-day period. Promptly after the end of such 180-day period, the Borrower Representative shall notify the Administrative Agent whether such Borrower or such Guarantor has reinvested such Net Cash Proceeds in such similar or other useful Property, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested, provided, that if at the end of such 180-day period such Net Cash Proceeds are contractually committed to be reinvested, the Borrowers shall prepay any such ~~purpose~~Net Cash Proceeds in excess of the Threshold Amount upon the earlier of (i) termination of such commitment and (~~all~~ ii) if such ~~prepayments~~ amount is not so expended, the first day following the date such amount was contractually committed to be ~~applied as~~ expended, but in any event not later than the date 360 days following the applicable Disposition or Event of Loss. The amount of each such prepayment shall be applied, first to the outstanding Term Loans in the manner set forth in ~~clause~~ Section 1.9(c) hereof until paid in full and then to the Revolving Credit (~~iii~~but, for the avoidance of doubt, without any permanent reduction in the Revolving Credit Commitment). If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) ~~below)~~and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower Representative’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property or in any permitted reinvestment. (ii) If ~~for~~ after the Closing Date any ~~reason the Total Outstandings at~~ Borrower or any ~~time exceed the Aggregate Commitments~~Guarantor shall issue any Indebtedness, other than Indebtedness permitted by Section 8.7 hereof, the Borrower Representative shall ~~immediately~~ promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of such Borrower or such Guarantor in respect thereof. Promptly upon receipt by such Borrower or such Guarantor of Net Cash Proceeds of such issuance, the Borrowers shall prepay ~~Loans and L/C Borrowings and/or Cash Collateralize~~ the ~~L/C~~ Obligations ~~(other than the L/C Borrowings)~~ in an aggregate amount equal to 100% of the amount of such ~~excess; provided, however,~~ Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Term Loans in the manner set forth in Section 1.9(c) hereof until paid in full and then to the Revolving Credit. The Borrowers acknowledge that ~~the Borrower~~ their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or any other terms of the Loan Documents. (iii) Within 100 days after the end of each fiscal year of the Parent (commencing with fiscal year ending December 31, 2014), the Borrowers shall prepay the Obligations by an amount equal to (x) the Excess Cash Flow Prepayment Percentage of Excess Cash Flow of the Parent, the Borrowers and their respective Subsidiaries for the most recently completed fiscal year of the Parent minus (y) (i) the aggregate principal amount of Term Loans voluntarily prepaid by the Borrowers pursuant to Section 1.9(a) during such fiscal year, and (ii) the aggregate principal amount of Revolving Loans voluntarily prepaid by the Borrowers (to the extent accompanied by an equivalent permanent reduction of the Revolving Credit Commitment pursuant to Section 1.13(a) hereof) during such fiscal year, in each case, excluding the aggregate principal amount of any such voluntary prepayments made with the proceeds of incurrences of Indebtedness. The amount of each such prepayment shall be ~~required~~ applied first to ~~Cash Collateralize~~ the outstanding Term Loans in the manner set forth in Section 1.9(c) hereof until paid in full and then to the Revolving Credit (but, for the avoidance of doubt, without any permanent reduction in the Revolving Credit Commitment). (iv) The Borrowers shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 1.13 hereof or otherwise, prepay the Revolving Loans, Swing Loans, and, if necessary, prefund the L/C Obligations ~~pursuant~~ by the amount, if any, necessary to ~~this Section 2.4(b) unless after~~ reduce the ~~prepayment in full~~ sum of the ~~Loans~~ aggregate principal amount of Revolving Loans, Swing Loans, and L/C ~~Borrowings,~~ Obligations then outstanding to the ~~Total Outstandings exceed~~ amount to which the ~~Aggregate~~ Revolving Credit Commitments ~~then in effect~~have been so reduced. (v) If at any time the sum of the (i) aggregate Original Dollar Amount of Revolving Loans, (ii) the aggregate Original Dollar Amount of Swing Loans and (iii) ~~Prepayments~~ the aggregate U.S. Dollar Equivalent of all L/C Obligations then outstanding shall be in excess of the ~~Facility~~ Revolving Credit Commitments in effect at such time, the Borrowers shall promptly (but in any event within one (1) Business Day) upon notice or demand pay over the amount of the excess to the Administrative Agent for the account of the Revolving Credit Lenders as a mandatory prepayment of the Obligations, with each such prepayment first to be applied to the Revolving Loans and Swing Loans until paid in full with any remaining balance to be held by the Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of Credit. (vi) Unless the Borrower Representative otherwise directs, prepayments made ~~pursuant to~~ under this Section ~~2.4(b~~1.9(b) in U.S. Dollars shall be applied first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurocurrency Loans denominated in U.S. Dollars in the order in which their Interest Periods expire and prepayments made in Alternative Currencies under this Section 1.9(b) shall be ~~applied, first, ratably~~ applied to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, Borrowings in such Alternative Currency in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~1.9(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments~~ any Term Loans or Eurocurrency Loans or Swing Loans, accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 1.12 hereof. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~9.4 hereof.

Appears in 1 contract

Samples: Credit Agreement (Boulder Brands, Inc.)

Mandatory. ~~(i) To~~ The Commitment Amount shall, on the ~~extent that~~ second Business Day following the ~~Net Cash Proceeds~~ receipt by the Parent or any of its Subsidiaries of any ~~Asset Sale~~ Net Disposition Proceeds, Net Equity Proceeds, Net Issuance Proceeds or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~Casualty Proceeds, as the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay case may be, be reduced by an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net ~~Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use~~ Disposition Proceeds, 50% of such Net ~~Cash~~ Equity Proceeds, 100% of such Net Issuance Proceeds ~~for any~~ or 100% of such ~~purpose) (all such prepayments to be applied~~ Casualty Proceeds, as ~~set forth in clause (iii) below). (ii) If for any reason~~ the Total Outstandings at any time exceed the Aggregate Commitments, the Borrower shall immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excesscase may be; provided, however, that, so long as a Default has not occurred and is not then continuing, the Commitment Amount shall not be reduced by (a) the amount of Net Disposition Proceeds received by the Parent or such Subsidiary in any Fiscal Year (commencing with the 2000 Fiscal Year) to the extent (x) such proceeds are applied to the acquisition or construction of property or assets to be used in the business of the Borrowers and their Subsidiaries within 180 days following the receipt thereof and (y) such property and assets (other than such property and assets so acquired or constructed in any Fiscal Year that have an aggregate fair market value not exceeding $1,000,000) are subject to a perfected, first priority Lien in favor of the ~~Borrower~~ Administrative Agent, subject only to Liens permitted by clauses (k), (l), (m) and (o) of Section 8.2.3; provided further, however, that Net Disposition Proceeds exceeding $2,500,000 from a 44 single transaction shall not be required to ~~Cash Collateralize~~ be applied to the ~~L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full~~ reduction of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause Commitment Amount if (i) the Parent notifies the Administrative Agent in writing no later than the thirtieth day following the receipt of such Net Disposition Proceeds of the Parent's or such Subsidiary's good faith intention to apply such Net Disposition Proceeds to such replacement, acquisition or construction (and describes in reasonable written detail such proposed application no later than the sixtieth day following the receipt of such Net Disposition Proceeds) within 360 days following the receipt of such Net Disposition Proceeds and (ii) the Parent or such Subsidiary in fact uses such Net Disposition Proceeds as specified in such notice to the Administrative Agent within 360 days following the receipt of ~~this Section 2.4(b),~~ such Net Disposition Proceeds; and (b) the amount ~~remaining, if any, after~~ of any Casualty Proceeds received by the ~~prepayment~~ Parent or such Subsidiary that are applied to the rebuilding or replacement of the property or assets which were the source of such Casualty Proceeds within 180 days following the occurrence of such Casualty Event or such longer period as may otherwise be provided in ~~full of all L/C Borrowings and Loans outstanding at~~ any Mortgage with respect to such ~~time and,~~ property or assets. Each such reduction in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral Commitment Amount shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent ~~reduction of the Commitments~~and automatic.

Appears in 1 contract

Samples: Amendment Agreement (Dollar Thrifty Automotive Group Inc)

Mandatory. Until such time as the Outstanding Amount has been repaid in full, the Outstanding Amount shall be permanently prepaid in the amounts set forth below upon the occurrence of any of the following events: (i) To In the ~~extent that~~ event of any Debt Issuance by the Borrower or any of its Restricted Subsidiaries on or after the Closing Date, then concurrently with receipt of Net Cash Proceeds of ~~any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~such Debt Issuance, the Borrower shall ~~deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and~~ prepay an aggregate principal amount of the Term Loans ~~equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or~~ and, if so provided in the ~~Borrower in good faith intends to use such Net Cash Proceeds to acquire~~Incremental Term Supplement applicable thereto, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount Incremental Term Loans equal to 100% of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below)Proceeds. (ii) If Net Cash Proceeds of Extraordinary Receipts received on or after the Closing Date by the Borrower or any of its Restricted Subsidiaries exceed during any calendar year an amount equal to $50,000,000 (the portion of such Net Cash Proceeds that exceeds $50,000,000 is herein referred to as “Excess Extraordinary Receipts”) the Borrower shall prepay an aggregate principal amount of Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, equal to 100% of such Excess Extraordinary Receipts immediately upon receipt thereof by the Borrower or such Restricted Subsidiary; provided, however, that, for so long as no Event of Default shall have occurred and be continuing, the Borrower or a Restricted Subsidiary may reinvest such Extraordinary Receipts in assets used in the businesses of the Borrower or its Restricted Subsidiaries, and in such case any ~~reason~~ such Extraordinary Receipts that have not been reinvested within one year from the ~~Total Outstandings at~~ receipt thereof by the Borrower or such Restricted Subsidiary shall be immediately applied to the prepayment of the Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans. (iii) If Net Cash Proceeds received on or after the Closing Date by the Borrower or any ~~time~~ of its Restricted Subsidiaries from one or more Dispositions (other than Dispositions to the Borrower or to a Restricted Subsidiary permitted by Section 7.05(b)(ii)) exceed during any calendar year, an aggregate amount equal to $50,000,000 (the ~~Aggregate Commitments~~portion of such Net Cash Proceeds that exceeds $50,000,000 is herein referred to as “Excess Disposition Net Cash Proceeds”) the Borrower shall make an offer to the Lenders to prepay an aggregate principal amount of the Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, equal to such Excess Disposition Net Cash Proceeds pursuant to Section 2.03(c) and, to the extent such offer is declined, the Borrower may retain such declined amounts, provided, however, for so long as no Event of Default shall have occurred and be continuing, the Borrower or a Subsidiary may reinvest such Excess Disposition Net Cash Proceeds (other than Net Cash Proceeds in connection with the Disposition of a Refinery) in assets used in the business of the Borrower or its Subsidiaries, and in the case of any Excess Disposition Net Cash Proceeds that have not been reinvested within one year from the receipt thereof by the Borrower or such Subsidiary, the Borrower shall immediately upon the expiration of such one-year period, make an offer to the Lenders to prepay ~~Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in~~ an aggregate principal amount of the Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, equal to such ~~excess~~Excess Disposition Net Cash Proceeds pursuant to Section 2.03(c). (iv) Upon a Disposition of (A) the El Paso Refinery as permitted under Section 7.05(c)(i), the Borrower shall prepay the Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, in full, and (B) the Gallup Refinery as permitted under Section 7.05(c)(ii), the Borrower shall prepay an aggregate principal amount of Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, equal to 100% of the Net Cash Proceeds (which amount shall be in compliance with clause (B) of Section 7.05(c)(ii)) received by the Borrower or such Restricted Subsidiary; provided in each case, that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Permitted First Priority Refinancing Debt (or any Permitted Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such transaction or event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and, if so provided in the Incremental Term Loan Supplement applicable thereto, Incremental Term Loans and Other Applicable Indebtedness at such time); provided, ~~however~~further, that (A) the ~~Borrower~~ portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not be exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash ~~Collateralize~~ Proceeds shall be allocated to the ~~L/C Obligations~~ Term Loans and, if so provided in the Incremental Term Loan Supplement applicable thereto, Incremental Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and, if applicable, the Incremental Term Loans, and the amount of prepayment of the Term Loans and, if applicable, the Incremental Term Loans, that would have otherwise been required pursuant to this Section 2.4(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b2.03(b) shall be ~~applied, first, ratably~~ reduced accordingly and (B) to the ~~L/C Borrowings~~extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, ~~second~~the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans and, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, if so provided in the ~~case of prepayments under Section 2.4(b)(ii) only~~Incremental Term Loan Supplement applicable thereto, ~~to Cash Collateralize~~ Incremental Term Loans in accordance with the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitmentsterms hereof.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Western Refining, Inc.)

Mandatory. (i) To If the ~~extent that~~ Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrower, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed~~ outstanding Loans and ~~understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ L/C Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash ~~Proceeds promptly after any earlier date on which~~ Proceeds; provided that in the case of each Disposition and Event of Loss, if the Borrower ~~has determined not~~ states in its notice of such event that the Borrower or the applicable Subsidiary intends to ~~use such~~ reinvest, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds ~~for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments~~from an Event of Loss, the ~~Borrower shall immediately prepay Loans and L/C Borrowings and/or~~ Net Cash ~~Collateralize~~ Proceeds thereof in assets similar to the ~~L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal~~ assets which were subject to such ~~excess; provided~~Disposition or Event of Loss, ~~however~~then so long as no Default or Event of Default then exists, ~~that~~ the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash ~~Collateralize~~ Proceeds to the extent such Net Cash Proceeds are actually reinvested in such similar assets with such 180-day period. Promptly after the end of such 180-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the outstanding Loans and L/C Obligations in the amount of such Net Cash Proceeds not so reinvested. The amount of each such prepayment shall be applied on a ratable basis among the relevant outstanding Obligations based on the principal amounts thereof. (ii) If after the Closing Date the Borrower or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), other than equity securities issued in connection with the exercise of employee stock options, common stock issued to fund the prepayment, redemption or purchase of Senior Notes, and capital stock issued to the seller of an Acquired Business in connection with an Acquisition permitted hereby, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the outstanding Loans and L/C Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied on a ratable basis among the relevant outstanding Obligations based on the principal amounts thereof. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.11 (Maintenance of Subsidiaries) or Section 9.1(i) (Change of Control) hereof or any other terms of the Loan Documents. (iii) If after the Closing Date the Borrower or any Subsidiary shall issue any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money permitted by Section 8.7(a)-(e) hereof, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the outstanding Loans and L/C Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied on a ratable basis among the relevant outstanding Obligations based on the principal amounts thereof. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or any other terms of the Loan Documents. (iv) The Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 1.12 hereof, prepay the Revolving Loans, Swing Loans, and, if necessary, prefund the L/C Obligations ~~pursuant~~ by the amount, if any, necessary to ~~this Section 2.4(b) unless after~~ reduce the ~~prepayment in full~~ sum of the ~~Loans~~ aggregate principal amount of Revolving Loans, Swing Loans, and L/C ~~Borrowings,~~ Obligations then outstanding to the ~~Total Outstandings exceed~~ amount to which the ~~Aggregate~~ Revolving Credit Commitments ~~then in effect~~have been so reduced. (~~iii~~v) ~~Prepayments~~ Unless the Borrower otherwise directs, prepayments of ~~the Facility made pursuant to~~ Loans under this Section ~~2.4(b~~1.8(b) shall be ~~applied, first, ratably~~ applied first to ~~the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding~~ Borrowings of Base Rate Loans ~~(other than the Swingline Loans), fourth, ratably~~ until payment in full thereof with any balance applied to ~~the outstanding~~ Borrowings of Eurodollar ~~Rate Loans, and fifth,~~ Loans in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~1.8(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments~~ any Eurodollar Loans or Swing Loans, accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 1.11 hereof. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~9.4 hereof.

Appears in 1 contract

Samples: Credit Agreement (Rent Way Inc)

Mandatory. (i) To If the ~~extent that~~ Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds ~~promptly after~~ are applied to replace or restore the relevant Property, (y) this subsection shall not require any ~~earlier date on which the Borrower has determined not~~ such prepayment with respect to ~~use such~~ Net Cash Proceeds ~~for~~ received on account of Dispositions during any ~~such purpose~~fiscal year of the Borrower not exceeding $500,000 in the aggregate so long as no Default or Event of Default then exists, and (z) ~~(all such prepayments to be applied as set forth~~ in the case of any Disposition not covered by clause (~~iii~~y) ~~below).~~ above, so long as no Default or Event of Default then exists, if the Borrower states in its notice of such event that the Borrower or the relevant Subsidiary intends to reinvest, within ninety (ii90) ~~If for any reason~~ days of the ~~Total Outstandings at any time exceed the Aggregate Commitments~~applicable Disposition, the ~~Borrower shall immediately prepay Loans and L/C Borrowings and/or~~ Net Cash ~~Collateralize~~ Proceeds thereof in assets similar to the ~~L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal~~ assets which were subject to such ~~excess; provided~~Disposition, ~~however, that~~ then the Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash ~~Collateralize~~ Proceeds to the ~~L/C Obligations pursuant to this Section 2.4(b) unless~~ extent such Net Cash Proceeds are actually reinvested in such similar assets with such 90-day period. Promptly after the end of such 90-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. The amount of each such prepayment ~~in full~~ shall be applied first to the obligations of the Borrower under the Senior Credit Agreement in accordance with the Senior Credit Agreement and then to the outstanding Loans hereunder. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) and ~~L/C Borrowings~~held by it in the Collateral Account. So long as no Default or Event of Default exists, the ~~Total Outstandings exceed~~ Administrative Agent is authorized to disburse amounts representing such proceeds from one or more separate collateral accounts (each such account, and the ~~Aggregate Commitments~~ credit balances, properties, and any investments from time to time held therein, and any substitutions for such account, any certificate of deposit or other instrument evidencing any of the foregoing and all proceeds of and earnings on any of the foregoing being collectively called the “Collateral Account”) to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If after the Closing Date the Borrower or any Subsidiary shall issue any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money permitted by Section 8.7 hereof, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the obligations of the Borrower under the Senior Credit Agreement in accordance with the Senior Credit Agreement and then ~~in effect~~to the outstanding Loans hereunder. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or any other terms of the Loan Documents. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, If after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Closing Date the Borrower or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), other ~~Loan Party) to reimburse~~ than equity securities issued in connection with the ~~L/C Issuer~~ exercise of employee stock options or issue any Subordinated Debt, the ~~Lenders, as applicable. Prepayments~~ Borrower shall promptly notify the Administrative Agent of the ~~Facility made pursuant~~ estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.11 (Maintenance of Subsidiaries), Section 8.7 (Borrowings and Guaranties), or Section 9.1(i) (Change of Control) hereof or any other terms of the Loan Documents. (iv) Each prepayment of Loans under this Section ~~2.4(b~~1.4(b) shall ~~not result under any circumstance in a permanent reduction~~ be made by the payment of the ~~Commitments~~principal amount to be prepaid and accrued interest thereon to the date of prepayment.

Appears in 1 contract

Samples: Bridge Loan Agreement (DG FastChannel, Inc)

Mandatory. (i) To The Borrower shall, on each date the ~~extent that~~ Revolving Credit Commitment is reduced pursuant to Section 2.11, prepay the Revolving Loans, and, if necessary, prefund the L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Revolving Loans and L/C Obligations then outstanding to the amount to which the Revolving Credit Commitment has been so reduced. (ii) [Reserved]. (iii) If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the Borrower shall promptly notify the Bank of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds ~~promptly after~~ are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any ~~earlier date on which the Borrower has determined not~~ such prepayment with respect to ~~use such~~ Net Cash Proceeds ~~for~~ received on account of Dispositions during any ~~such purpose~~Fiscal Year of the Borrower not exceeding $200,000 in the aggregate so long as no Default then exists, and (z) ~~(all such prepayments to be applied as set forth~~ in the case of any Disposition not covered by clause (~~iii~~y) ~~below). (ii) If for any reason~~ above, so long as no Default then exists, if the ~~Total Outstandings at any time exceed~~ Borrower states in its notice of such event that the ~~Aggregate Commitments~~Borrower or the relevant Subsidiary intends to reinvest, within 90 days of the applicable Disposition, the ~~Borrower shall immediately prepay Loans and L/C Borrowings and/or~~ Net Cash ~~Collateralize~~ Proceeds thereof in assets similar to the ~~L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal~~ assets which were subject to such ~~excess; provided~~Disposition, ~~however, that~~ then the Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash ~~Collateralize~~ Proceeds to the ~~L/C Obligations pursuant to this Section 2.4(b) unless~~ extent such Net Cash Proceeds are actually reinvested in such similar assets with such 90-day period. Promptly after the ~~prepayment in full~~ end of ~~the Loans and L/C Borrowings~~such 90-day period, the ~~Total Outstandings exceed~~ Borrower shall notify the ~~Aggregate Commitments then~~ Bank whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in ~~effect~~such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. If the Bank so requests, all proceeds of such Disposition or Event of Loss shall be deposited with the Bank (or its agent) and held by it in the Collateral Account. So long as no Default exists, the Bank is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (~~iii~~iv) ~~Prepayments~~ If after the Closing Date the Borrower or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), other than Excluded Equity Issuances, the Borrower shall promptly notify the Bank of the ~~Facility made pursuant~~ estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the Revolving Facility. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Bank for any breach of Section 8.11 (Maintenance of Subsidiaries) or Section 9.1(i) (Change of Control) or any other terms of the Loan Documents. (v) If after the Closing Date the Borrower or any Subsidiary shall issue any Indebtedness, other than Indebtedness permitted by Section 8.7(a)-(j), the Borrower shall promptly notify the Bank of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the Revolving Facility. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Bank for any breach of Section 8.7 or any other terms of the Loan Documents. (vi) If after the Closing Date the Borrower or any Subsidiary shall issue any Subordinated Debt, the Borrower shall promptly notify the Bank of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the Revolving Facility. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Bank for any breach of Section 8.7 or any other terms of the Loan Documents. (vii) [Reserved]. (viii) Unless the Borrower otherwise directs, prepayments of Loans under this Section ~~2.4(b~~2.8(b) shall be ~~applied, first, ratably~~ applied first to ~~the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding~~ Borrowings of Base Rate Loans ~~(other than the Swingline Loans), fourth, ratably~~ until payment in full thereof with any balance applied to ~~the outstanding~~ Borrowings of Eurodollar ~~Rate Loans, and fifth,~~ Loans in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~2.8(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments~~ any Eurodollar Loans, accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Bank under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 4.5. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~9.4.

Appears in 1 contract

Samples: Credit Agreement (Willdan Group, Inc.)

Mandatory. (i) To The Borrower shall, on each date the ~~extent that~~ Revolving Credit Commitments are reduced pursuant to Section 1.14 hereof, prepay the ~~Net Cash Proceeds~~ Revolving Loans and Swing Loans and, if necessary, prefund the L/C Obligations by the amount, if any, necessary to reduce the sum of ~~any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts,~~ the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of ~~Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire~~Revolving Loans, ~~improve or maintain Pipeline Assets~~Swing Loans, ~~Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7,~~ and L/C Obligations then ~~on or before the 365th day after such Asset Sale~~ outstanding to the ~~extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an~~ amount ~~equal~~ to ~~100% of such Net Cash Proceeds promptly after any earlier date on~~ which the ~~Borrower has determined not to use~~ Revolving Credit Commitments have been so reduced with each such ~~Net Cash Proceeds for any such purpose) (all such prepayments~~ prepayment first to be applied to the Swing Loans until payment in full thereof, then to the Revolving Loans until payment in full thereof, with any remaining balance to be held by the Administrative Agent as ~~set forth in clause (iii) below)~~collateral security for the L/C Obligations. (ii) If ~~for any reason~~ after the ~~Total Outstandings at any time exceed~~ Effective Date the ~~Aggregate Commitments~~Borrower shall issue new equity securities (whether common stock, preferred stock, or otherwise), the Borrower shall ~~immediately prepay Loans~~ promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower in respect thereof. Promptly upon, and ~~L/C Borrowings and/or Cash Collateralize the L/C Obligations (other~~ in no event later than the ~~L/C Borrowings)~~ Business Day after, receipt by the Borrower of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 50% of the amount of such ~~excess; provided~~Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full and then to the outstanding Revolving Credit (which, ~~however~~in the case of the Revolving Credit, ~~that~~ may be reborrowed or otherwise readvanced subject to the terms and conditions hereof). Notwithstanding the foregoing, the Borrower shall not be required to ~~Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the~~ make a prepayment in ~~full~~ connection with the issuance of new equity securities to the corporate officers or the board of directors of the ~~Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect~~Borrower or any of its Subsidiaries. (iii) ~~Prepayments~~ If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the ~~Facility made pursuant~~ estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this ~~Section 2.4(b~~subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of the Borrower not exceeding $1,000,000 in the aggregate so long as no Default or Event of Default then exists, and (z) in the case of any Disposition not covered by clause (y) above, so long as no Default or Event of Default then exists, if the Borrower states in its notice of such event that the Borrower or the relevant Subsidiary intends to reinvest, within 180 days of the applicable Disposition, the Net Cash Proceeds thereof in assets of the kind then used or useable in the business of the Borrower or any of its Subsidiaries, then the Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually reinvested in such replacement assets with such 180-day period. Promptly after the end of such 180-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such replacement assets and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. The amount of each such prepayment shall be ~~applied, first, ratably to the L/C Borrowings, second, ratably~~ applied first to the outstanding ~~Swingline Borrowings, third, ratably~~ Term Loans until paid in full and then to the outstanding ~~Base Rate Loans~~ Revolving Credit (~~other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth~~which, in the case of ~~prepayments under Section 2.4(b)(ii) only, to Cash Collateralize~~ the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in fullRevolving Credit, may be ~~retained by~~ reborrowed or otherwise readvanced subject to the ~~Borrower~~terms and conditions hereof). ~~Upon~~ If the ~~drawing~~ Administrative Agent or the Required Lenders so request, all proceeds of ~~any Letter~~ such Disposition or Event of ~~Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ Loss shall be ~~applied~~ deposited with the Administrative Agent (~~without any further action~~ or its agent) and held by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance it in ~~a permanent reduction of the Commitments.~~the

Appears in 1 contract

Samples: Credit Agreement (Lamson & Sessions Co)

Mandatory. (i) To If the ~~extent that the Net Cash Proceeds of any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~outstanding Swingline Loans, ~~the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed~~ Revolving Loans and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below). (ii) If for any reason the Total Outstandings L/C Obligations at any time exceed the ~~Aggregate Commitments~~Revolving Credit Commitments then in effect, the Borrower shall ~~immediately~~ prepay ~~Loans and L/C Borrowings and/or~~ the Swingline Loans, Revolving Loans, and, if necessary, Cash Collateralize the L/C Obligations ~~(other than~~ by the ~~L/C Borrowings) in an~~ amount necessary to reduce the sum of the aggregate principal amount ~~equal to such excess; provided~~of Swingline Loans, ~~however~~Revolving Loans, ~~that the Borrower shall not be required to Cash Collateralize the~~ and L/C Obligations ~~pursuant~~ then outstanding to ~~this Section 2.4(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings~~ an amount which does not exceed the ~~Aggregate~~ Revolving Credit Commitments then in effect. (ii) If at any time the Borrowing Base as then determined and computed shall be less than $0, the Borrower shall immediately and without notice or demand pay over an amount equal to the amount necessary to increase the Borrowing Base to $0 to the Administrative Agent for the account of the Lenders as and for a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the Swingline Loans and Revolving Loans until paid in full, then to the Term A Loan, Term B Loan and the Incremental Term Loans (if any) on a combined ratable basis with respect to all such Loans until such Loans are paid in full, with any remaining balance to be held by the Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of Credit. (iii) ~~Prepayments~~ Unless the Borrower otherwise directs, prepayments of ~~the Facility made pursuant to~~ Loans under this Section ~~2.4(b~~1.8(b) shall be ~~applied, first, ratably~~ applied first to ~~the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding~~ Borrowings of Base Rate Loans ~~(other than the Swingline Loans), fourth, ratably~~ until payment in full thereof with any balance applied to ~~the outstanding~~ Borrowings of Eurodollar ~~Rate Loans, and fifth,~~ Loans in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~1.8(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments~~ any Eurodollar Loans or Swingline Loans, accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 1.11 hereof. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~9.4 hereof.

Appears in 1 contract

Samples: Credit Agreement (Whitestone REIT)

Mandatory. (i) To If a Change of Control shall occur and the ~~extent that~~ Borrower has not optionally prepaid in full the ~~Net Cash Proceeds~~ outstanding principal amount of ~~any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ the Advances concurrently with the consummation of ~~Extraordinary Receipts~~such Change of Control, at the Lenders’ option (which option may be exercised in their sole discretion) the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate~~ outstanding principal amount of ~~Loans equal~~ the Advances, in whole or in part as elected by the Lenders, together with (i) the accrued interest to ~~100%~~ the date of such ~~excess Net Cash Proceeds promptly after receipt thereof~~ prepayment on the principal amount prepaid and (or ii) the amounts, if any, required to be paid pursuant to Section 2.09 as a result of such prepayment being made on such date. If the Lenders require the Borrower to prepay the Advances as provided above, the Administrative Agent shall so notify the Borrower in ~~good faith intends to use such Net Cash Proceeds to acquire~~writing, ~~improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets~~ which notice shall specify the amount to be ~~used~~ paid by the Borrower pursuant to this Section 2.04(b). The Borrower shall pay all such amounts in ~~any line~~ full within two Business Days of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% receipt of such ~~Net Cash Proceeds promptly after any earlier date on which the Borrower has determined~~ notice. The foregoing will not ~~to use such Net Cash Proceeds for any such purpose) (all such prepayments~~ be deemed to be ~~applied as set forth in clause (iii) below)~~a consent by Lenders to any Change of Control or a waiver of any Default resulting therefrom. (ii) If ~~for~~ on any ~~reason the Total Outstandings at any time exceed the Aggregate Commitments~~date, the Borrower or any of its Subsidiaries shall ~~immediately prepay Loans and L/C Borrowings and/or~~ receive Net Cash ~~Collateralize the L/C Obligations~~ Proceeds from an asset sale (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required a sale permitted pursuant to clause (i) or and (ii) of Section 6.04 of this ~~Section 2.4(b)~~Agreement) then, ~~the amount remaining~~unless a Reinvestment Notice shall be delivered in respect thereof, ~~if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at~~ such ~~time and, in the case of prepayments under Section 2.4(b)(ii) only, the~~ Net Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral Proceeds shall be applied ~~(without any further action by or notice to or from~~ on such date toward the ~~Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments~~ prepayment of the ~~Facility made~~ Advances, provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount shall be applied toward the prepayment of the Advances and provided, further, that if such Net Cash Proceeds are applied toward the prepayment of the First Lien Debt Obligations as required pursuant to ~~this~~ Section ~~2.4(b~~2.05(b) ~~shall not result under any circumstance in a permanent reduction~~ of the ~~Commitments~~First Lien Credit Agreement, the Borrower’s obligations to prepay the Advances shall be deemed satisfied on a dollar-for-dollar basis to the extent of amounts applied to repay the advances under the First Lien Credit Agreement.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Crusader Energy Group Inc.)

Mandatory. (i) To Within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the ~~extent that the Net Cash Proceeds of any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall ~~deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and~~ prepay an aggregate principal amount of Loans equal to ~~100~~the excess (if any) of (A) 35% of Excess Cash Flow for the fiscal year covered by such ~~excess Net Cash Proceeds promptly after receipt thereof~~ financial statements over (~~or if~~ B) the ~~Borrower in good faith intends to use such Net Cash Proceeds to acquire~~aggregate principal amount of the Term A Loan or, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent ~~that, within such 365 day period~~accompanied by a permanent reduction in the Aggregate Commitments, the ~~Relevant Parties have not used~~ Committed Loans prepaid pursuant to Section 2.05(a)(i) during the fiscal year covered by such ~~Net Cash Proceeds for such purpose, provided, that~~ financial statements. Each prepayment made pursuant to this clause (i) shall be ~~required~~ applied first to the Term A Loan until the Term A Loan is paid and satisfied in ~~an amount equal to 100% of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose)~~ full (~~all~~ with such prepayments to be applied ~~as set forth~~ to the principal repayment installments of the Term A Loan in ~~clause~~ inverse order of maturity) and second to the Total Revolving Outstandings without reduction of the Aggregate Commitments (~~iii) below~~with such prepayments to be applied first, ratably to the L/C Borrowings and the Swing Line Loans until the L/C Borrowings and the Swing Line Loans are reduced to zero and second, ratably to the Committed Loans until the Committed Loans are repaid in full). (ii) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate ~~Commitments~~Commitments then in effect, the Borrower shall immediately prepay Committed Loans ~~and L/C Borrowings~~ and/or Cash Collateralize the L/C Obligations ~~(other than the L/C Borrowings)~~ in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this ~~Section 2.4(b~~clause (c) unless after the prepayment in full of the ~~Loans and L/C Borrowings~~Loans, the Total Revolving Outstandings exceed the Aggregate Commitments then in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments.

Appears in 1 contract

Samples: Credit Agreement (Heritage-Crystal Clean, Inc.)

Mandatory. (i) To The Borrower shall, at any time when the ~~extent that~~ unpaid principal balance of Revolving Loans and L/C Obligations outstanding exceeds the Revolving Credit Line, prepay the Revolving Loans, and, if necessary, prefund the L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Revolving Loans and L/C Obligations then outstanding to the amount to which the Revolving Credit Line has been so reduced. (ii) If at any time the sum of the unpaid principal balance of the Revolving Loans and the L/C Obligations then outstanding shall be in excess of the Borrowing Base as determined on the basis of the most recent Borrowing Base Certificate, the Borrower shall within 2 Business Days’ pay over the amount of the excess to the Bank as and for a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the Revolving Loans until paid in full with any remaining balance to be held by the Bank in the Collateral Account as security for the Obligations owing with respect to the Letters of Credit. (iii) If the Borrower shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the Borrower shall promptly notify the Bank of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower in respect thereof) and, within 2 Business Days of receipt by the Borrower of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as (A) such Net Cash Proceeds ~~promptly after any earlier date on which~~ are applied to replace or restore the ~~Borrower has determined not to use such~~ relevant Property in accordance with the relevant Collateral Documents or (B) the Net Cash Proceeds ~~for~~ received from such Event of Loss are less than CDN$25,000, (y) this subsection shall not require any such ~~purpose~~prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of the Borrower not exceeding CDN $100,000 in the aggregate so long as no Default then exists, and (z) ~~(all such prepayments to be applied as set forth~~ in the case of any Disposition not covered by clause (~~iii~~y) ~~below). (ii) If for any reason~~ above, so long as no Default then exists, if the ~~Total Outstandings at any time exceed~~ Borrower states in its notice of such event that the ~~Aggregate Commitments~~Borrower intends to reinvest, within 180 days of the applicable Disposition, the ~~Borrower shall immediately prepay Loans and L/C Borrowings and/or~~ Net Cash ~~Collateralize~~ Proceeds thereof in assets similar to the ~~L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal~~ assets which were subject to such ~~excess; provided~~Disposition, ~~however, that~~ then the Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash ~~Collateralize~~ Proceeds to the ~~L/C Obligations pursuant to this Section 2.4(b) unless~~ extent such Net Cash Proceeds are actually reinvested in such similar assets with such 180-day period. Promptly after the end of such 180-day period, the Borrower shall notify the Bank whether the Borrower has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. The amount of each such prepayment shall be applied first to the outstanding Term Loan A and Term Loan B until paid in full and then to the Revolving Facility, provided that proceeds from an Event of Loss relating to Eligible Inventory and Eligible Receivables then included in the Borrowing Base shall first be applied to the Revolving Facility, but without a reduction of the ~~Loans~~ Revolving Credit Line. If the Bank so requests, all proceeds of such Disposition or Event of Loss shall be deposited with the Bank (or its agent) and ~~L/C Borrowings~~held by it in the Collateral Account. So long as no Event of Default exists, the ~~Total Outstandings exceed~~ Bank shall disburse amounts representing such proceeds from the ~~Aggregate Commitments then in effect~~Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (~~iii~~iv) ~~Prepayments~~ If after the Effective Date the Borrower shall issue any Indebtedness, other than Indebtedness permitted by Section 8.7, the Borrower shall promptly notify the Bank of the ~~Facility made pursuant~~ estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower in respect thereof. Within 2 Business Days of receipt by the Borrower of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Term Loan A and Term Loan B until paid in full and then to the Revolving Facility, but without a reduction of the Revolving Credit Line. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Bank for any breach of Section 8.7 or any other terms of the Loan Documents. (v) Unless the Borrower otherwise directs, prepayments of Loans under this Section ~~2.4(b~~2.11(b) shall be ~~applied, first, ratably~~ applied first to ~~the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding~~ Borrowings of Prime Rate Loans or U.S. Base Rate Loans ~~(other than the Swingline Loans), fourth, ratably~~ until payment in full thereof with any balance applied to ~~the outstanding Eurodollar Rate Loans, and fifth,~~ Borrowings of Bankers’ Acceptances LIBOR Loans in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~2.11(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments~~ the Term Loan A or Term Loan B or any LIBOR Loans, accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Bank under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 4.5. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~9.4.

Appears in 1 contract

Samples: Credit Agreement (Pioneer Power Solutions, Inc.)

Mandatory. (i1) To The Issuer shall redeem the ~~extent~~ outstanding principal amount of the Tranche of the Global Note related to the affected Aircraft in full (together with accrued and unpaid interest thereon, and in the case of clause (x) below, the Make-Whole Amount calculated on the principal amount payable to the Holders for a Fixed Rate Global Note (if any) or the Prepayment Premium for a Floating Rate Global Note (if any), as applicable, and all other amounts then owing by the Issuer hereunder and under the other Operative Documents with respect to such Aircraft): (x) prior to or contemporaneously with the early termination of the Lease with respect to such Aircraft, or (y) on the Settlement Date relating to an Event of Loss with respect to such Aircraft unless a Replacement Aircraft is substituted for such Aircraft in accordance with the terms of the Lease, and the Indenture Trustee hereby acknowledges that the ~~Net Cash Proceeds~~ Security Trustee may require that any funds held by the Security Trustee be applied to any redemption of such Tranche or such Global Note. The Issuer (acting solely at the direction of the Lessee) shall give the Indenture Trustee and Ex-Im Bank not less than ten (10) Business Days notice of any ~~Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~such redemption; provided however, ~~the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood~~ that failure to ~~deliver~~ give such notice shall not ~~constitute a Default or Event~~ affect the obligation of ~~Default hereunder) and prepay an aggregate principal amount of Loans equal~~ the Issuer to ~~100% of~~ make such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below)redemption payment. (ii2) If In the event the Lessee becomes obliged pursuant to Section 3(i) of the Lease to pay the Issuer the Termination Value for ~~any reason the Total Outstandings at any time exceed the Aggregate Commitments~~an Aircraft, the ~~Borrower~~ Issuer shall ~~immediately prepay Loans and L/C Borrowings and/or Cash Collateralize~~ redeem the ~~L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal~~ Global Note, or Tranche thereof, relating to such ~~excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment~~ Aircraft in full (together with accrued and unpaid interest thereon, Make-Whole Amount or Prepayment Premium (if applicable) and all other amounts then owing by Issuer hereunder and under the other Operative Documents) on the ACMI Termination Date for such Aircraft. The Issuer (acting solely at the direction of the ~~Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b~~Lessee) shall ~~be applied, first, ratably to~~ give the ~~L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other~~ Indenture Trustee and Ex-Im Bank not less than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments.ten

Appears in 1 contract

Samples: Indenture (Atlas Air Worldwide Holdings Inc)

Mandatory. (i) To If at any time the ~~extent that~~ Commitment Usage exceeds the ~~Net Cash Proceeds~~ aggregate amount of ~~any Asset Sale~~ the Commitments of the Lenders in effect at such time, or ~~Extraordinary Receipt~~ the Swing Principal Debt exceeds ~~$25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~the Swing Line Commitment, ~~the~~ then Borrower shall ~~deliver~~ immediately pay to Administrative Agent for the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event~~ respective accounts of ~~Default hereunder) and prepay an aggregate principal~~ the appropriate Lenders the amount of ~~Loans~~ such excess; provided that, on any such date that a mandatory prepayment is due under this SECTION 2.8(B)(I), if no Principal Debt is then outstanding, but the LC Exposure exceeds the aggregate Commitments of the Lenders then in effect, then Borrower shall provide to Administrative Agent (for itself and for the benefit of Lenders holding participations in the LC Subfacility) cash collateral in an amount at least equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below)excess. (ii) If ~~for~~ (A) as a result of any ~~reason the Total Outstandings at~~ asset disposition by Borrower or any ~~time exceed the Aggregate Commitments~~of its Subsidiaries, ~~the~~ Borrower ~~shall immediately~~ or any such Subsidiary is required to redeem or prepay ~~Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations~~ (or to offer to redeem or prepay) any Debt (other than the ~~L/C Borrowings~~Obligations) by a particular date (the "SUBJECT DATE") in an ~~aggregate~~ amount equal to all or a portion of the net cash proceeds received by such entity from such asset disposition (the "ASSET DISPOSITION PROCEEDS"), and (B) such obligations to redeem or prepay (or to offer to redeem or prepay) such other Debt may be avoided by prepayment of the Obligations in an amount equal to such ~~excess; provided~~Asset Disposition Proceeds on or prior to the Subject Date, ~~however~~then not less than 30 days prior to the Subject Date, ~~that the~~ Borrower shall ~~not~~ pay to Administrative Agent (for the ratable benefit of Lenders) a mandatory prepayment of the Obligations (and the Commitment shall be concurrently reduced) in an amount equal to such Asset Disposition Proceeds. If Borrower is required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the pay any outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) Loans by reason of this Section ~~2.4(b),~~ prior to the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization end of the ~~remaining L/C Obligations in full~~applicable Interest Period therefor, ~~may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ then Borrower shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result pay all amounts due under ~~any circumstance in a permanent reduction of the Commitments~~SECTION 4.5.

Appears in 1 contract

Samples: Credit Agreement (Allied Capital Corp)

Mandatory. ~~(i) To the extent that the~~ On each date on which Lender actually receives a distribution of Net ~~Cash~~ Proceeds, and if Lender is not obligated to make such Net Proceeds ~~of any Asset Sale~~ available to Borrower for Restoration or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~otherwise remit such Net Proceeds to Borrower pursuant to Section 8.5 hereof, ~~the Borrower~~ Lender shall ~~deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ apply an ~~aggregate principal~~ amount ~~of Loans~~ equal to one hundred percent (100% %) of such ~~excess~~ Net ~~Cash~~ Proceeds ~~promptly after receipt thereof~~ as a prepayment of the Debt in an amount up to the Release Price associated with the Individual Property (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale provided that to the extent ~~that~~Net Proceeds are less than such Release Amount, ~~within such 365 day period~~provided there exists no Event of Default, ~~the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment~~ Borrower shall be ~~required~~ permitted to prepay the Loan in an amount equal to ~~100%~~ the remainder of such ~~Net Cash Proceeds promptly after~~ Release Price in compliance with the requirements of Section 2.6(a) hereof without the payment of any ~~earlier date on~~ Spread Maintenance Premium) to which ~~the Borrower has determined not to use~~ such Net ~~Cash~~ Proceeds ~~for~~ relate together with any Compensating Interest and any Breakage Costs associated therewith and any other sums due in connection therewith. All Net Proceeds in excess of such ~~purpose~~Release Price and Compensating Interest and Breakage Costs associated therewith (if any) and any other sums due in connection therewith shall (~~all such prepayments to~~ i) if an Event of Default has occurred and is continuing, be held and applied by Lender in accordance with the terms of this Agreement and the other Loan Documents and (ii) if no Event of Default has occurred and is continuing be applied as ~~set forth in clause~~ follows: (~~iii~~A) below). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments, the Borrower shall immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ~~ratably~~ to the ~~L/C Borrowings~~Mezzanine A Loan up to the Mezzanine A Release Price for the affected Individual Property (together with any Compensating Interest (as defined in the Mezzanine A Loan Agreement) and any Breakage Costs (as defined in the Mezzanine A Loan Agreement) associated therewith and any other sums due in connection therewith), (B) second, ~~ratably~~ to the ~~outstanding Swingline Borrowings, third, ratably~~ Mezzanine B Loan up to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments.Mezzanine B Release

Appears in 1 contract

Samples: Loan Agreement (Ashford Hospitality Trust Inc)

Mandatory. (i) To The Borrower shall, on the ~~extent that~~ third Business Day following the receipt by the Borrower after the Effective Date of (A) Net Cash Proceeds from any Covered Asset Sales or (B) Net Cash Proceeds from the incurrence of any ~~Asset Sale~~ Bridge Debt, offer to prepay, on a pro rata basis, an aggregate principal amount of the Term Loans in an amount equal to the Banks’ Ratable Share of such Net Cash Proceeds and the Term Loan Banks shall have the option to accept or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ refuse such prepayment in accordance with the provisions set forth in Section 2.10(c). Upon the payment in full of ~~Extraordinary Receipts~~the Term Loans, the Borrower shall ~~deliver~~ apply such Net Cash Proceeds to prepay the ~~notice required under~~ Revolving Credit Loans outstanding at such time (without any reduction of Revolving Credit Loan Commitments, except as set forth in Section ~~6.3(e~~2.09(b)(ii)). (ii) ~~hereunder~~ The Borrower shall, on the third Business Day following the date of receipt of Net Cash Proceeds from the issuance of Debt by any Subsidiary of the Borrower permit- xxx pursuant to Section 5.07(b)(ii) (~~it being agreed and understood that failure~~ but only to ~~deliver such notice shall not constitute a Default or Event of Default hereunder~~the extent applicable pursuant to the proviso thereof) and Section 5.07(b)(vi) (but only to the extent the Debt was incurred by IPALCO or a Subsidiary Guarantor), offer to prepay an aggregate principal amount of the Term Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments, the Borrower shall immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to the Banks’ Ratable Share of such ~~excess; provided, however, that~~ Net Cash Proceeds (other than $200,000,000 of additional Debt of IPALCO and the ~~Borrower~~ Subsidiary Guarantors incurred after the date hereof). The Term Loan Banks shall ~~not be required~~ have the option to ~~Cash Collateralize the L/C Obligations~~ accept or refuse any prepayment pursuant to this Section ~~2.4(b~~2.10(b)(ii) ~~unless after~~ in accordance with the ~~prepayment~~ provisions set forth in Section 2.10(c). So long as Net Cash Proceeds referred to in this Section 2.10(b)(ii) are received by the Borrower, the Borrower agrees to use all reasonable efforts to cause all such Net Cash Proceeds permitted to be distributed to be so distributed. Upon the payment in full of the ~~Loans and L/C Borrowings~~Term Loans, the ~~Total Outstandings exceed~~ Borrower shall apply such Net Cash Proceeds to prepay the Aggregate Commitments then in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of ~~the~~ Revolving Credit Loan Commitments).”

Appears in 1 contract

Samples: Credit and Reimbursement Agreement (Aes Corp)

Mandatory. (i) To If the ~~extent that~~ Borrower or any Guarantor shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Guarantor in respect thereof) and, promptly upon receipt by the Borrower or such Guarantor of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds ~~promptly after any earlier date on which~~ are applied to replace or restore the ~~Borrower has determined~~ relevant Property in accordance with the relevant Collateral Documents or to the extent not ~~to use~~ so repaired or replaced, apply such Net Cash Proceeds ~~for~~ to promptly prepay such Obligations, (y) this subsection shall not require any such ~~purpose~~prepayment with respect to Net Cash Proceeds received on account of Dispositions or Events of Loss during any fiscal year of the Borrower not exceeding $250,000 (the “Threshold Amount”) in the aggregate so long as no Default or Event of Default then exists, and (~~all such prepayments to be applied as set forth~~ z) in the case of any Disposition not covered by clause (~~iii~~y) ~~below). (ii) If for any reason~~ above, so long as no Default or Event of Default then exists, if the ~~Total Outstandings at any time exceed~~ Borrower states in its notice of such event that the ~~Aggregate Commitments~~Borrower or the relevant Guarantor intends to reinvest, within 180 days of the applicable Disposition, the ~~Borrower shall immediately prepay Loans and L/C Borrowings and/or~~ Net Cash ~~Collateralize~~ Proceeds thereof in assets similar to the ~~L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal~~ assets which were subject to such ~~excess; provided~~Disposition or other assets useful in the Borrower’s or such Guarantor’s business, ~~however, that~~ then the Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash ~~Collateralize~~ Proceeds to the extent such Net Cash Proceeds are actually reinvested in such similar assets within such 180-day period. Promptly after the end of such 180-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Guarantor has reinvested such Net Cash Proceeds in such similar or other useful assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested, provided, that if at the end of such 180-day period such Net Cash Proceeds are contractually committed to be reinvested, the Borrowers shall prepay any such Net Cash Proceeds in excess of the Threshold Amount upon the earlier of (i) termination of such commitment and (ii) if such amount is not so expended, the first day following the date such amount was contractually committed to be expended, but in any event not later than the date 360 days following the applicable Disposition. The amount of each such prepayment shall be applied, first to the outstanding Term Loans in the manner set forth in Section 1.9(c) hereof until paid in full and then to the Revolving Credit. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property or in any permitted reinvestment. (ii) If after the Closing Date the Borrower or any Guarantor shall issue new equity securities (whether common or preferred stock or otherwise), other than (A) any sales or issuances of equity securities to the Borrower or any Guarantor, or (B) equity securities of the Parent issued in connection with the exercise of employee stock options that do not give rise to Net Cash Proceeds in excess of $2,500,000 in the aggregate, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Guarantor in respect thereof. Promptly upon receipt by the Borrower or such Guarantor of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to the Equity Issuance Prepayment Percentage of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Term Loans in the manner set forth in Section 1.9(c) hereof until paid in full and then to the Revolving Credit. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.11 (Maintenance of Subsidiaries) or Section 9.1(i) (Change of Control) hereof or any other terms of the Loan Documents. (iii) If after the Closing Date the Borrower or any Guarantor shall issue any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money permitted by Section 8.7(a)-(n) hereof, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Guarantor in respect thereof. Promptly upon receipt by the Borrower or such Guarantor of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Term Loans in the manner set forth in Section 1.9(c) hereof until paid in full and then to the Revolving Credit. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or any other terms of the Loan Documents. (iv) Within 100 days after the end of each fiscal year of the Borrower (commencing with fiscal year ending December 31, 2010), the Borrower shall prepay the Obligations by an amount equal to the Excess Cash Flow Prepayment Percentage of Excess Cash Flow of the Parent, the Borrower and its Subsidiaries for the most recently completed fiscal year of the Borrower. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full and then to the Revolving Credit. (v) The Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 1.13 hereof or otherwise, prepay the Revolving Loans, Swing Loans, and, if necessary, prefund the L/C Obligations ~~pursuant~~ by the amount, if any, necessary to ~~this Section 2.4(b) unless after~~ reduce the ~~prepayment in full~~ sum of the ~~Loans~~ aggregate principal amount of Revolving Loans, Swing Loans, and L/C ~~Borrowings,~~ Obligations then outstanding to the ~~Total Outstandings exceed~~ amount to which the ~~Aggregate~~ Revolving Credit Commitments ~~then in effect~~have been so reduced. (~~iii~~vi) ~~Prepayments~~ Unless the Borrower otherwise directs, prepayments of ~~the Facility made pursuant to~~ Loans under this Section ~~2.4(b~~1.9(b) shall be ~~applied, first, ratably~~ applied first to ~~the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding~~ Borrowings of Base Rate Loans ~~(other than the Swingline Loans), fourth, ratably~~ until payment in full thereof with any balance applied to ~~the outstanding~~ Borrowings of Eurodollar ~~Rate Loans, and fifth,~~ Loans in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~1.9(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments~~ any Term Loans or Eurodollar Loans or Swing Loans, accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 1.12 hereof. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~9.4 hereof.

Appears in 1 contract

Samples: Credit Agreement (Smart Balance, Inc.)

Mandatory. (i) To If the ~~extent that~~ Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds ~~promptly after~~ are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any ~~earlier date on which the Borrower has determined not~~ such prepayment with respect to ~~use such~~ Net Cash Proceeds ~~for~~ received on account of Dispositions during any ~~such purpose~~fiscal year of the Borrower not exceeding $500,000 in the aggregate so long as no Default or Event of Default then exists, and (z) ~~(all such prepayments to be applied as set forth~~ in the case of any Disposition not covered by clause (~~iii~~y) ~~below).~~ above, so long as no Default or Event of Default then exists, if the Borrower states in its notice of such event that the Borrower or the relevant Subsidiary intends to reinvest, within ninety (ii90) ~~If for any reason~~ days of the ~~Total Outstandings at any time exceed the Aggregate Commitments~~applicable Disposition, the ~~Borrower shall immediately prepay Loans and L/C Borrowings and/or~~ Net Cash ~~Collateralize~~ Proceeds thereof in assets similar to the ~~L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal~~ assets which were subject to such ~~excess; provided~~Disposition, ~~however, that~~ then the Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash ~~Collateralize~~ Proceeds to the extent such Net Cash Proceeds are actually reinvested in such similar assets with such 90-day period. Promptly after the end of such 90-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. The amount of each such prepayment shall be applied, subject to Section 1.9(b)(v) below, first to the outstanding Term Loans (to be applied on a ratable basis between the Term A Loans and Acquisition Loans based on the outstanding principal amount thereof) until paid in full and then to the Revolving Credit. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If after the Closing Date the Borrower or any Subsidiary shall issue any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money permitted by Section 8.7 hereof, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied, subject to Section 1.9(b)(v) below, first to the outstanding Term Loans (to be applied on a ratable basis between the Term A Loans and Acquisition Loans based on the outstanding principal amount thereof) until paid in full and then to the Revolving Credit. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or any other terms of the Loan Documents. (iii) Within two (2) days after receipt of the Borrower’s year-end audited financial statements, and in any event within ninety (90) days after the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2008), the Borrower shall prepay the Obligations by an amount equal to the ECF Prepayment Percentage of Excess Cash Flow of Borrower and its Subsidiaries for the most recently completed fiscal year of the Borrower; provided, that for the fiscal year ending December 31, 2008, Excess Cash Flow of the Borrower and its Subsidiaries shall be calculated for the period from July 1, 2008 through December 31, 2008. The amount of each such prepayment shall be applied, subject to Section 1.9(b)(v) below, first to the outstanding Term Loans (to be applied on a ratable basis between the Term A Loans and Acquisition Loans based on the outstanding principal amount thereof) until paid in full and then to the Revolving Credit. (iv) The Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 1.13 hereof, prepay the Revolving Loans, Swing Loans, and, if necessary, prefund the L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Revolving Loans, Swing Loans, and L/C Obligations then outstanding to the amount to which the Revolving Credit Commitments have been so reduced. (v) Notwithstanding anything to the contrary contained in this Section 1.9(b) or elsewhere in this Agreement, any Lender with an outstanding Acquisition Loan shall have the option to waive any mandatory prepayment of such Acquisition Loan pursuant to clauses (i)-(iv), both inclusive, of this Section ~~2.4(b~~1.9(b) ~~unless after~~ (each such prepayment a “Waiveable Mandatory Acquisition Loan Prepayment”) upon the terms and provisions set forth in this Section 1.9(b)(v). In the event any such Lender desires to waive such Lender’s right to receive any such Waiveable Mandatory Acquisition Loan Prepayment in whole or in part, such Lender shall so advise the Administrative Agent no later than the date on which such prepayment is to occur, which notice shall also include the amount such Lender desires to receive in respect of such prepayment. If any such Lender does not provide such notice, it will be deemed to have accepted 100% of such Waiveable Mandatory Acquisition Loan Payment. In the event that any such Lender waives all or any part of such right to receive any such Waiveable Mandatory Acquisition Loan Prepayment, the Administrative Agent shall apply 100% of the amount so waived by such Lender to the Term A Loans then outstanding in accordance with the relevant clause of this Section 1.9(b), provided that no such waiver request shall be honored following the prepayment in full of the ~~Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect~~Term A Loans. (~~iii~~vi) ~~Prepayments~~ Unless the Borrower otherwise directs, prepayments of ~~the Facility made pursuant to~~ Loans (either prepayment of Term Loans or Revolving Loans, as applicable) under this Section ~~2.4(b~~1.9(b) shall be ~~applied, first, ratably~~ applied first to ~~the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding~~ Borrowings of Base Rate Loans ~~(other than the Swingline Loans), fourth, ratably~~ until payment in full thereof with any balance applied to ~~the outstanding~~ Borrowings of Eurodollar ~~Rate Loans, and fifth,~~ Loans in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~1.9(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments~~ any Term Loans or Eurodollar Loans or Swing Loans, accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 1.12 hereof. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~9.4 hereof.

Appears in 1 contract

Samples: Credit Agreement (DG FastChannel, Inc)

Appears in 1 contract

Samples: Credit Agreement (Nexstar Broadcasting Group Inc)

Mandatory. (i) To If any Loan Party or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the ~~extent that~~ Borrower Representative shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the applicable Loan Party or such Subsidiary in respect thereof) and, promptly upon receipt by the applicable Loan Party or such Subsidiary of the Net Cash Proceeds of any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts, the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such ~~notice shall not constitute a Default~~ Disposition or Event of ~~Default hereunder) and~~ Loss, the Borrowers shall prepay the Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds ~~promptly after~~ are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any ~~earlier date~~ such prepayment with respect to Net Cash Proceeds received on ~~which~~ account of Dispositions during any fiscal year of the Loan Parties not exceeding $1,000,000 in the aggregate so long as no Default or Event of Default then exists, and (z) in the case of any Disposition not covered by clause (y) above, so long as no Default or Event of Default then exists, if the Borrower ~~has determined~~ Representative states in its notice of such event that the applicable Loan Party or the applicable Subsidiary intends to reinvest, within 180 days of the applicable Disposition, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition, then the Borrowers shall not be required to ~~use~~ make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually reinvested in such similar assets with such 180-day period. Promptly after the end of such 180-day period, the Borrower Representative shall notify the Administrative Agent whether the applicable Loan Party or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. The amount of each such prepayment shall be applied, first to the outstanding Acquisition Loans until paid in full and then to the Revolving Credit (without a concomitant reduction in Revolving Credit Commitments). If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower Representative’s direction for ~~any~~ application to or reimbursement for the costs of replacing, rebuilding or restoring such ~~purpose) (all such prepayments to be applied as set forth in clause (iii) below)~~Property. (ii) If ~~for~~ after the Closing Date any ~~reason~~ Loan Party or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), other than equity securities issued in connection with the ~~Total Outstandings at any time exceed~~ exercise of employee stock options, equity securities issued to employees, directors or representatives under incentive plans and capital stock of Parent issued to the ~~Aggregate Commitments~~seller of an Acquired Business in connection with an Acquisition permitted hereby, the Borrower Representative shall ~~immediately~~ promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the applicable Loan Party or such Subsidiary in respect thereof. Promptly upon receipt by the applicable Loan Party or such Subsidiary of Net Cash Proceeds of such issuance, the Borrowers shall prepay ~~Loans and L/C Borrowings and/or Cash Collateralize~~ the ~~L/C~~ Obligations ~~(other than the L/C Borrowings)~~ in an aggregate amount equal to 50% of the amount of such ~~excess; provided~~Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Acquisition Loans until paid in full and then to the Revolving Credit (without a concomitant reduction in Revolving Credit Commitments). Each of the Borrowers acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.11 (Maintenance of Subsidiaries) or Section 9.1(i) (Change of Control) hereof or any other terms of the Loan Documents. (iii) If after the Closing Date any Loan Party or any Subsidiary shall issue any Indebtedness, ~~however~~other than Indebtedness permitted by Section 8.7(a)-(h) hereof, ~~that~~ the Borrower Representative shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the applicable Loan Party or such Subsidiary in respect thereof. Promptly upon receipt by the applicable Loan Party or such Subsidiary of Net Cash Proceeds of such issuance, the Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Acquisition Loans until paid in full and then to the Revolving Credit (without a concomitant reduction in Revolving Credit Commitments). Each of the Borrowers acknowledges that its performance hereunder shall not ~~be required~~ limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or any other terms of the Loan Documents. (iv) The Borrowers shall, on each date the Revolving Credit Commitments are reduced pursuant to ~~Cash Collateralize~~ Section 1.13 hereof, prepay the Revolving Loans, Swing Loans, and, if necessary, prefund the L/C Obligations ~~pursuant~~ by the amount, if any, necessary to ~~this Section 2.4(b) unless after~~ reduce the ~~prepayment in full~~ sum of the ~~Loans~~ aggregate principal amount of Revolving Loans, Swing Loans, and L/C ~~Borrowings,~~ Obligations then outstanding to the ~~Total Outstandings exceed~~ amount to which the ~~Aggregate~~ Revolving Credit Commitments ~~then in effect~~have been so reduced. (~~iii~~v) ~~Prepayments~~ Unless the Borrower Representative otherwise directs, prepayments of ~~the Facility made pursuant to~~ Loans under this Section ~~2.4(b~~1.9(b) shall be ~~applied, first, ratably~~ applied first to ~~the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding~~ Borrowings of Base Rate Loans ~~(other than the Swingline Loans), fourth, ratably~~ until payment in full thereof with any balance applied to ~~the outstanding~~ Borrowings of Eurodollar ~~Rate Loans, and fifth,~~ Loans in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~1.9(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments~~ any Acquisition Loans or Eurodollar Loans or Swing Loans, accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 1.12 hereof. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~9.4 hereof.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Sparton Corp)

Mandatory. (i) To [Reserved]. (ii) If any member of the ~~extent that the Net Cash Proceeds of~~ Restricted Group makes any Asset ~~Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale~~ Disposition that results in the realization or receipt by any member of ~~Extraordinary Receipts~~the Restricted Group of Net Available Cash, the relevant Borrower shall ~~deliver~~ cause to be prepaid on the ~~notice required under~~ date of the realization or receipt by any member of the Restricted Group of such Net Available Cash (or, in the event of Net Available Cash which may be reinvested as set forth below in this clause (ii), on the date such reinvestment period expires), subject to clause (b)(vii) of this Section ~~6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ 2.05, an aggregate principal amount of Loans ~~equal~~ in an amount to ~~100%~~ ensure that the Consolidated Senior Secured Net Leverage Ratio does not exceed 4.00:1.00 on a pro forma basis after taking into account such Asset Dispositions and prepayments (but ignoring such Net Available Cash for purposes of determining compliance); provided that at the option of the Borrowers, the Borrowers may use all or any portion of the Net Available Cash received in connection with an Asset Disposition in the business of the Restricted Group, including to make acquisitions, investments, capital expenditures or operational expenditures, in each case within 12 months of such ~~excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use~~ receipt, and such ~~Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets~~ proceeds shall not be required to be ~~used in any line of business not prohibited by Section 7.7, then on or before~~ applied to prepay the ~~365th day after such Asset Sale~~ Loans except to the extent ~~that~~not, within 12 months of such ~~365 day~~ receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds is not so used within such 12 month period but within such 12 month period is contractually committed to be used, then if such proceeds are not so used within 180 days from the end of such 12 month period, ~~the Relevant Parties have not used~~ then such ~~Net Cash Proceeds for such purpose, provided, that prepayment~~ remaining portion shall be required to prepay the Loans (to the extent otherwise required by this clause (b)(ii)), as of the date or such termination; and provided further that, if at the time that any such prepayment would be required, the Borrowers (or any Restricted Subsidiary) is required to offer to repurchase other Senior Secured Indebtedness pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Disposition (such Senior Secured Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Available Cash on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; and provided further that no such prepayment under this Section 2.05(b)(ii) shall be required where the amount of any such prepayment would be less than the greater of $100,000,000 and 3.0% of Total Assets. (iii) If any member of the Restricted Group incurs or issues any Indebtedness after the Closing Date not permitted to be incurred or issued pursuant to Section 4.09 of Annex II, the Borrowers shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all net cash proceeds received therefrom on or prior to the date of receipt by such ~~Net Cash Proceeds promptly after any earlier date on which~~ member of the ~~Borrower has determined not to use~~ Restricted Group of such ~~Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below)~~net cash proceeds. (iiiv) If any Borrower incurs or issues any Refinancing Loans resulting in net cash proceeds (as opposed to such Refinancing Loans arising out of an exchange of existing Term Loans for such Refinancing Loans), such Borrower (or the Company on its behalf) shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all net cash proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower of such net cash proceeds. (v) If for any reason the ~~Total Outstandings at any time exceed the Aggregate Commitments~~aggregate Outstanding Amount of Revolving Credit Loans, ~~the Borrower shall immediately prepay~~ Swing Line Loans and L/C ~~Borrowings~~ Obligations at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrowers shall promptly prepay Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations ~~(other than the L/C Borrowings)~~ in an aggregate amount equal to such excess; ~~provided, however,~~ provided that the ~~Borrower~~ Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section ~~2.4(b~~2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and ~~L/C Borrowings,~~ Swing Line Loans such aggregate Outstanding Amount exceeds the ~~Total Outstandings exceed the Aggregate~~ aggregate Revolving Credit Commitments then in effect. (~~iii~~vi) ~~Prepayments~~ Each prepayment of ~~the Facility made~~ Term Loans pursuant to ~~this~~ Section ~~2.4(b~~2.05(b) (A) shall be applied either (x) ratably to each Class of Term Loans then outstanding or (y) as requested by a Borrower in the notice delivered pursuant to clause (vii) below, to any Class or Classes of Term Loans, (B) shall be applied, ~~first~~with respect to each such Class for which prepayments will be made (treating for this purpose, ~~ratably~~ for the avoidance of doubt, the Term B-1 Loans and the Term B-2 Loans as a single class), in a manner determined at the discretion of the Borrower in the applicable notice and (C) shall be paid to the ~~L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans~~ Appropriate Lenders in accordance with their respective Pro Rata Share (or other ~~than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate~~ applicable share provided by this Agreement) of each such Class of Term Loans, ~~and fifth~~subject to clause (vii) of this Section 2.05(b). Notwithstanding clause (A) above, (1) in the case of prepayments ~~under~~ pursuant to Section ~~2.4(b)(ii~~2.05(b)(iv), such prepayment shall be applied in accordance with this clause (vi) ~~only,~~ solely to ~~Cash Collateralize~~ those applicable Classes of Term Loans selected by the ~~remaining L/C Obligations; and,~~ Borrower and specified in the ~~case~~ applicable Refinancing Amendment or notice (i.e., the applicable Refinanced Debt) and (2) any Additional Facility Joinder Agreement or Extension Amendment may provide (including on an optional basis as elected by the Borrower) for a less than ratable application of prepayments to any Class of Term Loans established thereunder. (vii) A Borrower shall notify the ~~Facility~~ Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made by said Borrower pursuant to ~~clause (i) or~~ clauses (ii) and (iii) of this Section ~~2.4(b~~2.05(b) at least two (2) Business Days prior to the date of such prepayment (unless otherwise agreed by the Administrative Agent). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by such Borrower. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the ~~amount remaining~~“Declined Proceeds”) of Term Loans required to be made pursuant to clauses (ii) and (iii) of this Section 2.05(b) by providing written notice (each, ~~if any,~~ a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment on a pro rata basis in ~~full~~ accordance with the amounts of ~~all L/C Borrowings~~ the Term Loans of such Lender (with such non-declining Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and ~~Loans outstanding at such time and,~~ in the ~~case~~ manner specified by the Administrative Agent). To the extent such non-declining Term Lenders elect to decline their Pro Rata Share of ~~prepayments under~~ such Declined Proceeds, any Declined Proceeds remaining thereafter shall be retained by a Borrower. (viii) Notwithstanding any other provisions of this Section ~~2.4(b)(ii~~2.05, (i) ~~only~~to the extent that any of or all the Net Available Cash of any Asset Disposition by a Restricted Subsidiary is prohibited or delayed by applicable local law from being repatriated to the jurisdiction of the relevant Borrower, the portion of such Net Available Cash ~~Collateralization of~~ so affected will not be required to be applied to repay Term Loans at the ~~remaining L/C Obligations~~ times provided in ~~full,~~ this Section 2.05(b) but may be retained by the ~~Borrower. Upon~~ applicable Restricted Subsidiary so long, but only so long, as the ~~drawing~~ applicable local law will not permit repatriation to the jurisdiction of the relevant Borrower (a Borrower hereby agreeing to use commercially reasonable efforts to cause the applicable Restricted Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any ~~Letter~~ of ~~Credit that has been~~ such affected Net Available Cash ~~Collateralized~~is permitted under the applicable local law, ~~the funds held as~~ such repatriation will be promptly effected and an amount equal to such repatriated Net Available Cash ~~Collateral shall~~ will be promptly (and in any event not later than five (5) Business Days after such repatriation) applied (~~without any further action by~~ net of additional taxes payable or ~~notice to or from the Borrower or any other Loan Party~~reserved against as a result thereof) to ~~reimburse~~ the ~~L/C Issuer or the Lenders, as applicable. Prepayments~~ repayment of the ~~Facility made~~ Term Loans pursuant to this Section ~~2.4(b~~2.05(b) ~~shall~~ to the extent provided herein and (ii) to the extent that a Borrower has determined in good faith that repatriation of any of or all the Net Available Cash of any such Asset Disposition would have material adverse tax consequences (as determined in good faith by a Borrower) with respect to such Net Available Cash, such Net Available Cash so affected will not ~~result under any circumstance~~ be required to be applied to repay Term Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Restricted Subsidiary. (ix) Upon becoming aware of a ~~permanent reduction~~ Change of Control (excluding a Change of Control upon the consummation of the ~~Commitments~~Liberty Acquisition): (A) the Company or, after a Permitted Affiliate Group Designation Date, a Permitted Affiliate Parent, as applicable, shall promptly notify the Administrative Agent; and (B) if the Required Lenders so require, the Administrative Agent shall, by not less than 30 Business Days’ notice to the Company, cancel each Facility and declare all outstanding Borrowings, together with accrued interest and all other relevant amounts accrued under the Loan Documents immediately due and payable, whereupon each Facility will be cancelled and all such outstanding amounts will become immediately due and payable.

Appears in 1 contract

Samples: Credit Agreement (Liberty Global PLC)

Mandatory. (i) To The Borrower shall, on each date the ~~extent that~~ Revolving Credit Commitments are reduced pursuant to Section 2.11, prepay the Swingline Loans, Revolving Loans, and, if necessary, prefund the L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Swingline Loans, Revolving Loans, and L/C Obligations then outstanding to the amount to which the Revolving Credit Commitments have been so reduced. (ii) If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition (other than a Disposition permitted pursuant to Section 8.10 hereof) or shall suffer an Event of Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds ~~promptly after~~ are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any ~~earlier date on which the Borrower has determined not~~ such prepayment with respect to ~~use such~~ Net Cash Proceeds ~~for~~ received on account of Dispositions during any ~~such purpose~~fiscal year of the Borrower not exceeding $10,000,000 in the aggregate so long as no Default then exists, and (z) ~~(all such prepayments to be applied as set forth~~ in the case of any Disposition not covered by clause (~~iii~~y) ~~below). (ii) If for any reason~~ above, so long as no Default then exists, if the ~~Total Outstandings at any time exceed~~ Borrower states in its notice of such event that the ~~Aggregate Commitments~~Borrower or the relevant Subsidiary intends to reinvest, within 180 days of the applicable Disposition, the ~~Borrower shall immediately prepay Loans and L/C Borrowings and/or~~ Net Cash ~~Collateralize~~ Proceeds thereof in assets similar to the ~~L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal~~ assets which were subject to such ~~excess; provided~~Disposition, ~~however, that~~ then the Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash ~~Collateralize~~ Proceeds to the ~~L/C Obligations pursuant to this Section 2.4(b) unless~~ extent such Net Cash Proceeds are actually reinvested in such similar assets with such 180‑day period. Promptly after the end of such 180‑day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. The amount of each such prepayment ~~in full~~ shall be applied to the Revolving Facility, but without a reduction of the ~~Loans~~ Revolving Credit Commitments. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) and ~~L/C Borrowings~~held by it in the Collateral Account. So long as no Default exists, the ~~Total Outstandings exceed~~ Administrative Agent is authorized to disburse amounts representing such proceeds from the ~~Aggregate Commitments then in effect~~Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (iii) ~~Prepayments~~ If after the Closing Date the Borrower or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), other than Excluded Equity Issuances, the Borrower shall promptly notify the Administrative Agent of the ~~Facility made pursuant~~ estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the Revolving Facility, but without a reduction of the Revolving Credit Commitments. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.11 (Maintenance of Subsidiaries) or Section 9.1(i) (Change of Control) or any other terms of the Loan Documents. (iv) If after the Closing Date the Borrower or any Subsidiary shall issue any Indebtedness, other than Indebtedness permitted by Section 8.7, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the Revolving Facility, but without a reduction of the Revolving Credit Commitments. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 or any other terms of the Loan Documents. (v) Unless the Borrower otherwise directs, prepayments of Loans under this Section ~~2.4(b~~2.8(b) shall be ~~applied, first, ratably~~ applied first to ~~the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding~~ Borrowings of Base Rate Loans ~~(other than the Swingline Loans), fourth, ratably~~ until payment in full thereof with any balance applied to ~~the outstanding~~ Borrowings of Eurodollar ~~Rate Loans, and fifth,~~ Loans in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~2.8(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments~~ any Eurodollar Loans or Swingline Loans, accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 4.5. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~9.4.

Appears in 1 contract

Samples: Credit Agreement (Cal-Maine Foods Inc)

Mandatory. (i) To If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make an Asset Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any Fiscal Year, then (x) the ~~extent that~~ Borrowers shall promptly notify the Administrative Agent of such proposed Asset Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of ~~any~~ such Asset ~~Sale~~ Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ such Event of ~~Extraordinary Receipts~~Loss, the ~~Borrower~~ Borrowers shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds ~~promptly after any earlier date on which~~ in excess of $1,000,000; provided that in the case of each Asset Disposition and Event of Loss, if the Borrowers state in such notice of such event that the applicable Borrower ~~has determined~~ or the applicable Subsidiary intends to invest or reinvest, as applicable, within twelve (12) months of the applicable Asset Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like‑kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to ~~use~~ make a mandatory prepayment under this Section in respect of such Net Cash Proceeds ~~for any~~ to the extent such ~~purpose~~Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such twelve (12) month period. Promptly after the end of such twelve (~~all~~ 12) month period, the Borrowers shall notify the Administrative Agent whether such ~~prepayments~~ Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $1,000,000 not so invested or reinvested. The amount of each such prepayment shall be applied first to the outstanding Priority Term Loans and Incremental Priority Term Loans, if any, until paid in full (such payments being applied to the remaining amortization payments on the Priority Term Loans and Incremental Priority Term Loans, if any, in the inverse order of maturity), then to the outstanding Second Out Term Loans and Incremental Second Out Term Loans, if any, until paid in full (such payments being applied to the remaining payments on the Second Out Term Loans and Incremental Second Out Term Loans, if any, in the inverse order of maturity), then to the Revolving Loans until paid in full, and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Asset Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in the Collateral Account. So long as ~~set forth in clause (iii) below)~~no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If after the Closing Date either Borrower or any Subsidiary shall issue any new Ownership Interests (other than Excluded Equity Issuances) or incur or assume any Indebtedness other than that permitted by Section 7.1 (other than Indebtedness permitted by Section 7.1(m)), the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance, incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such issuance, incurrence or assumption the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Priority Term Loans and Incremental Priority Term Loans, if any, until paid in full (such payments being applied to the remaining amortization payments on the Priority Term Loans and Incremental Priority Term Loans, if any, in the inverse order of maturity), then to the outstanding Second Out Term Loans and Incremental Second Out Term Loans, if any, until paid in full (such payments being applied to the remaining payments on the Second Out Term Loans and Incremental Second Out Term Loans, if any, in the inverse order of maturity), then to the Revolving Loans until paid in full, and then to the Swing Loans. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any ~~reason the Total Outstandings at~~ breach of Section 7.1 or any ~~time exceed the Aggregate Commitments~~other terms of this Agreement. (iii) On or before April 30th of each year, beginning April 30, 2018, the ~~Borrower~~ Borrowers shall prepay the then‑outstanding Loans by an amount equal to 50% of Excess Cash Flow of the Borrowers on a Consolidated basis for the most recently completed Fiscal Year; provided that, no Excess Cash Flow payment shall be required under this Section 2.8(b)(iii) with respect to such recently completed Fiscal Year to the extent that (A) the Consolidated Total Leverage Ratio is less than 2.50 to 1.00 as of the end of the two consecutive fiscal quarters of the Borrowers immediately ~~prepay~~ preceding the date such Excess Cash Flow payment would otherwise be required under this Section 2.8(b)(iii), and the Borrowers have delivered to the Administrative Agent the compliance certificates required by Section 6.2(a) hereof with detailed calculations evidencing the Consolidated Total Leverage Ratio on such dates and (B) no Default or Event of Default has occurred and is continuing on April 30th of such year when the Excess Cash Flow payment would otherwise be required under this Section 2.8(b)(iii). The amount of each such prepayment shall be applied first to the outstanding Priority Term Loans and ~~L/C Borrowings and/or~~ Incremental Priority Term Loans, if any, until paid in full (such payments being applied to the remaining amortization payments on the Priority Term Loans and Incremental Priority Term Loans, if any, in the inverse order of maturity), then to the outstanding Second Out Term Loans and Incremental Second Out Term Loans, if any, until paid in full (such payments being applied to the remaining payments on the Second Out Term Loans and Incremental Second Out Term Loans, if any, in the inverse order of maturity), then to the Revolving Loans until paid in full, and then to the Swing Loans. (iv) The Borrowers shall, on each date (A) the Revolving Credit Commitments are reduced pursuant to Section 2.10, prepay the Revolving Loans and, if necessary, Swing Loans and, if necessary, in accordance with Section 4, Cash Collateralize the L/C Obligations ~~(other than~~ by the ~~L/C Borrowings) in an aggregate amount equal~~ amount, if any, necessary to ~~such excess; provided, however, that~~ reduce the ~~Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full~~ sum of the aggregate principal amount of Revolving Loans, Swing Loans and L/C ~~Borrowings~~Obligations then outstanding to the amount to which the Revolving Credit Commitments have been so reduced, and (B) a Permitted Refinancing occurs, prepay the applicable Loans subject to such Permitted Refinancing; (v) Notwithstanding the foregoing provisions of this Section 2.8(b), (A) any Lender may waive, by written notice to Borrowers and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder, the ~~Total Outstandings exceed~~ right to receive its amount of such mandatory prepayment of the ~~Aggregate Commitments then in effect~~applicable Loans being prepaid, (B) if any Lender or Lenders elect to waive the right to receive their amount of such mandatory prepayment pursuant to the foregoing clause (A), the total amount that otherwise would have been applied to mandatorily prepay such applicable Loans of such Lender or Lenders shall be applied to prepay the applicable Loans being repaid of the remaining non‑waiving Lender or Lenders holding such Loans on a pro rata basis, based on the respective principal amounts of their outstanding Loans being repaid, and (C) subject to the Intercreditor Agreement, to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be distributed to the Second Lien Administrative Agent (or its designated sub-agent) for application to the Second Lien Term Loans as permitted by the Intercreditor Agreement, and to the extent there are any prepayment amounts remaining thereafter, such amounts may be retained by the Borrowers. (~~iii~~vi) ~~Prepayments~~ Unless the Borrowers otherwise direct, prepayments of ~~the Facility made pursuant to~~ Loans under this Section ~~2.4(b~~2.8(b) shall be ~~applied, first, ratably~~ applied first to ~~the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding~~ Borrowings of Base Rate Loans ~~(other than the Swingline Loans), fourth, ratably~~ until payment in full thereof with any balance applied to ~~the outstanding~~ Borrowings of Eurodollar ~~Rate Loans, and fifth,~~ Loans in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~2.8(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b)~~any Priority Term Loans, ~~the amount remaining~~Incremental Priority Term Loans, if any, ~~after~~ Second Out Term Loans, Incremental Second Out Term Loans, if any, Swing Loans or Eurodollar Loans, accrued interest thereon to the date of prepayment ~~in full of all L/C Borrowings and Loans outstanding at such time and, in~~ together with any amounts due the ~~case of prepayments~~ Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 9.1. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~4.

Appears in 1 contract

Samples: First Lien Credit Agreement (Turning Point Brands, Inc.)

Mandatory. (i) To If any of the ~~extent that~~ Borrowers or any Subsidiary makes any Disposition of the type described in clause (j) of Section 7.05 which results in the realization by such Person of Net Cash ~~Proceeds of any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~Proceeds, the ~~Borrower~~ Borrowers shall ~~deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and~~ prepay an aggregate principal amount of the Loans equal to 100% of ~~such excess~~ the Net Cash Proceeds ~~promptly after receipt thereof (or if~~ received therefrom in excess of $25,000,000 in the ~~Borrower in good faith intends to use such~~ aggregate for the Net Cash Proceeds ~~to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then~~ received from all such Dispositions during the twelve month period most recently ended on or before such date (and including the ~~365th day~~ month in which such Disposition occurred) no later than fifteen (15) days after the end of the month during which such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) Disposition occurred (~~all~~ such prepayments to be applied as set forth in ~~clause~~ clauses (~~iii~~ii) and (v) below, as applicable); provided that, so long as no Event of Default exists at such time, to the extent a Restricted Payment or other distribution to a Borrower is required (notwithstanding the Loan Parties’ commercially reasonable efforts to make such mandatory prepayment without making such Restricted Payment or other payment) in connection with such prepayment (or portion thereof), no prepayment (or a portion thereof) required under this Section 2.05(b)(i) shall be made if the applicable Borrower or the applicable Subsidiary determines in good faith that it would incur liability in respect of Taxes (including any withholding tax) in connection with making such Restricted Payment or other distribution which such Borrower, in its reasonable judgment, deems to be material. Notwithstanding anything in the preceding sentence to the contrary, in the event the limitations or restrictions described therein cease to apply to any prepayment (or portion thereof) required under this Section 2.05(b)(i), the Borrowers shall make such prepayment in an amount equal to the amount of such prepayment previously required to have been made without having given effect to such limitations or restrictions, less the amount by which the Net Cash Proceeds from the applicable Disposition were previously used for the permanent repayment of Indebtedness. (ii) Each prepayment of Term Loans pursuant to the foregoing clause (i) of this Section 2.05(b) shall be applied, first, ratably between the Closing Date Term Loans and the Fourth Amendment Term Loans (and, to the extent set forth in the applicable Increase Joinder, any subsequent Incremental Term Loans) and to the scheduled principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility without any reduction of the Revolving Credit Commitments in the manner set forth in clause (v) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities. (c) If ~~for any reason~~ the ~~Total Outstandings~~ Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed an amount equal to 103% of the ~~Aggregate Commitments~~Revolving Credit Facility then in effect, then, within five Business Days after receipt of such notice, the ~~Borrower~~ Borrowers shall ~~immediately~~ prepay Revolving Credit Loans ~~and L/C Borrowings~~ and/or the Company shall (or shall cause another Loan Party to) Cash Collateralize the L/C Obligations ~~(other than the L/C Borrowings)~~ in an aggregate amount ~~equal~~ sufficient to reduce such ~~excess~~Outstanding Amount as of such date of payment to an amount not to exceed 103% of the Revolving Credit Facility then in effect; provided, however, ~~that~~ that, subject to the ~~Borrower~~ provisions of Section 2.16, the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section ~~2.4(b~~2.05(cb)(iii) unless after the prepayment in full of the Revolving Credit Loans the Total Revolving Credit Outstandings exceed 103% of the Revolving Credit Facility then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the portion of the Total Revolving Credit Outstandings denominated in Alternative Currencies at such time exceeds an amount equal to 103% of the Alternative Currency Sublimit then in effect, then, within five Business Days after receipt of such notice, the Borrowers shall prepay Revolving Credit Loans and/or the Company shall Cash Collateralize the L/C ~~Borrowings,~~ Obligations in an aggregate amount sufficient to reduce such portion of the Total Revolving Credit Outstandings as of such date of payment to an amount not to exceed 103% of the ~~Aggregate Commitments~~ Alternative Currency Sublimit then in effect~~. (iii) Prepayments~~ ; provided, however, that, subject to the provisions of Section 2.16, the ~~Facility made~~ Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section ~~2.4(b~~2.05(db)(iv) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, unless after the prepayment in full of ~~all L/C Borrowings and~~ the Revolving Credit Loans ~~outstanding at such time and,~~ denominated in Alternative Currencies the ~~case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization~~ portion of the ~~remaining L/C Obligations~~ Total Revolving Credit Outstandings denominated in ~~full~~Alternative Currencies exceeds 103% of the Alternative Currency Sublimit then in effect. The Administrative Agent may, ~~may be retained by~~ at any time and from time to time after the ~~Borrower. Upon the drawing~~ initial deposit of ~~any Letter of Credit~~ such Cash Collateral, request that ~~has been Cash Collateralized, the funds held as~~ additional Cash Collateral ~~shall~~ be ~~applied (without any~~ provided in order to protect against the results of further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitmentsexchange rate fluctuations.

Appears in 1 contract

Samples: Credit Agreement (Stericycle Inc)

Mandatory. (i) To If the ~~extent that~~ Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds ~~promptly after~~ are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any ~~earlier date on which the Borrower has determined not~~ such prepayment with respect to ~~use such~~ Net Cash Proceeds ~~for~~ received on account of Dispositions during any ~~such purpose~~fiscal year of the Borrower not exceeding $500,000 in the aggregate so long as no Default or Event of Default then exists, and (z) ~~(all such prepayments to be applied as set forth~~ in the case of any Disposition not covered by clause (~~iii~~y) ~~below).~~ above, so long as no Default or Event of Default then exists, if the Borrower states in its notice of such event that the Borrower or the relevant Subsidiary intends to reinvest, within ninety (ii90) ~~If for any reason~~ days of the ~~Total Outstandings at any time exceed the Aggregate Commitments~~applicable Disposition, the ~~Borrower shall immediately prepay Loans and L/C Borrowings and/or~~ Net Cash ~~Collateralize~~ Proceeds thereof in assets similar to the ~~L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal~~ assets which were subject to such ~~excess; provided~~Disposition, ~~however, that~~ then the Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash ~~Collateralize~~ Proceeds to the extent such Net Cash Proceeds are actually reinvested in such similar assets with such 90-day period. Promptly after the end of such 90-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full and then to the Revolving Credit. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If after the Closing Date the Borrower or any Subsidiary shall issue any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money permitted by Section 8.7(a)-(e) hereof, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full and then to the Revolving Credit. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or any other terms of the Loan Documents. (iii) Within two (2) days after receipt of the Borrower’s year-end audited financial statements, and in any event within ninety (90) days after the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2008), the Borrower shall prepay the Obligations by an amount equal to fifty percent (50%) of Excess Cash Flow of Borrower and its Subsidiaries for the most recently completed fiscal year of the Borrower. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full and then to the Revolving Credit. (iv) The Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 1.13 hereof, prepay the Revolving Loans, Swing Loans, and, if necessary, prefund the L/C Obligations ~~pursuant~~ by the amount, if any, necessary to ~~this Section 2.4(b) unless after~~ reduce the ~~prepayment in full~~ sum of the ~~Loans~~ aggregate principal amount of Revolving Loans, Swing Loans, and L/C ~~Borrowings,~~ Obligations then outstanding to the ~~Total Outstandings exceed~~ amount to which the ~~Aggregate~~ Revolving Credit Commitments ~~then in effect~~have been so reduced. (~~iii~~v) ~~Prepayments~~ Unless the Borrower otherwise directs, prepayments of ~~the Facility made pursuant to~~ Loans (either prepayment of Term Loans or Revolving Loans, as applicable) under this Section ~~2.4(b~~1.9(b) shall be ~~applied, first, ratably~~ applied first to ~~the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding~~ Borrowings of Base Rate Loans ~~(other than the Swingline Loans), fourth, ratably~~ until payment in full thereof with any balance applied to ~~the outstanding~~ Borrowings of Eurodollar ~~Rate Loans, and fifth,~~ Loans in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~1.9(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments~~ any Term Loans or Eurodollar Loans or Swing Loans, accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 1.12 hereof. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~9.4 hereof.

Appears in 1 contract

Samples: Credit Agreement (DG FastChannel, Inc)

Mandatory. (i) To If after the ~~extent that~~ Closing Date the Borrower or any Subsidiary shall issue any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money permitted by Section 8.7(a)-(e) and (g)-(m) hereof, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of ~~any Asset Sale~~ such issuance to be received by or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale~~ for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of ~~Extraordinary Receipts~~Net Cash Proceeds of such issuance, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Term Loans in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of such Net Cash ~~Proceeds promptly after any earlier date on which~~ Proceeds. The Borrower acknowledges that its performance hereunder shall not limit the ~~Borrower has determined not to use such Net Cash Proceeds~~ rights and remedies of the Lenders for any ~~such purpose) (all such prepayments to be applied as set forth in clause (iii) below)~~breach of Section 8.7 hereof or any other terms of the Loan Documents. (ii) If ~~for~~ the Borrower or any ~~reason the Total Outstandings~~ Subsidiary shall at any time ~~exceed~~ or from time to time make or agree to make a Disposition of, or shall suffer an Event of Loss with respect to, any Property (including, without limitation, any intellectual property) or shall receive any Extraordinary Income, then the ~~Aggregate Commitments~~Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss or Extraordinary Income (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and, promptly upon receipt (but in no event later than 5 Business Days after receipt) by the Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss or Extraordinary Income, the Borrower shall ~~immediately~~ prepay ~~Loans and L/C Borrowings and/or Cash Collateralize~~ the ~~L/C~~ Obligations ~~(other than the L/C Borrowings)~~ in an aggregate amount equal to 50% of the amount of all such ~~excess~~Net Cash Proceeds; ~~provided~~provided that (x) so long as no Default or Event of Default then exists, ~~however~~this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of the Borrower not exceeding $50,000 in the aggregate so long as no Default or Event of Default then exists, and (z) in the case of any Disposition not covered by clause (y) above, so long as no Default or Event of Default then exists, if the Borrower states in its notice of such event that the Borrower or the relevant Subsidiary intends to reinvest, within 90 days of the applicable Disposition, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition, then the Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash ~~Collateralize~~ Proceeds to the extent such Net Cash Proceeds are actually reinvested in such similar assets with such 90-day period. Promptly after the end of such 90-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. The amount of each such prepayment shall be applied to the outstanding Term Loans until paid in full and then to the Revolving Credit. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower's direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (iii) The Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 1.13 hereof, prepay the Revolving Loans and, if necessary, prefund the L/C Obligations ~~pursuant~~ by the amount, if any, necessary to ~~this Section 2.4(b) unless after~~ reduce the ~~prepayment in full~~ sum of the aggregate principal amount of Revolving Loans and L/C ~~Borrowings,~~ Obligations then outstanding to the ~~Total Outstandings exceed~~ amount to which the ~~Aggregate~~ Revolving Credit Commitments ~~then in effect~~have been so reduced. (~~iii~~iv) ~~Prepayments~~ Unless the Borrower otherwise directs, prepayments of ~~the Facility made pursuant to~~ Loans under this Section ~~2.4(b~~1.9(b) shall be ~~applied, first, ratably~~ applied first to ~~the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding~~ Borrowings of Base Rate Loans ~~(other than the Swingline Loans), fourth, ratably~~ until payment in full thereof with any balance applied to ~~the outstanding~~ Borrowings of Eurodollar ~~Rate Loans, and fifth,~~ Loans in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~1.9(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments~~ any Term Loans or Eurodollar Loans accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 1.12 hereof. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~9.4 hereof.

Appears in 1 contract

Samples: Credit Agreement (CalAmp Corp.)

Mandatory. (i) To the extent that the Net Cash Proceeds of any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts, the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate ~~Commitments~~Commitments then in effect, the Borrower shall immediately prepay Loans ~~and L/C Borrowings~~ and/or Cash Collateralize the L/C Obligations ~~(other than the L/C Borrowings)~~ in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section ~~2.4(b~~2.06(b) unless after the prepayment in full of the Loans ~~and L/C Borrowings,~~ the Total Outstandings exceed the Aggregate Commitments then in effect. (ii) Upon completion of (i) any early termination of any Hedge Transaction used in determining the Borrowing Base on the immediately preceding Determination Date or (ii) the Disposition of any assets included in the Borrowing Base on the immediately preceding Determination Date, the effect of which termination or Disposition would be a reduction in the Borrowing Base then in effect of 7.5% or more on a pro forma basis, the Borrowing Base shall immediately and automatically upon consummation of such transaction be reduced by the Borrowing Base contribution of such Hedge Transaction or assets, and all Net Cash Proceeds from the termination of such Hedge Transaction or the Disposition of such assets shall be applied to reduce or eliminate any Borrowing Base Deficiency resulting from such reduction. (iii) To the extent not covered by (ii), if the Borrower or any of its Subsidiaries Disposes of any property under Section 7.05(g) or suffers a Casualty Event which results in the realization by such Person of Net Cash Proceeds, the Borrower shall use the Net Cash Proceeds to eliminate any Borrowing Base Deficiency resulting from such sale; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person (with equal or greater aggregate Attributed Value) within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets (with equal or greater aggregate Attributed Value) within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person (with equal or greater aggregate Attributed Value) within 180 days from the date of receipt thereof. (iv) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below). (v) Prepayments of the ~~Facility~~ Total Outstandings made pursuant to this Section ~~2.4(b) shall be applied~~2.06(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding ~~Swingline Borrowings~~Loans, and, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable~~. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~.

Appears in 1 contract

Samples: Credit Agreement (Sandridge Energy Inc)

Mandatory. (ia) To The Company shall, upon receipt by the ~~extent that~~ Parent or the Company of any Net Cash Proceeds from the incurrence, sale or issuance of ~~any Asset Sale~~ the Take-Out Securities, deposit or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts, the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets cause to be ~~used in any line of business not prohibited by Section 7.7, then on or before~~ deposited the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount ~~equal to 100%~~ of such Net Cash Proceeds ~~promptly after any earlier date on which the Borrower has determined~~ (in an amount not to ~~use~~ exceed the amount necessary to pay the Obligations due to the Holders in full) with the Indenture Trustee or any Paying Agent for prepayment of Securities in accordance with Section 902(d). (b) The Company shall, upon receipt by the Parent or any Subsidiary of the Parent of the Net Cash Proceeds from any Asset Sale, deposit or cause to be deposited the amount of such Net Cash Proceeds with the Indenture Trustee or any Paying Agent for prepayment of Securities in accordance with Section 902(d) to the extent any such ~~purpose~~Net Cash Proceeds are not used to (i) prepay Senior Outstandings or to cash collateralize letters of credit outstanding under the Senior Credit Agreement (all such prepayments to be applied as set forth in clause (iii) below). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments, the Borrower shall immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of ~~prepayments of~~ any revolving credit Indebtedness under the ~~Facility required pursuant to clause (i~~Senior Credit Agreement, with corresponding commitment reductions thereunder) or (ii) in the case where there are no Senior Outstandings, to permanently reduce Senior Commitments, provided that (1) during any Fiscal Year, no such deposit or prepayment shall be required with respect to the first $5,000,000 in Net Cash Proceeds received in connection with any Asset Sale, (2) no such deposit or prepayment shall be required from Net Cash Proceeds until such Net Cash Proceeds aggregate $1,000,000 or more and (3) the Company shall not be required to so apply such Net Cash Proceeds in the case where such Net Cash Proceeds (in a total amount of ~~this~~ up to $50,000,000 in the aggregate since the Effective Date) are used to make a Permitted Acquisition or acquire replacement or fixed assets useful in the business of the Company or any of its Subsidiaries or to effect repairs or replacements of the assets disposed of, in each case within 180 days of the receipt of such Net Cash Proceeds. (c) The Company shall, upon receipt by the Parent or any Subsidiary of the Parent of the Net Cash Proceeds from any Debt Issuance, deposit or cause to be deposited the amount of such Net Cash Proceeds with the Indenture Trustee or any Paying Agent for prepayment of Securities in accordance with Section ~~2.4(b~~902(d), to the ~~amount remaining, if any, after~~ extent any such Net Cash Proceeds are not used to (i) prepay Senior Outstandings or to cash collateralize letters of credit outstanding under the ~~prepayment in full of all L/C Borrowings and Loans outstanding at such time~~ Senior Credit Agreement (and, in the case of ~~prepayments~~ any revolving credit Indebtedness under the Senior Credit Agreement, with corresponding commitment reductions thereunder) or (ii) in the case where there are no Senior Outstandings, to permanently reduce Senior Commitments, provided that no such deposit or prepayment under this Section ~~2.4(b)(ii~~902(c) ~~only~~shall be required from Net Cash Proceeds until such Net Cash Proceeds aggregate $1,000,000 or more. (d) On the Prepayment Date, the Indenture Trustee or any Paying Agent shall use such Net Cash ~~Collateralization of~~ Proceeds deposited with it pursuant to Section 902(a), (b) and (c) to prepay Outstanding Securities at the ~~remaining L/C Obligations in full, may be retained by the Borrower~~Prepayment Price. ~~Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ Each such prepayment shall be applied ~~(without any further action by or notice~~ ratably to ~~or from~~ the ~~Borrower~~ Securities, and to the remaining installments thereof pro rata. Amounts deposited with the Indenture Trustee or any ~~other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to~~ Paying Agent under this Section ~~2.4(b~~902 may not be withdrawn except to effect such prepayment as provided herein. (e) All prepayments under this Section 902 shall ~~not result under any circumstance in a permanent reduction~~ be made together with accrued interest to the date of such prepayment on the ~~Commitments~~principal amount prepaid.

Appears in 1 contract

Samples: Indenture (Warnaco Group Inc /De/)

Mandatory. (i) To Subject to Section 2.05(b)(ii) below, if any member of the ~~extent that the Net Cash Proceeds of~~ Restricted Group makes any Asset ~~Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale~~ Disposition that results in the realization or receipt by any member of ~~Extraordinary Receipts~~the Restricted Group of Net Available Cash, the relevant Borrower shall ~~deliver~~ cause to be prepaid on the ~~notice required under~~ date of the realization or receipt by any member of the Restricted Group of such Net Available Cash (or, in the event of Net Available Cash which may be reinvested as set forth below in this clause (ii), on the date such reinvestment period expires), subject to clause (b)(vii) of this Section ~~6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ 2.05, an aggregate principal amount of Loans ~~equal~~ in an amount which is the lesser of (a) the Net Available Cash from such Asset Disposition and (ii) an amount so as to ~~100%~~ ensure that the Consolidated Senior Secured Net Leverage Ratio does not exceed 5.00 to 1.00 on a pro forma basis after taking into account such Asset Dispositions and prepayments (but ignoring such Net Available Cash for purposes of determining compliance); provided that at the option of the Borrowers, the Borrowers may use all or any portion of the Net Available Cash received in connection with an Asset Disposition in the business of the Restricted Group, including to make acquisitions, investments, capital expenditures or operational expenditures, in each case within 12 months of such ~~excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use~~ receipt, and such ~~Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets~~ proceeds shall not be required to be ~~used in any line of business not prohibited by Section 7.7, then on or before~~ applied to prepay the ~~365th day after such Asset Sale~~ Loans except to the extent ~~that~~not, within 12 months of such ~~365 day period~~receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds is not so used within such 12 month period but within such 12 month period is contractually committed to be used, then if such proceeds are not so used within 180 days from the ~~Relevant Parties have not used~~ end of such ~~Net Cash Proceeds for~~ 12 month period (the “Reinvestment End Date”), then such ~~purpose, provided, that prepayment~~ remaining portion shall be required to prepay the Loans (to the extent otherwise required by this clause (b)(ii)), as of the date or such termination; and provided further that, if at the time that any such prepayment would be required, any Borrower (or any Restricted Subsidiary) is required to offer to prepay or repurchase other Senior Secured Indebtedness pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Disposition (such Senior Secured Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Available Cash on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; and provided further that no such prepayment under this Section 2.05(b)(i) shall be required where the amount of any such prepayment would be less than the greater of $200,000,000 and 3.0% of Total Assets. (ii) Notwithstanding anything in this Agreement to the contrary, no Borrower will be required to make or cause to be made any prepayment pursuant to Section 2.05(b)(i) above if the Financial Covenant set out in Section 7.02 of this Agreement was not required to be tested for the most recent Test Period ending prior to the Reinvestment End Date. (iii) If any member of the Restricted Group Incurs or issues any Indebtedness after the Amendment Effective Date not permitted to be Incurred or issued pursuant to Section 4.09 of Annex II, the Borrowers shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all net cash proceeds received therefrom on or prior to the date of receipt by such ~~Net Cash Proceeds promptly after any earlier date on which~~ member of the ~~Borrower has determined not to use~~ Restricted Group of such ~~Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below)~~net cash proceeds. (iiiv) If any Borrower Incurs or issues any Refinancing Loans resulting in net cash proceeds (as opposed to such Refinancing Loans arising out of an exchange of existing Term Loans for such Refinancing Loans), such Borrower (or the Company on its behalf) shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all net cash proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Borrower of such net cash proceeds. (v) If for any reason the ~~Total Outstandings at any time exceed the Aggregate Commitments~~aggregate Outstanding Amount of Revolving Credit Loans, ~~the Borrower shall immediately prepay~~ Swing Line Loans and L/C ~~Borrowings~~ Obligations at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrowers shall promptly prepay Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations ~~(other than the L/C Borrowings)~~ in an aggregate amount equal to such excess; ~~provided, however,~~ provided that the ~~Borrower~~ Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section ~~2.4(b~~2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and ~~L/C Borrowings,~~ Swing Line Loans such aggregate Outstanding Amount exceeds the ~~Total Outstandings exceed the Aggregate~~ aggregate Revolving Credit Commitments then in effect. (~~iii~~vi) ~~Prepayments~~ Each prepayment of ~~the Facility made~~ Term Loans pursuant to ~~this~~ Section ~~2.4(b~~2.05(b)(A) shall be applied either (x) ratably to each Class of Term Loans then outstanding or (y) as requested by a Borrower in the notice delivered pursuant to clause (vii) below, to any Class or Classes of Term Loans, (B) shall be applied, ~~first~~with respect to each such Class for which prepayments will be made, ~~ratably~~ in a manner determined at the discretion of the applicable Borrower in the applicable notice and (C) shall be paid to the ~~L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans~~ Appropriate Lenders in accordance with their respective Pro Rata Share (or other ~~than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate~~ applicable share provided by this Agreement) of each such Class of Term Loans, ~~and fifth~~subject to clause (vii) of this Section 2.05(b). Notwithstanding clause (A) above, (1) in the case of prepayments ~~under~~ pursuant to Section ~~2.4(b)(ii~~2.05(b)(iv), such prepayment shall be applied in accordance with this clause (vi) ~~only,~~ solely to ~~Cash Collateralize~~ those applicable Classes of Term Loans selected by the ~~remaining L/C Obligations; and,~~ applicable Borrower and specified in the ~~case~~ applicable Refinancing Amendment or notice (i.e., the applicable Refinanced Debt), and (2) any Additional Facility Joinder Agreement or Extension Amendment, may provide (including on an optional basis as elected by the Borrower) for a less than ratable application of prepayments to any Class of Term Loans established thereunder. (vii) A Borrower shall notify the ~~Facility~~ Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made by such Borrower pursuant to ~~clause (i) or~~ clauses (ii) and (iii) of this Section ~~2.4(b~~2.05(b) at least two (2) Business Days prior to the date of such prepayment (unless otherwise agreed by the Administrative Agent); provided that, subject to the payment when due of any amounts owing as a result thereof pursuant to Section 3.10, such Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the applicable Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the ~~amount remaining~~“Declined Proceeds”) of Term Loans required to be made pursuant to clauses (ii) and (iii) of this Section 2.05(b) by providing written notice (each, ~~if any,~~ a “Rejection Notice”) to the Administrative Agent and the applicable Borrower no later than 5:00 p.m. one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment on a pro rata basis in ~~full~~ accordance with the amounts of ~~all L/C Borrowings~~ the Term Loans of such Lender (with such non-declining Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and ~~Loans outstanding at such time and,~~ in the ~~case~~ manner specified by the Administrative Agent). To the extent such non-declining Term Lenders elect to decline their Pro Rata Share of ~~prepayments under~~ such Declined Proceeds, any Declined Proceeds remaining thereafter shall be retained by a Borrower. (viii) Notwithstanding any other provisions of this Section ~~2.4(b)(ii~~2.05, (i) ~~only~~to the extent that any of or all the Net Available Cash of any Asset Disposition by a Restricted Subsidiary is prohibited or delayed by applicable local law from being repatriated to the jurisdiction of the relevant Borrower, the portion of such Net Available Cash ~~Collateralization of~~ so affected will not be required to be applied to repay Term Loans at the ~~remaining L/C Obligations~~ times provided in ~~full,~~ this Section 2.05(b) but may be retained by the ~~Borrower. Upon~~ applicable Restricted Subsidiary so long, but only so long, as the ~~drawing~~ applicable local law will not permit repatriation to the jurisdiction of the relevant Borrower (a Borrower hereby agreeing to use commercially reasonable efforts to cause the applicable Restricted Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any ~~Letter~~ of ~~Credit that has been~~ such affected Net Available Cash ~~Collateralized~~is permitted under the applicable local law, ~~the funds held as~~ such repatriation will be promptly effected and an amount equal to such repatriated Net Available Cash ~~Collateral shall~~ will be promptly (and in any event not later than five (5) Business Days after such repatriation) applied (~~without any further action by~~ net of additional taxes payable or ~~notice to or from the Borrower or any other Loan Party~~reserved against as a result thereof) to ~~reimburse~~ the ~~L/C Issuer or the Lenders, as applicable. Prepayments~~ repayment of the ~~Facility made~~ Term Loans pursuant to this Section ~~2.4(b~~2.05(b) to the extent provided herein and (ii) to the extent that a Borrower has determined in good faith that repatriation of any of or all the Net Available Cash of any such Asset Disposition would have material adverse tax consequences (as determined in good faith by a Borrower) with respect to such Net Available Cash, such Net Available Cash so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Restricted Subsidiary. (ix) Upon becoming aware of a Change of Control: (A) the Company or, after a Permitted Affiliate Group Designation Date, a Permitted Affiliate Parent, as applicable, shall promptly notify the Administrative Agent; and (B) if the Required Lenders so require, the Administrative Agent shall, by not ~~result~~ less than 30 Business Days’ notice to the Company, cancel each Facility and declare all outstanding Borrowings, together with accrued interest and all other relevant amounts accrued under ~~any circumstance in a permanent reduction of~~ the ~~Commitments~~Loan Documents immediately due and payable, whereupon each Facility will be cancelled and all such outstanding amounts will become immediately due and payable.

Appears in 1 contract

Samples: Credit Agreement (Liberty Latin America Ltd.)

Mandatory. (i) To the extent that the Net Cash Proceeds of any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts, the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate ~~Commitments~~Elected Commitment Amount then in effect, the Borrower shall immediately (x) prepay Committed Loans in an aggregate principal amount equal to such excess and (y) if any excess remains after prepaying all Committed Loans as a result of outstanding L/C ~~Borrowings and/or Cash Collateralize~~ Obligations, pay to the Administrative Agent, on behalf of the L/C ~~Obligations (other than~~ Issuers and the ~~L/C Borrowings) in~~ Lenders, an aggregate amount equal to such ~~excess; provided~~excess in order to Cash Collateralize such outstanding L/C Obligations. (ii) Upon any determination of or adjustment to the amount of the Borrowing Base pursuant to Section 2.05 (other than pursuant to Section 2.05(c), ~~however~~2.05(d) or 2.05(e)), ~~that~~ if a Borrowing Base Deficiency exists, the Borrower shall, within ten days after being notified of such Borrowing Base Deficiency, provide an irrevocable written notice (the “Election Notice”) to Lender stating the action which Borrower proposes to take to remedy such Borrowing Base Deficiency, and the Borrower shall ~~not be~~ thereafter do one or a combination of the following (as elected by the Borrower pursuant to the Election Notice) in an aggregate amount sufficient to eliminate such Borrowing Base Deficiency: (A) within ten days following the delivery (or required delivery) of such Election Notice, make a prepayment of the Committed Loans (and, if a Borrowing Base Deficiency remains after prepaying all of the Committed Loans as a result of outstanding L/C Obligations, pay to ~~Cash Collateralize~~ the Administrative Agent, on behalf of the L/C ~~Obligations~~ Issuers and the Lenders, an aggregate amount equal to such remaining deficiency in order to Cash Collateralize such outstanding L/C Obligations); (B) pay in six equal monthly installments of the Outstanding Amount of the Committed Loans (and, if a Borrowing Base Deficiency remains after prepaying all of the Committed Loans as a result of outstanding L/C Obligations, pay to the Administrative Agent, on behalf of the L/C Issuers and the Lenders, an aggregate amount equal to such remaining deficiency in order to Cash Collateralize such outstanding L/C Obligations) over a term and in an amount satisfactory to the Administrative Agent (but in any event, with the first such monthly installment to be due on the thirtieth day following delivery of the Election Notice and each subsequent installment being equal to 1/6 of the aggregate amount of such Borrowing Base Deficiency due and payable on the dame date in each applicable subsequent calendar month), by immediately dedicating a sufficient amount of monthly cash flow from the Oil and Gas Properties of the Borrower and the other Loan Parties; and/or (C) within thirty days following the delivery of the Election Notice, grant the Administrative Agent, on behalf of the Secured Parties, a first-priority Lien, pursuant to Collateral in form and substance satisfactory to the Administrative Agent, on additional Oil and Gas Properties not evaluated in the most recently delivered Engineering Report to the Administrative Agent and with an aggregate PV9 Pricing attributable thereto sufficient to eliminate such deficiency; provided that, in no event may the Borrower elect the option specified in this clause (ii)(C) (in whole or in part) if fewer than ninety-one days remain until the Maturity Date. Notwithstanding anything herein to the contrary, all payments required to be made pursuant to this Section ~~2.4(b~~2.06(b)(ii) ~~unless after~~ must, in any event, be made on or prior to the ~~prepayment~~ Maturity Date. In the event the Borrower fails to provide an Election Notice to the Administrative Agent within the ten day period referred to above, the Borrower shall be deemed to have irrevocably elected the option set forth in ~~full~~ clause (ii)(B). The failure of the ~~Loans~~ Borrower to comply with any of the options elected (including any deemed election) pursuant to the provisions of this Section 2.06(b)(ii) and ~~L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then~~ specified in ~~effect~~such Election Notice (or relating to such deemed election) shall constitute an immediate Event of Default. (iii) ~~Prepayments~~ Upon any adjustment to the amount of the ~~Facility~~ Borrowing Base pursuant to Section 2.05(c), 2.05(d) or 2.05(e), if a Borrowing Base Deficiency exists, then the Borrower shall, in each case, within two Business Days after the consummation or occurrence of the event or events giving rise to such Borrowing Base adjustment, prepay Committed Loans in an aggregate principal amount equal to such deficiency and (y) if any deficiency remains after prepaying all Committed Loans as a result of outstanding L/C Obligations, pay to the Administrative Agent, on behalf of the L/C Issuers and the Lenders, an aggregate amount equal to such excess in order to Cash Collateralize such outstanding L/C Obligations; provided that, notwithstanding anything herein to the contrary, all payments required to be made pursuant to this Section ~~2.4(b~~2.06(b)(iii) ~~shall~~ must, in any event, be ~~applied, first, ratably~~ made on or prior to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the CommitmentsMaturity Date.

Appears in 1 contract

Samples: Refinancing Amendment (Sandridge Energy Inc)

Mandatory. (i) ~~To the extent that the Net Cash Proceeds of any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts,~~ If the Borrower receives any Net Proceeds from Asset Sales or any Recovery Event, such amounts shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in ~~any line~~ accordance with Section 7.08 to prepay the Loan within five (5) Business Days of ~~business not prohibited by Section 7.7, then on or before~~ the ~~365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided,~~ receipt thereof; provided that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments, the Borrower shall immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount ~~equal to such excess; provided, however, that~~ of Net Proceeds from Asset Sales not in excess of $5.0 million from all Asset Sales may be retained by the Borrower and shall not be required to ~~Cash Collateralize~~ be applied to the ~~L/C Obligations~~ repayment of the Loan; provided, further, that any Net Proceeds received from (x) a Weekly Reader Sale shall not be required to be used to prepay the Loan and may be reinvested by the Borrower or any Guarantor in Reinvestment Assets within 180 days of the date of such Weekly Reader Sale so long as any such Net Proceeds that are not so reinvested within such time period shall be used to prepay the Loan on or before the 181st day after such Weekly Reader Sale or (y) any Recovery Event shall not be required to be used to prepay the Loan and may be reinvested by the Borrower or any Guarantor in Reinvestment Assets within 90 days of the date of such Recovery Event so long as any such Net Proceeds that are not so reinvested within such time period shall be used to prepay the Loan on or before the 91st day after such Recovery Event. Any such payment shall be accompanied by payment of the applicable Yield Maintenance Amount required pursuant to ~~this~~ Section ~~2.4(b~~2.08. (ii) ~~unless after~~ The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment ~~in full~~ of ~~the~~ Loans ~~and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Prepayments of the Facility~~ required to be made pursuant to this Section ~~2.4(b~~2.04(b) ~~shall be applied, first, ratably~~ at least three (3) Business Days prior to the ~~L/C Borrowings, second, ratably to~~ date of such prepayment. Each such notice shall specify the ~~outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans,~~ date of such prepayment and ~~fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments~~ provide a reasonably detailed calculation of the ~~Facility required pursuant to clause (i) or (ii)~~ amount of ~~this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at~~ such ~~time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization~~ prepayment. The Administrative Agent will promptly notify each Lender of the ~~remaining L/C Obligations in full, may be retained by~~ contents of the Borrower~~. Upon the drawing~~ ’s prepayment notice and of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments such Lender’s Pro Rata Share of the ~~Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~prepayment.

Appears in 1 contract

Samples: Term Loan Credit and Guarantee Agreement (RDA Holding Co.)

Mandatory. (i) To If the ~~extent that~~ Borrower or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in an amount exceeding $100,000 in any fiscal year, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ such Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash ~~Proceeds promptly after any earlier date on which~~ Proceeds; provided, in the case of (x) each Disposition and Event of Loss, if the Borrower ~~has determined not~~ states in its notice of such event that the Borrower or the applicable Subsidiary intends to ~~use such~~ invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds ~~for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments~~from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets or other assets used or useful in the Borrower ~~shall immediately prepay Loans~~ and ~~L/C Borrowings and/or Cash Collateralize the L/C Obligations (~~its Subsidiaries’ business other than ~~the L/C Borrowings) in an aggregate amount equal to such excess; provided~~inventory, ~~however~~then so long as no Default or Event of Default then exists, ~~that~~ the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash ~~Collateralize~~ Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrower’s notice with such 180-day period, and promptly after the end of such 180-day period, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so invested or reinvested and (y) Net Cash Proceeds constituting proceeds of business interruption insurance maintained the Borrower or applicable Subsidiary following an Event of Loss, no mandatory prepayment of such Net Cash Proceeds shall be required under this clause (i). The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full and then to the Line of Credit Loans (without any reduction in the Line of Credit Commitments) until paid in full. (ii) If after the Closing Date the Borrower or any Subsidiary shall issue any new equity securities (other than (A) Specified Preferred issued to CIC Partners and its Controlled Investment Affiliates, (B) equity securities issued to satisfy local licensing requirements, (C) equity securities issued in connection with the exercise of employee stock options, and (D) equity securities issued to the seller of an Acquired Business in connection with an Acquisition permitted by the terms hereof, if any) or incur any Indebtedness other than that permitted by Section 6.11 hereof, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance or incurrence to be received by the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance or incurrence the Borrower shall prepay the Obligations in the amount equal to (x) twenty five percent (25%) of such Net Cash Proceeds from the issuance of such new equity securities and (y) one hundred percent (100%) of the Net Cash Proceeds of the incurrence of any such Indebtedness. The amount of each such prepayment shall be applied first to the outstanding Term A Loans, CapEx Loans and Delayed Draw Term Loans pro rata until paid in full and then to the Line of Credit Loans (without any reduction in the Line of Credit Commitments) until paid in full. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 6.11 or any other terms of this Agreement. (iii) On or before the date that is thirty (30) days after the date annual financial statements are required to be delivered pursuant to Section 6.1(b) of each fiscal year, beginning with the fiscal year ending on or about December 31, 2013, the Borrower shall prepay the then-outstanding Loans by an amount equal to (x) the applicable ECF Percentage for the most recently completed fiscal year of the Borrower, multiplied by (y) Cash Flow of Borrower and its Subsidiaries for such fiscal year (or, in the case of the fiscal year ending on or about December 31, 2013, for the period commencing on the first day of the first month following the Restatement Effective Date through the end of such fiscal year) . The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full and then to the Line of Credit Loans (without reduction of the Line of Credit Commitment) until paid in full. Any voluntary prepayments of principal of the Term Loans made during any year shall reduce, by the amount of such voluntary prepayments, the amount required to be paid by the Borrower under this Section 2.8(b)(iii) during the year immediately subsequent to the year such voluntary prepayments were made; provided that, the amount required to be paid under this Section 2.8(b)(iii) shall not in any event be reduced to less than zero, and no such voluntary prepayments shall reduce payments required to be made under this Section 2.8(b)(iii) in any year following the year immediately subsequent to the year such voluntary payments were made. (iv) The Borrower shall, on each date the Line of Credit Commitments are reduced pursuant to Section 2.10, prepay the Line of Credit Loans and, if necessary, prefund the L/C Obligations ~~pursuant~~ by the amount, if any, necessary to ~~this Section 2.4(b) unless after~~ reduce the ~~prepayment in full~~ sum of the aggregate principal amount of Line of Credit Loans and L/C ~~Borrowings, the Total Outstandings exceed the Aggregate Commitments~~ Obligations then ~~in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably~~ outstanding to the ~~L/C Borrowings, second, ratably~~ amount to which the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter Line of Credit ~~that has~~ Commitments have been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitmentsso reduced.

Appears in 1 contract

Samples: Credit Agreement (Granite City Food & Brewery Ltd.)

Mandatory. (i) To Within ten Business Days after receipt by the ~~extent that the~~ Borrower or any Restricted Subsidiary of any Net ~~Cash~~ Available Proceeds of from any Asset Sale (other than any Exempted Asset Sale) or ~~Extraordinary Receipt exceeds~~ series of related Asset Sales (other than any series of related Exempted Asset Sales or Asset Sales where the Net Available Proceeds therefrom do not exceed $~~25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~25,000,000), the Borrower shall ~~deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and~~ prepay an aggregate principal amount of Term A Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an aggregate amount equal to 100% of such Net ~~Cash~~ Available Proceeds ~~promptly after~~ (with any ~~earlier date on which~~ prepayments of the Term A Loans to be applied as set forth in clause (v) below); provided, that at the election of the Borrower ~~has determined not~~ (as notified by the Borrower to the Administrative Agent within ten Business Days following the date of such Asset Sale), the Borrower and its Restricted Subsidiaries may reinvest all or any portion of such Net Available Proceeds in assets that are used or useful in the business of the Borrower and the Restricted Subsidiaries (including by way of merger or Investment) (x) within 365 days following the date of such Asset Sale or (y) if the Borrower and its Restricted Subsidiaries enter into a legally binding commitment to use such Net ~~Cash~~ Available Proceeds ~~for~~ before the expiration of the 365-day period referred to in preceding clause (x), within 180 days after the end of such 365-day period; provided further, however, that any Net Available Proceeds not subject to such ~~purpose~~legally binding commitment or so reinvested within such 365-day period (as such period may be extended as permitted above) (or, in either case, such earlier date, if any, as the Borrower or such Restricted Subsidiary determines not to reinvest the Net Available Proceeds from such Asset Sale as set forth above) shall be immediately applied to the prepayment of the Term A Loans or other term Indebtedness as set forth in this Section 2.04(b)(i). (ii) Within ten days after the receipt by the Borrower or any Restricted Subsidiary of any Net Available Proceeds from any Debt Issuance, the Borrower shall prepay an aggregate principal amount of Term A Loans equal to 100% of all such Net Available Proceeds (such prepayment to be applied as set forth in clause (v) below). (iii) Within ten days after the receipt by the Borrower or any Restricted Subsidiary of any Net Available Proceeds of any Casualty Event (other than Casualty Events in respect of assets or property that are not Collateral or where the Net Available Proceeds therefrom do not exceed $25,000,000), the Borrower shall prepay an aggregate principal amount of Term A Loans equal to 100% of all Net Available Proceeds received therefrom (such prepayments to be applied as set forth in clause (~~iii~~v) below); provided, that, with respect to any Net Available Proceeds realized with respect to any such Casualty Event, at the election of the Borrower (as notified by the Borrower to the Administrative Agent within 45 days following such Casualty Event), the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Available Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Available Proceeds were paid or in assets that are used or useful in the business of the Borrower and the Restricted Subsidiaries (including by way of merger or Investment) (x) within 365 days following the date of such Casualty Event or (y) if the Borrower or such Restricted Subsidiary enters into a legally binding commitment to use such Net Available Proceeds before the expiration of the 365-day period referred to in preceding clause (x), within 180 days after the end of such 365-day period; and provided further, however, that any Net Available Proceeds not subject to such legally binding commitment or so reinvested within such 365-day period (as such period may be extended as permitted above) (or, in either case, such earlier date, if any, as the Borrower or such Restricted Subsidiary determines not to reinvest such Net Available Proceeds as set forth above) shall be immediately applied to the prepayment of the Term A Loans as set forth in this Section 2.04(b)(iii); and provided further, however, that with respect to any such replacement or restoration of property or assets constituting Collateral, the Borrower shall take all actions specified in Section 6.09 in order that such property or asset shall constitute Collateral upon the acquisition or construction thereof. (iv) Commencing with the Fiscal Year ending December 31, 2017, within ten Business Days after financial statements have been delivered pursuant to Section 7.01(b) and the related Compliance Certificate has been delivered pursuant to Section 7.02 for such Fiscal Year, the Borrower shall prepay an aggregate principal amount of Term A Loans in an amount equal to (x) the Applicable ECF Percentage of Excess Cash Flow for the Fiscal Year covered by such financial statements minus (y) the amount of any optional prepayments during such Fiscal Year of the Loans pursuant to Section 2.04(a) (to the extent such prepayments are of Revolving Loans, only to the extent accompanied by a permanent reduction in the Commitments under the Revolving Facility) to the extent not funded with the proceeds of Indebtedness or from any Matching Equity Contribution (such prepayments to be applied as set forth in clause (v) below). (iiv) Each prepayment of Term A Loans pursuant to the foregoing provisions of this Section 2.04(b) shall be applied to the principal repayment installments of the Term A Facility on a pro-rata basis. In the event of any mandatory prepayment of Term A Borrowings made at a time when Term A Borrowings of more than one Class remain outstanding, the Borrower shall select Term A Borrowings to be prepaid so that the aggregate amount of such mandatory prepayment is allocated among Borrowings of Term A Loans of each Class pro rata (or, to the extent provided in any amendment pursuant to Section 2.13 for any Class of Term A Loans, less than pro rata for such Class) based on the aggregate principal amount of outstanding Borrowings of each such Class. Mandatory prepayments of Term A Loans shall be applied to the remaining amortization payments of such Term A Loans on a pro rata basis among all scheduled and outstanding payments. (vi) If for any reason the Total Revolving Outstandings at any time exceed the ~~Aggregate Commitments~~Revolving Facility at such time, the Borrower shall immediately prepay Revolving Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to 103% of such ~~excess; provided, however, that~~ excess or otherwise in an amount and/or in a manner reasonably acceptable to the ~~Borrower shall not be required to Cash Collateralize the~~ applicable L/C ~~Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect~~Issuer. (~~iii~~vii) Prepayments of the Revolving Facility made pursuant to ~~this~~ Section ~~2.4(b) shall be applied~~2.04(b)(i), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding ~~Swingline Borrowings~~Revolving Loans, and, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Lenders, as applicable. ~~Prepayments~~ If the terms of any agreement, instrument or indenture pursuant to which any Indebtedness (other than the Obligations) pari passu with or junior in right of payment to the Loans is outstanding (or pursuant to which such Indebtedness is guaranteed) require prepayment of such Indebtedness out of the ~~Facility made~~ Net Available Proceeds of any Asset Sale unless such Net Available Proceeds are used to prepay other Indebtedness, then, to the extent not otherwise required by this Section 2.04(b), if the Borrower and the Restricted Subsidiaries shall not have reinvested the Net Available Proceeds thereof as permitted by Section 2.04(b)(i) within the time frame permitted thereby (but prior to the date required to be applied to such Indebtedness), the Loans shall be repaid in an amount not less than the minimum amount that would be required to be prepaid not later than the latest time as and upon such terms so that such other Indebtedness will not be required to be prepaid pursuant to ~~this Section 2.4(b) shall not result under any circumstance in a permanent reduction~~ the terms of the ~~Commitments~~agreement, indenture or instrument or guarantee governing such other Indebtedness.

Appears in 1 contract

Samples: Credit Agreement (MGM Resorts International)

Mandatory. (i) To If the ~~extent that~~ Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds ~~promptly after any earlier date on which~~ are applied to replace or restore the ~~Borrower has determined not to use~~ relevant Property in accordance with the relevant Collateral Documents within six months following receipt of such Net Cash ~~Proceeds for~~ Proceeds, and (y) this subsection shall not require any such ~~purpose) (all~~ prepayment with respect to Net Cash Proceeds received on account of Dispositions or Events of Loss during any fiscal year of the Borrower not exceeding $500,000 in the aggregate so long as no Default or Event of Default then exists. The amount of each such ~~prepayments to~~ prepayment shall be applied ~~as set forth~~ to the Revolving Loans until paid in ~~clause (iii) below)~~full and then, to the extent that an Event of Default then exists, applied to cash collateralize the Letters of Credit. The amount of each such prepayment shall be applied on a ratable basis among the outstanding Loans of the several Lenders based on the principal amounts thereof. (ii) If after the Closing Date the Borrower or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), other than equity securities issued to officers, directors or employees of the Borrower as compensation for bona fide services provided or to be provided to the Borrower by such persons and approved by the Borrower’s Board of Directors or the Compensation Committee of the Borrower’s Board of Directors, as the case may be, or in connection with the exercise of employee stock options and capital stock of the Borrower issued to the seller of an Acquired Business in connection with a Permitted Acquisition or to any ~~reason the Total Outstandings at any time exceed the Aggregate Commitments~~Person as a dividend or distribution, the Borrower shall ~~immediately~~ promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the outstanding Revolving Loans ~~and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings)~~ until paid in full, in an aggregate amount equal to 50% of the amount of such ~~excess; provided~~Net Cash Proceeds and then, ~~however~~to the extent that an Event of Default then exists, applied to cash collateralize the Letters of Credit. The amount of each such prepayment shall be applied on a ratable basis among the outstanding Loans of the several Lenders based on the principal amounts thereof. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.11 (Maintenance of Subsidiaries) or Section 9.1(i) (Change of Control) hereof or any other terms of the Loan Documents. (iii) If after the Closing Date the Borrower or any Subsidiary shall issue any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money permitted by Section 8.7(a)-(h) hereof, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the outstanding Revolving Loans until paid in full in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds and then, to the extent that an Event of Default then exists, applied to cash collateralize the Letters of Credit. The amount of each such prepayment shall be applied on a ratable basis among the outstanding Loans of the several Lenders based on the principal amounts thereof. The Borrower acknowledges that its performance hereunder shall not ~~be required~~ limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or any other terms of the Loan Documents. (iv) The Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to ~~Cash Collateralize~~ Section 1.12 hereof, prepay the Revolving Loans, Swing Loans and, if necessary, prefund the L/C Obligations ~~pursuant~~ by the amount, if any, necessary to ~~this Section 2.4(b) unless after~~ reduce the ~~prepayment in full~~ sum of the aggregate principal amount of Revolving Loans, Swing Loans and L/C ~~Borrowings,~~ Obligations then outstanding to the ~~Total Outstandings exceed~~ amount to which the ~~Aggregate~~ Revolving Credit Commitments ~~then in effect~~have been so reduced. (~~iii~~v) ~~Prepayments~~ Unless the Borrower otherwise directs, prepayments of ~~the Facility made pursuant to~~ Loans under this Section ~~2.4(b~~1.8(b) shall be ~~applied, first, ratably~~ applied first to ~~the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding~~ Borrowings of Base Rate Loans ~~(other than the Swingline Loans), fourth, ratably~~ until payment in full thereof with any balance applied to ~~the outstanding~~ Borrowings of Eurodollar ~~Rate Loans, and fifth,~~ Loans in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~1.8(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments~~ Eurodollar Loans or Swing Loans, accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 1.11 hereof. Each prefunding of ~~the remaining~~ L/C Obligations shall be made in ~~full~~accordance with Section 9.4 hereof. (vi) For the avoidance of doubt, ~~may be retained by the Borrower. Upon the drawing~~ (A) any prepayment of Loans or any ~~Letter~~ cash collateralization of Letters of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to under this Section ~~2.4(b~~1.8(b) shall not ~~result under~~ reduce the Revolving Credit Commitments and (B) the Borrower and its Subsidiaries shall not be required to apply Net Cash Proceeds to make any ~~circumstance in a permanent reduction~~ prepayments required by Sections 1.8(b)(i)-(iii) if no Loans are outstanding and no Event of ~~the Commitments~~Default exists.

Appears in 1 contract

Samples: Credit Agreement (Nobel Learning Communities Inc)

Mandatory. (i) To In the ~~extent~~ event, and on each occasion, that ~~the~~ any Net Cash Proceeds are received by or on behalf of the Borrower or any of its Subsidiaries in respect of any ~~Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~Prepayment Event, the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly shall, within five Business Days after ~~receipt thereof (or if the Borrower in good faith intends to use~~ such Net Cash Proceeds ~~to acquire~~are received (or, ~~improve or maintain Pipeline Assets~~in the case of a Prepayment Event described in clause (b) of the definition of the term “Prepayment Event”, ~~Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then~~ on or before the ~~365th day after~~ next succeeding Business Day following the occurrence of such ~~Asset Sale to the extent that~~Prepayment Event), ~~within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required~~ prepay Revolving Credit Loans in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds ~~promptly after any earlier date on which the Borrower has determined not to use~~ (such ~~Net Cash Proceeds for any such purpose) (all such~~ mandatory prepayments to be applied as set forth in clause (~~iii~~ii) below); provided that, in the case of any event described in clause (a) of the definition of the term “Prepayment Event”, so long as no Default shall have occurred and be continuing and notice of the intent to utilize the reinvestment provisions of this proviso is provided to the Administrative Agent prior to the date such prepayment would otherwise be required to be made, if the Borrower and/or any of its Subsidiaries invests (or commits to invest) the Net Cash Proceeds from such event (or a portion thereof) within 365 days after receipt of such Net Cash Proceeds in assets used or useful in the business of the Borrower and its Subsidiaries, then no prepayment shall be required pursuant to this paragraph in respect of such Net Cash Proceeds from such Prepayment Event (or the applicable portion of such Net Cash Proceeds, if applicable, with any balance required to be utilized to prepay the Loans in accordance with this provision) except to the extent of any such Net Cash Proceeds therefrom that have not been so invested (or committed to be invested) by the end of such 365-day period (or if committed to be so invested within such 365-day period, have not been so invested within 18 months after the date of receipt of such Net Cash Proceeds), at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so invested. (ii) Each prepayment of Revolving Credit Loans pursuant to Section 2.05(b)(i) shall be applied to the Revolving Credit Facility (without permanent reduction of the Commitments except as provided in Section 2.06(a)(ii)) in the manner set forth in clause (iv) of this Section 2.05(b). (iii) If ~~for~~ (A) the Administrative Agent notifies the Borrower at any ~~reason~~ time during the Relief Period that the aggregate outstanding principal amount of Revolving Credit Loans exceeds the Relief Period Sublimit in effect at such time, then, within two Business Days after receipt of such notice, the Borrower shall prepay Revolving Credit Loans in an aggregate amount sufficient to reduce such outstanding principal amount of Revolving Credit Loans as of such date of payment to an amount not to exceed the Relief Period Sublimit then in effect, or (B) the Administrative Agent notifies the Borrower at any time that the Total Outstandings at ~~any~~ such time exceed the ~~Aggregate Commitments~~Revolving Credit Facility in effect at such time, then, within two Business Days after receipt of such notice, the Borrower shall ~~immediately~~ prepay Loans ~~and L/C Borrowings~~ and/or Cash Collateralize the L/C Obligations ~~(other than the L/C Borrowings)~~ in an aggregate amount ~~equal~~ sufficient to reduce such ~~excess~~Outstanding Amount as of such date of payment to an amount not to exceed the Revolving Credit Facility then in effect; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section ~~2.4(b~~2.05(b)(iii) ~~unless~~ unless, after the prepayment in full of the ~~Loans and L/C Borrowings~~Revolving Credit Loans, the Total Outstandings exceed the ~~Aggregate Commitments~~ Revolving Credit Facility then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (~~iii~~iv) ~~Prepayments~~ Except as otherwise provided in Section 2.16, prepayments of the Revolving Credit Facility made pursuant to this Section ~~2.4(b) shall be applied~~2.05(b), first, shall be applied ratably to the L/C ~~Borrowings~~Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding ~~Swingline Borrowings~~Revolving Credit Loans, and, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, shall be used to Cash Collateralize the remaining L/C ~~Obligations~~Obligations in full; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) ~~or (ii)~~ of this Section ~~2.4(b~~2.05(b), the amount remaining, if any, after the prepayment in full of all L/C ~~Borrowings~~ Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time ~~and, in the case of prepayments under Section 2.4(b)(ii) only,~~ and the Cash Collateralization of the remaining L/C Obligations in ~~full,~~ full may be retained by the ~~Borrower~~Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan ~~Party~~Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the applicable L/C Issuer or the applicable Lenders, as applicable~~. Prepayments~~ . (v) Notwithstanding anything to the contrary contained in any other provision of this Section 2.05(b), to the ~~Facility made~~ extent any mandatory prepayment required pursuant to Section 2.05(b)(i) (without giving effect to this Section ~~2.4(b~~2.05(b)(v)) is attributable to a Prepayment Event by a Foreign Subsidiary of the Borrower or an Excluded Domestic Subsidiary, no such prepayment (or a portion thereof) shall ~~not result under any circumstance in a permanent reduction~~ be required to be made if either (A) such prepayment (or portion thereof, or dividend or distribution to facilitate such prepayment) shall, at the time it is required to be made, be prohibited by applicable Requirement of Law (including by reason of financial assistance, corporate benefit, restrictions on upstreaming or transfer of cash intra group and the fiduciary and statutory duties of the ~~Commitments~~directors of relevant Subsidiaries), provided that the Borrower and its Subsidiaries shall make commercially reasonable efforts with respect to such Requirement of Law to permit such prepayment (or portion thereof, or dividend or distribution to facilitate such prepayment) in accordance therewith (it being understood that such efforts shall not require (x) any expenditure in excess of a nominal amount of funds or (y) modifications to the organizational or tax structure of the Borrower and its Subsidiaries to permit such prepayment (or portion thereof, or dividend or distribution to facilitate such prepayment)), or (B) a Restricted Payment or other distribution is reasonably necessary (notwithstanding the Loan Parties’ commercially reasonable efforts to make such mandatory prepayment without making such Restricted Payment or other distribution) in connection with such prepayment (or portion thereof) and the Borrower determines in good faith that the Borrower or any Subsidiary would incur a material liability in respect of Taxes (including any withholding tax) in connection with making such Restricted Payment or other distribution (outside of any taxes applicable to such Prepayment Event that both (x) are deducted in calculating the Net Cash Proceeds thereof and (y) would be incurred even if no such Restricted Payment or other distribution were made). Notwithstanding anything in the preceding sentence to the contrary, in the event the limitations or restrictions described therein cease to apply to any prepayment (or portion thereof, or dividend or distribution to facilitate such prepayment) required under Section 2.05(b)(i), the Borrower shall make such prepayment in an amount equal to the lesser of (x) the amount of such prepayment previously required to have been made without having given effect to such limitations or restrictions and (y) the amount of cash and Cash Equivalents on hand at such time, in each case, less the amount by which the Net Cash Proceeds from the Prepayment Event were previously used for the permanent repayment of Indebtedness (including any reductions in commitments related thereto).

Appears in 1 contract

Samples: Credit Agreement (Babcock & Wilcox Enterprises, Inc.)

Mandatory. (i) To If the ~~extent that~~ Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Revolving Loans in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds ~~promptly after~~ are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any ~~earlier date on which the Borrower has determined not~~ such prepayment with respect to ~~use such~~ Net Cash Proceeds ~~for~~ received on account of any Disposition of or Event of Loss with respect to assets with a value not exceeding 10% of the aggregate book value of the total consolidated assets of the Borrower and its Subsidiaries immediately prior to such ~~purpose~~Disposition or Event of Loss so long as no Default or Event of Default then exists, and (z) ~~(all such prepayments to be applied as set forth~~ in the case of any Disposition not covered by clause (~~iii~~y) ~~below). (ii) If for any reason~~ above, so long as no Default or Event of Default then exists, if the ~~Total Outstandings at any time exceed~~ Borrower states in its notice of such event that the ~~Aggregate Commitments~~Borrower or the relevant Subsidiary intends to reinvest, within 90 days of the applicable Disposition, the ~~Borrower shall immediately prepay Loans and L/C Borrowings and/or~~ Net Cash ~~Collateralize~~ Proceeds thereof in assets similar to the ~~L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal~~ assets which were subject to such ~~excess; provided~~Disposition, ~~however, that~~ then the Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash ~~Collateralize~~ Proceeds to the extent such Net Cash Proceeds are actually reinvested in such similar assets with such 90-day period. Promptly after the end of such 90-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Revolving Loans in the amount of such Net Cash Proceeds not so reinvested. The amount of each such prepayment shall be applied on a ratable basis among the outstanding Revolving Loans of the several Lenders based on the principal amounts thereof. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower's direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If after the Closing Date the Borrower or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), other than (1) equity securities issued in connection with the exercise of employee stock options or pursuant to the Borrower's employee stock purchase or 401(k) plans, (2) capital stock issued to the seller of an Acquired Business in connection with an Acquisition permitted hereby and (3) other issuances of equity securities the Net Cash Proceeds of which do not exceed $5,000,000 in the aggregate during the term of this Agreement, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Revolving Loans in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied on a ratable basis among the outstanding Revolving Loans of the several Lenders based on the principal amounts thereof. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.11 (Maintenance of Subsidiaries) or Section 9.1(i) (Change of Control) hereof or any other terms of the Loan Documents. (iii) If after the Closing Date the Borrower or any Subsidiary shall issue any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money permitted by Section 8.7(a)-(h) hereof, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Revolving Loans in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied on a ratable basis among the outstanding Revolving Loans of the several Lenders based on the principal amounts thereof. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or any other terms of the Loan Documents. (iv) The Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 1.12 hereof, prepay the Revolving Loans, Swing Loans, and, if necessary, prefund the L/C Obligations ~~pursuant~~ by the amount, if any, necessary to ~~this Section 2.4(b) unless after~~ reduce the ~~prepayment in full~~ sum of the ~~Loans~~ aggregate principal amount of Revolving Loans, Swing Loans, and L/C ~~Borrowings,~~ Obligations then outstanding to the ~~Total Outstandings exceed~~ amount to which the ~~Aggregate~~ Revolving Credit Commitments ~~then in effect~~have been so reduced. (~~iii~~v) ~~Prepayments~~ If at any time after the occurrence of the ~~Facility made pursuant to this Section 2.4(b) shall be applied~~Borrowing Base Condition the sum of the unpaid principal balance of the Revolving Loans, ~~first~~Swing Loans, ~~ratably to~~ and the L/C ~~Borrowings~~Obligations then outstanding shall be in excess of the Borrowing Base as then determined and computed, ~~second, ratably~~ the Borrower shall immediately and without notice or demand pay over the amount of the excess to the ~~outstanding Swingline Borrowings~~Administrative Agent for the account of the Lenders as and for a mandatory prepayment on such Obligations, ~~third, ratably~~ with each such prepayment first to be applied to the ~~outstanding~~ Revolving Loans and Swing Loans until payment in full thereof with any remaining balance to be held by the Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of Credit. (vi) Unless the Borrower otherwise directs, prepayments of Loans under this Section 1.8(b) shall be applied first to Borrowings of Base Rate Loans ~~(other than the Swingline Loans), fourth, ratably~~ until payment in full thereof with any balance applied to ~~the outstanding~~ Borrowings of Eurodollar ~~Rate Loans, and fifth,~~ Loans in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~1.8(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments~~ Eurodollar Loans or Swing Loans, accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 1.11 hereof. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~9.4 hereof.

Appears in 1 contract

Samples: Credit Agreement (Plexus Corp)

Mandatory. ~~(i) To~~ If the ~~extent~~ Administrative Agent notifies the Borrowers at any time that the Net Cash Proceeds of any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts, the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver Total Outstandings at such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in time exceed an amount equal to ~~100~~105% of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate ~~Commitments~~Commitments then in effect, then, within two (2) Business Days after receipt of such notice, the ~~Borrower~~ Borrowers shall ~~immediately~~ prepay Loans ~~and L/C Borrowings~~ and/or the Borrowers shall Cash Collateralize the L/C Obligations ~~(other than the L/C Borrowings)~~ in an aggregate amount at least equal to ~~such excess~~the amount by which the Total Outstandings exceed the Aggregate Commitments; provided, however, ~~that~~ that, subject to the ~~Borrower~~ provisions of Section 2.16(a), the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section ~~2.4(b~~2.05(b)(i) unless after the prepayment in full of the Loans ~~and L/C Borrowings,~~ the Total Outstandings exceed the Aggregate Commitments then in effect. . The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. If the Company or any of its Subsidiaries Disposes of any property in accordance with and permitted by Section 7.02(f) which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (~~iii~~such prepayments to be applied as set forth in clause (b)(v) ~~Prepayments~~ below). Upon the incurrence or issuance by the Company or any of its Subsidiaries of any unsecured Indebtedness and/or Indebtedness that is junior to the ~~Facility made~~ Indebtedness incurred hereunder, in each case pursuant to a capital markets transaction or any substitutions thereof, after the Amendment No. 3 Closing Date, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clause (b)(v) below). Upon the sale or issuance by the Company or any of its Subsidiaries of any of its Capital Stock after the Amendment No. 3 Closing Date (other than any sale or issuance of 90295627_3 Capital Stock in connection with employee benefit arrangements), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clause (b)(v) below). Each prepayment pursuant to the foregoing provisions of this Section ~~2.4(b~~2.05(b) shall be ~~applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans~~ applied (~~other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth,~~ x) in the case of ~~prepayments under Section 2.4(b)(ii~~an at-the-market (ATM) ~~only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required~~ offering pursuant to clause (ib)(iii) or above, on the last day of each March, June, September and December and (iiy) in all other cases, promptly (but in any event within 30 days upon such receipt of proceeds), to prepay on a pro rata basis based on outstanding balances under each of this ~~Section 2.4(b)~~Agreement, the ~~amount remaining~~Existing Revolving Credit Agreement, ~~if any~~the Existing 2015 Term Loan Credit Agreement and the Note Purchase Agreements, in each case, as of the last day of the fiscal quarter immediately preceding such Disposition or incurrence of Indebtedness or issuance of Capital Stock, as applicable, (A) first, Indebtedness outstanding under the Existing 2015 Term Loan Credit Agreement, and, after all amounts owing under the ~~prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations~~ Existing 2015 Term Loan Credit Agreement have been satisfied in full, ~~may be retained by~~ Loans outstanding hereunder and under the ~~Borrower. Upon~~ Existing Revolving Credit Agreement (on a pro rata basis), on the ~~drawing~~ one hand, and (B) certain outstanding amounts owing under the NPA Notes, on the other hand, in each case, it being agreed and understood that any portion of ~~any Letter of Credit that has been Cash Collateralized~~such proceeds offered to, but declined by, the ~~funds held as Cash Collateral~~ holders of the NPA Notes (after giving effect to all offers of such proceeds to the other holders of the NPA Notes) shall be ~~applied~~ used to prepay Indebtedness in accordance with subsection (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the CommitmentsA).

Appears in 1 contract

Samples: Revolving Credit Agreement (Chicago Bridge & Iron Co N V)

Mandatory. (i) To If the ~~extent that~~ Borrower or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in an amount exceeding $100,000 in any fiscal year, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ such Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash ~~Proceeds promptly after any earlier date on which~~ Proceeds; provided, in the case of (x) each Disposition and Event of Loss, if the Borrower ~~has determined not~~ states in its notice of such event that the Borrower or the applicable Subsidiary intends to ~~use such~~ invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds ~~for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments~~from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets or other assets used or useful in the Borrower ~~shall immediately prepay Loans~~ and ~~L/C Borrowings and/or Cash Collateralize the L/C Obligations (~~its Subsidiaries’ business other than ~~the L/C Borrowings) in an aggregate amount equal to such excess; provided~~inventory, ~~however~~then so long as no Default or Event of Default then exists, ~~that~~ the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash ~~Collateralize~~ Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrower’s notice with such 180-day period, and promptly after the end of such 180-day period, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so invested or reinvested and (y) Net Cash Proceeds constituting proceeds of business interruption insurance maintained the Borrower or applicable Subsidiary following an Event of Loss, no mandatory prepayment of such Net Cash Proceeds shall be required under this clause (i). The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full and then to the Line of Credit Loans (without any reduction in the Line of Credit Commitments) until paid in full. (ii) If after the Closing Date the Borrower or any Subsidiary shall issue any new equity securities (other than (A) Specified Preferred issued to CIC Partners and its Controlled Investment Affiliates, (B) equity securities issued to satisfy local licensing requirements, (C) equity securities issued in connection with the exercise of employee stock options, and (D) equity securities issued to the seller of an Acquired Business in connection with an Acquisition permitted by the terms hereof, if any) or incur any Indebtedness other than that permitted by Section 6.11 hereof, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance or incurrence to be received by the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance or incurrence the Borrower shall prepay the Obligations in the amount equal to (x) twenty five percent (25%) of such Net Cash Proceeds from the issuance of such new equity securities and (y) one hundred percent (100%) of the Net Cash Proceeds of the incurrence of any such Indebtedness. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full and then to the Line of Credit Loans (without any reduction in the Line of Credit Commitments) until paid in full. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 6.11 or any other terms of this Agreement. (iii) On or before the date that is thirty (30) days after the date annual financial statements are required to be delivered pursuant to Section 6.1(b) of each fiscal year, beginning with the fiscal year ending on or about December 31, 2011, the Borrower shall prepay the then-outstanding Loans by an amount equal to (x) the applicable ECF Percentage for the most recently completed fiscal year of the Borrower, multiplied by (y) Cash Flow of Borrower and its Subsidiaries for such fiscal year (or, in the case of the fiscal year ending on or about December 31, 2011, for the period commencing on the first day of the first month following the Closing Date through the end of such fiscal year) . The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full and then to the Line of Credit Loans (without reduction of the Line of Credit Commitment) until paid in full. Any voluntary prepayments of principal of the Term Loans made during any year shall reduce, by the amount of such voluntary prepayments, the amount required to be paid by the Borrower under this Section 2.8(b)(iii) during the year immediately subsequent to the year such voluntary prepayments were made; provided that, the amount required to be paid under this Section 2.8(b)(iii) shall not in any event be reduced to less than zero, and no such voluntary prepayments shall reduce payments required to be made under this Section 2.8(b)(iii) in any year following the year immediately subsequent to the year such voluntary payments were made. (iv) The Borrower shall, on each date the Line of Credit Commitments are reduced pursuant to Section 2.10, prepay the Line of Credit Loans and, if necessary, prefund the L/C Obligations ~~pursuant~~ by the amount, if any, necessary to ~~this Section 2.4(b) unless after~~ reduce the ~~prepayment in full~~ sum of the aggregate principal amount of Line of Credit Loans and L/C ~~Borrowings, the Total Outstandings exceed the Aggregate Commitments~~ Obligations then ~~in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably~~ outstanding to the ~~L/C Borrowings, second, ratably~~ amount to which the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter Line of Credit ~~that has~~ Commitments have been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitmentsso reduced.

Appears in 1 contract

Samples: Credit Agreement (Granite City Food & Brewery LTD)

Mandatory. If (i1) To the ~~extent that the Net Cash Proceeds~~ Borrower or any Restricted Subsidiary Disposes of any ~~Asset Sale~~ property or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale~~ assets (other than (x) any Disposition of any property or assets permitted by Section 7.04 (excluding Section 7.04(o)) or (y) any Disposition of equity interests of Amber Holding or acquisition of shares of Capital Stock of the Borrower acquired in the Stock Buy-Back) or (2) any Casualty Event occurs, which results in the realization or receipt by the Borrower or Restricted Subsidiary of ~~Extraordinary Receipts~~Net Proceeds in excess of $75,000,000, the Borrower shall ~~deliver~~ cause to be prepaid on or prior to the ~~notice required under Section 6.3(e~~date which is ten (10) ~~hereunder (it being agreed and understood that failure to deliver~~ Business Days after the date of the realization or receipt by the Borrower or Restricted Subsidiary of such ~~notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Net Proceeds an aggregate ~~principal~~ amount of Term Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of all Net Proceeds received; provided that if at the time that any such prepayment would be required, the Borrowers (or any Restricted Subsidiary) are required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers (or any Restricted Subsidiary) may apply such Net ~~Cash~~ Proceeds ~~promptly after any earlier date~~ on ~~which~~ a pro rata basis (determined on the ~~Borrower has determined~~ basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not ~~to use~~ exceed the amount of such ~~Net Cash Proceeds for any such purpose) (all such prepayments~~ net proceeds required to be ~~applied as set forth~~ allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in ~~clause (iii~~accordance with the terms hereof) ~~below). (ii) If for any reason~~ to the ~~Total Outstandings at any time exceed~~ prepayment of the ~~Aggregate Commitments, the Borrower shall immediately prepay~~ Term Loans and ~~L/C Borrowings and/or Cash Collateralize~~ to the ~~L/C Obligations (other than~~ repurchase or prepayment of Other Applicable Indebtedness, and the ~~L/C Borrowings~~amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) ~~in an aggregate amount equal to such excess~~shall be reduced accordingly; provided, ~~however~~further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no prepayment shall be required pursuant to this Section 2.05(b)(i) with respect to such portion of such Net Proceeds that the Borrower shall ~~not be required~~ have reinvested (or entered into a binding commitment to ~~Cash Collateralize~~ reinvest) in accordance with the ~~L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full~~ definition of ~~the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect~~“Net Proceeds. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments.”

Appears in 1 contract

Samples: Credit Agreement (Activision Blizzard, Inc.)

Mandatory. ~~(i) To~~ The Commitment Amount shall, on the ~~extent that~~ second Business Day following the ~~Net Cash Proceeds~~ receipt by the Parent or any of its Subsidiaries of any ~~Asset Sale~~ Net Disposition Proceeds, Net Equity Proceeds, Net Issuance Proceeds or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~Casualty Proceeds, as the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay case may be, be reduced by an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net ~~Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use~~ Disposition Proceeds, 50% of such Net ~~Cash~~ Equity Proceeds, 100% of such Net Issuance Proceeds ~~for any~~ or 100% of such ~~purpose) (all such prepayments to be applied~~ Casualty Proceeds, as ~~set forth in clause (iii) below). (ii) If for any reason~~ the Total Outstandings at any time exceed the Aggregate Commitments, the Borrower shall immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excesscase may be; provided, however, that, so long as a Default has not occurred and is not then continuing, the Commitment Amount shall not be reduced by (a) the amount of Net Disposition Proceeds received by the Parent or such Subsidiary in any Fiscal Year (commencing with the 2000 Fiscal Year) to the extent (x) such proceeds are applied to the acquisition or construction of property or assets to be used in the business of the Borrowers and their Subsidiaries within 180 days following the receipt thereof and (y) such property and assets (other than such property and assets so acquired or constructed in any Fiscal Year that have an aggregate fair market value not exceeding $1,000,000) are subject to a perfected, first priority Lien in favor of the ~~Borrower~~ Administrative Agent, subject only to Liens permitted by clauses (k), (l), (m) and (o) of Section 8.2.3; provided further, however, that Net Disposition Proceeds exceeding $2,500,000 from a single transaction shall not be required to ~~Cash Collateralize~~ be applied to the ~~L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full~~ reduction of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause Commitment Amount if (i) the Parent notifies the Administrative Agent in writing no later than the thirtieth day following the receipt of such Net Disposition Proceeds of the Parent's or such Subsidiary's good faith intention to apply such Net Disposition Proceeds to such replacement, acquisition or construction (and describes in reasonable written detail such proposed application no later than the sixtieth day following the receipt of such Net Disposition Proceeds) within 360 days following the receipt of such Net Disposition Proceeds and (ii) the Parent or such Subsidiary in fact uses such Net Disposition Proceeds as specified in such notice to the Administrative Agent within 360 days following the receipt of ~~this Section 2.4(b),~~ such Net Disposition Proceeds; and (b) the amount ~~remaining, if any, after~~ of any Casualty Proceeds received by the ~~prepayment~~ Parent or such Subsidiary that are applied to the rebuilding or replacement of the property or assets which were the source of such Casualty Proceeds within 180 days following the occurrence of such Casualty Event or such longer period as may otherwise be provided in ~~full of all L/C Borrowings and Loans outstanding at~~ any Mortgage with respect to such ~~time and,~~ property or assets. Each such reduction in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral Commitment Amount shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent ~~reduction of the Commitments~~and automatic.

Appears in 1 contract

Samples: Credit Agreement (Dollar Thrifty Automotive Group Inc)

Appears in 1 contract

Samples: Credit Agreement (Campbell Alliance Group Inc)

Mandatory. (i) To the extent that the Net Cash Proceeds of any Asset Sale or Extraordinary Receipt exceeds $~~25,000,000~~ 15,000,000 per Asset Sale or receipt of Extraordinary Receipts, the Borrower shall deliver the notice required under Section ~~6.3(e~~6.3(c) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments, the Borrower shall immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments.

Appears in 1 contract

Samples: Revolving Credit Agreement (PBF Logistics LP)

Mandatory. (iA) To Immediately upon any voluntary or involuntary (including casualty losses or condemnations) sale or disposition by any Borrower or its Subsidiaries of property or assets (other than sales or dispositions which qualify as Permitted Dispositions), such Borrower shall prepay, without penalty or premium, the outstanding Obligations in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions to the extent that the aggregate amount of such Net Cash Proceeds received by Borrowers and its Subsidiaries (and not paid to Agent as a prepayment of the Obligations) for all such sales or dispositions shall exceed $250,000 in any ~~Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~fiscal year; provided, ~~the Borrower shall deliver the notice required under Section 6.3(e~~however, that, so long as (1) ~~hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a~~ no Default or Event of Default ~~hereunder~~shall have occurred and is continuing, (2) Administrative Borrower shall have given Agent prior written notice of Borrowers’ and ~~prepay an aggregate principal amount~~ their respective Subsidiaries’ intention to apply such monies to the costs of ~~Loans equal to 100%~~ replacement of the property or assets which are the subject of such ~~excess Net Cash Proceeds promptly~~ sale or disposition or the cost of purchase or construction of other assets useful in the business of any of the Borrowers or their respective Subsidiaries, (3) the monies are held in a cash collateral account in which Agent has a perfected first-priority security interest, (4) Borrowers have Excess Availability of not less than $3,500,000 as of the date on which Agent receives the notice set forth in clause (2) above, and (5) a Borrower or a Subsidiary of a Borrower completes such replacement, purchase or construction within 180 days after the initial receipt ~~thereof (~~of such monies, such Borrower shall have the option to apply such monies to the costs of replacement of the property or if assets which are the ~~Borrower~~ subject of such sale or disposition or the costs of purchase or construction of other assets useful in ~~good faith intends to use such Net Cash Proceeds to acquire, improve~~ the business of any of the Borrowers or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale their respective Subsidiaries unless and to the extent ~~that~~that such applicable period shall have expired without such replacement, ~~within~~ purchase or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be paid to Agent and applied as set forth above. Nothing contained in this subclause (A) shall permit any Borrower or its Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 6.4. (B) Immediately upon the receipt by any Borrower or its Subsidiaries of any Extraordinary Receipts in any fiscal year, such ~~365 day period~~Borrower shall prepay, without premium or penalty, the ~~Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required~~ outstanding Obligations in accordance with clause (d) below in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (C) Immediately upon the issuance or incurrence by any Borrower or its Subsidiaries of any Indebtedness (other than Indebtedness permitted by Section 6.1), or the issuance by any Borrower or its Subsidiaries of any shares of its or their Stock (other than Excluded Issuances), such Borrower shall prepay the outstanding principal of the Obligations in accordance with clause (d) in an amount equal to 100% of the Net Cash Proceeds ~~promptly after any earlier date on which~~ received by such Borrower or its Subsidiaries in connection with such issuance or incurrence. Concurrent with each such prepayment, Borrowers shall pay to Agent, for the ~~Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied~~ ratable account of the Lenders holding the Obligations prepaid, the applicable prepayment premium as set forth in ~~clause~~ the Fee Letter. The provisions of this subsection (~~iii~~C) ~~below)~~shall not be deemed to be implied consent to any such issuance or incurrence otherwise prohibited by the terms and conditions of this Agreement. (iiD) If Within 10 days of delivery to Agent and Lenders of audited financial statements pursuant to Section 5.3, commencing with the delivery to Agent and Lenders of the financial statements for ~~any reason~~ the ~~Total Outstandings at any time exceed~~ fiscal year 2005 or, if such financial statements are not delivered to Agent and Lenders on the ~~Aggregate Commitments~~date such statements are required to be delivered pursuant to Section 5.3, 10 days after the date such statements are required to be delivered to Agent and Lenders pursuant to Section 5.3, Borrowers shall prepay, without penalty or premium, the ~~Borrower shall immediately prepay~~ outstanding principal amount of the Term Loans and ~~L/C Borrowings and/or Cash Collateralize~~ the ~~L/C Obligations~~ Advances in accordance with clause (~~other than the L/C Borrowings~~d) in an ~~aggregate~~ amount equal to ~~such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full~~ 50% of the ~~Loans~~ Excess Cash Flow of Borrowers and ~~L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect~~their Subsidiaries for such fiscal year. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments.

Appears in 1 contract

Samples: Credit Agreement (Buca Inc /Mn)

Appears in 1 contract

Samples: Revolving Credit Agreement (Philadelphia Energy Solutions Inc.)

Mandatory. (i) To The Borrower shall prepay in accordance with Section 2.04(c) amounts in the Distribution Suspense Account, to the extent ~~that~~ required to be prepaid in accordance with Section 2.16(j)(ii). (ii) In the ~~Net Cash Proceeds~~ event of any ~~Asset~~ termination or reduction of Working Capital Commitments pursuant to Section 2.05, Borrower shall repay or prepay its outstanding Working Capital Loans and L/C Loans in an amount, and Cash Collateralize the Letters of Credit in an amount equal to 102% of the amount, by which the Outstanding Amount of the Total Working Capital Exposure of the Working Capital Lenders exceeds the Working Capital Commitments or the Outstanding Amount of the L/C Obligations of the L/C Issuers exceeds the aggregate L/C Issuer Commitments, as applicable; provided that any amount provided to Cash Collateralize the Letters of Credit under this clause shall be returned to Borrower to the extent that, after giving effect to such return, Borrower would remain in compliance with this clause and no Event of Default shall have occurred and be continuing. (iii) If an Equity Sale or ~~Extraordinary Receipt exceeds $25,000,000 per Asset~~ a Total Sale ~~or receipt of Extraordinary Receipts~~occurs, the Borrower shall ~~deliver~~ prepay in accordance with Section 2.04(c), on or prior to the ~~notice required under Section 6.3(e~~date which is five (5) ~~hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event~~ Business Days after the date of ~~Default hereunder) and prepay~~ receipt by the Borrower of the Net Proceeds thereof, an aggregate principal amount of Term Loans in an amount equal to ~~100%~~ the applicable Prepayment Amount; provided that, the Borrower shall make such mandatory prepayments with the Net Proceeds thereof and, solely to the extent necessary, other cash of ~~such excess Net Cash Proceeds promptly after receipt thereof (or if~~ the Borrower in ~~good faith intends to use~~ an amount equal (together with such Net ~~Cash Proceeds~~ Proceeds) to ~~acquire, improve~~ the applicable Prepayment Amount. (iv) If the Borrower incurs or ~~maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in~~ issues any ~~line of business~~ Indebtedness after the Closing Date (other than Indebtedness not prohibited under ‎Section 7.02 (excluding Indebtedness incurred pursuant to clause (n) of the definition of “Permitted Debt”, which results in the receipt by ~~Section 7.7, then on or before~~ the ~~365th day after such Asset Sale to the extent that, within such 365 day period~~Borrower of Net Proceeds, the ~~Relevant Parties have not used~~ Borrower shall prepay in accordance with Section 2.04(c) an aggregate principal amount of Term Loans, together with all Swap Termination Amounts then due and payable as a result of any such ~~Net Cash Proceeds for such purpose~~prepayment, ~~provided, that prepayment shall be required~~ in an amount equal to 100% of ~~such~~ Net ~~Cash~~ Proceeds ~~promptly after any earlier date~~ received therefrom, on ~~which~~ or prior to the fifth (5th) Business Day following receipt thereof by the Borrower ~~has determined not to use such Net Cash Proceeds~~ (except, for any ~~such purpose) (all such prepayments to be applied as~~ Swap Termination Amounts, on the day set forth in ~~clause (iii) below~~Section 2.04(c)). (iiv) If ~~for~~ the Borrower receives any ~~reason the Total Outstandings at~~ Net Proceeds resulting from any ~~time exceed the Aggregate Commitments~~Disposition, Material Contract Payment or Casualty Event, the Borrower shall ~~immediately~~ prepay in accordance with Section 2.04(c), on or prior to the date which is five (5) Business Days after the receipt by the Borrower of such Net Proceeds, an aggregate principal amount of Term Loans equal to the applicable Prepayment Amount with respect to such Disposition, Material Contract Payment or Casualty Event. (vi) If any Transportation Agreement shall have been terminated, and ~~L/C Borrowings and/or Cash Collateralize~~ such terminated Transportation Agreement is not replaced on substantially similar terms on or prior to the ~~L/C Obligations~~ date that is six (~~other than~~ 6) months after such termination, the ~~L/C Borrowings~~Borrower shall prepay in accordance with Section 2.04(c) an aggregate principal amount of Term Loans in an ~~aggregate~~ amount equal to one hundred percent (100%) of cash available at level Eighth of Section 2.16(i) on each Quarterly Payment Date following such ~~excess~~six-month period until the date on which Debt Service Coverage Ratio shall equal or exceed 1.30:1.00. (vii) If the Term Conversion Date has not occurred on or before the last Business Day of June 2022 or September 2022 as a result of an extension of the Date Certain (in accordance with the definition thereof), the Borrower shall prepay in accordance with Section 2.04(c)(i), to the extent of amounts on deposit in or credited to the Revenue Account, an aggregate principal amount of Term Loans in an amount equal to the principal amount of the Term Loans that would have been payable on such date (as applicable) if no such extension of the Date Certain had occurred. (viii) Notwithstanding anything to the contrary in Sections 2.04(b)(iii), (b)(iv), (b)(v), (b)(vi) or (b)(vii), if at the time of any such prepayment under any such subsection the Borrower is required to prepay or to offer to repurchase or make payment of any Additional Pari Passu Permitted Debt with the Net Proceeds received with respect to any such subsection, then the Borrower may apply such Net Proceeds on a pro rata basis to the Term Loans and Additional Pari Passu Permitted Debt (determined with reference to the outstanding principal amount of each at such time, taking into account any Swap Termination Amounts resulting from such prepayment) and the amount of prepayment of the Term Loans shall be reduced by such amount applied to repay such Additional Pari Passu Permitted Debt; provided, ~~however~~further, ~~that~~ that, to the extent the holders of Additional Pari Passu Permitted Debt decline to have such indebtedness repurchased or prepaid, the Borrower shall ~~not be required~~ promptly (and in any event within five (5) Business Days following such rejection) apply such declined amount of Net Proceeds to ~~Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the~~ prepayment ~~in full~~ of the Term Loans ~~and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then~~ in ~~effect~~accordance with Section 2.04(c)(i). (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments.

Appears in 1 contract

Samples: Credit Agreement (Summit Midstream Partners, LP)

Mandatory. (i) To Subject to clause (vii) below, if the ~~extent that~~ Borrower or any Subsidiary shall at any time or from time to time make or agree to make an Asset Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any Fiscal Year, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Asset Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of ~~any~~ such Asset ~~Sale~~ Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ such Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds ~~promptly after any earlier date on which~~ in excess of $1,000,000; provided that in the case of each Asset Disposition and Event of Loss, if the Borrower ~~has determined not~~ states in such notice of such event that the Borrower or the applicable Subsidiary intends to ~~use such~~ invest or reinvest, as applicable, within twelve (12) months of the applicable Asset Disposition or receipt of Net Cash Proceeds ~~for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments~~from an Event of Loss, the ~~Borrower shall immediately prepay Loans and L/C Borrowings and/or~~ Net Cash ~~Collateralize the L/C Obligations (other than the L/C Borrowings)~~ Proceeds thereof in ~~an aggregate amount equal to such excess; provided~~similar like‑kind assets, ~~however~~then so long as no Default or Event of Default then exists, ~~that~~ the Borrower shall not be required to ~~Cash Collateralize the L/C Obligations pursuant to~~ make a mandatory prepayment under this Section ~~2.4(b~~in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrower’s notice within such twelve (12) ~~unless~~ month period. Promptly after the end of such twelve (12) month period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrower’s notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $1,000,000 not so invested or reinvested. The amount of each such prepayment shall be applied to the outstanding Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Asset Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in ~~full~~ the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) Subject to clause (vii) below, if after the Restatement Effective Date the Borrower or any Subsidiary shall issue any new Ownership Interests (other than Excluded Equity Issuances) or incur or assume any Indebtedness other than that permitted by Section 7.1 (other than Indebtedness permitted by Section 7.1(m)), the Borrower shall promptly notify the Administrative Agent of the ~~Loans~~ estimated Net Cash Proceeds of such issuance, incurrence or assumption to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, incurrence or assumption the Borrower shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the outstanding Loans. The Borrower acknowledges that its performance hereunder shall not limit the rights and ~~L/C Borrowings,~~ remedies of the ~~Total Outstandings exceed~~ Administrative Agent or the ~~Aggregate Commitments then in effect~~Lenders for any breach of Section 7.1 or any other terms of this Agreement. (iii) ~~Prepayments~~ Subject to clause (vii) below, on or before April 30th of each year, beginning April 30, 2019, the Borrower shall prepay the then‑outstanding Loans by an amount equal to 50% of Excess Cash Flow of the ~~Facility made pursuant to~~ Borrower on a Consolidated basis for the most recently completed Fiscal Year; provided that, no Excess Cash Flow payment shall be required under this Section ~~2.4(b~~2.8(b)(iii) with respect to such recently completed Fiscal Year to the extent that (A) the Consolidated Total Leverage Ratio is less than 2.50 to 1.00 as of the end of the two consecutive fiscal quarters of the Borrower immediately preceding the date such Excess Cash Flow payment would otherwise be required under this Section 2.8(b)(iii), and the Borrower has delivered to the Administrative Agent the compliance certificates required by Section 6.2(a) hereof with detailed calculations evidencing the Consolidated Total Leverage Ratio on such dates and (B) no Default or Event of Default has occurred and is continuing on April 30th of such year when the Excess Cash Flow payment would otherwise be required under this Section 2.8(b)(iii). The amount of each such prepayment shall be ~~applied, first, ratably to the L/C Borrowings, second, ratably~~ applied to the outstanding ~~Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline~~ Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Turning Point Brands, Inc.)

Mandatory. (i) To The Borrower shall, on each date the ~~extent that~~ Revolving Credit Commitments are reduced pursuant to Section 1.13 hereof, prepay the ~~Net Cash Proceeds~~ Revolving Loans, Swing Loans and, if necessary, prefund the L/C Obligations by the amount, if any, necessary to reduce the sum of ~~any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts,~~ the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of Revolving Loans, Swing Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, and L/C Obligations then ~~on or before the 365th day after such Asset Sale~~ outstanding to the ~~extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an~~ amount ~~equal~~ to ~~100% of such Net Cash Proceeds promptly after any earlier date on~~ which the ~~Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below)~~Revolving Credit Commitments have been so reduced. (ii) If On the deadline expressed in Section 8.5 below for ~~any reason~~ the ~~Total Outstandings at any time exceed~~ Banks' receipt of the ~~Aggregate Commitments~~audited financial statements for the fiscal year of the Borrower ending on or about December 31, 1998 and each fiscal year thereafter, or, if earlier the Borrower's receipt of such financial statements, the Borrower shall ~~immediately~~ prepay the Term Loans ~~and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in~~ by an ~~aggregate~~ amount equal to 50% of Excess Cash Flow of Borrower and its Subsidiaries for the then most recently completed fiscal year of the Borrower (for such ~~excess~~year, "Excess Cash Flow Net Proceeds"); provided, however, ~~that~~ the Borrower shall not be required to make any prepayment under this clause (i) if the Cash ~~Collateralize~~ Flow Leverage Ratio as of the ~~L/C Obligations pursuant to this Section 2.4(b) unless~~ last day of any two consecutive fiscal quarters of the Borrower ending after the ~~prepayment~~ date hereof is or has been in ~~full~~ each case less than or equal to 2.5 to 1.0 (it being understood and agreed upon that if such prepayments are not required because of the ~~Loans and L/C Borrowings~~foregoing proviso, the ~~Total Outstandings exceed~~ Borrower shall never again be required to make any prepayments under this clause (i)). Each such prepayment shall be applied to the ~~Aggregate Commitments then~~ remaining installments of the Term Notes in ~~effect~~the inverse order of maturity. (iii) ~~Prepayments~~ If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $500,000 on a cumulative basis during any calendar year, then (x) the Borrower shall promptly notify the Agent of such proposed Disposition or Event of Loss (including the amount of the ~~Facility~~ estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon, and in no event later than the Business Day after, receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall, or shall cause such Subsidiary to, deposit with the Agent an aggregate amount equal to 100% of the amount of such Net Cash Proceeds and the Agent will hold with it the amount of such proceeds so deposited in the Account; provided, however, that no such deposit shall be required, and accordingly the following described prepayment shall not be required with respect to Net Cash Proceeds of any Disposition made or Event of Loss suffered by Xxxxxx or any of its subsidiaries during the calendar year ended December 31, 1998 with respect to Property owned by Xxxxxx or any of its subsidiaries immediately after giving effect to the Xxxxxx Acquisition to the extent such Net Cash Proceeds, when taken together with the Net Cash Proceeds of all other Dispositions made and Events of Loss suffered by the Borrower and its Subsidiaries during the same calendar year, aggregate less than $2,500,000. From time to time upon the Borrower's request, the Agent will release the proceeds so deposited in the Account to the Borrower or such Subsidiary, as necessary, to pay for the replacement or rebuilding of the Property disposed of, lost or condemned, as the case may be, if at the time of such release, no Default or Event of Default shall have occurred and be continuing. If such Property has not been replaced or rebuilt within twelve (12) calendar months following the date of such Disposition or Event of Loss, or if the Borrower fails to notify the Agent in writing on or before sixty (60) days after such Disposition or Event of Loss that the Borrower or such Subsidiary will commence the replacement or rebuilding of such Property, or if the Borrower or such Subsidiary shall not be committed by contract to so replace or rebuild such Property within sixty (60) days after such Disposition or Event of Loss, then, in any such case, the Agent may at any time thereafter apply (without further notice to or demand on the Borrower) the proceeds so deposited in the Account pursuant to this Section ~~2.4(b~~with respect to such Disposition or Event of Loss and not yet released pursuant to this Section so as to prepay the Term Loans. Each such prepayment shall be applied to the remaining installments of the Term Notes in the inverse order of maturity. (iv) If after the date of this Agreement the Borrower or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), other than common stock issued in connection with the exercise of employee stock options, or dispose of any treasury stock, the Borrower shall promptly notify the Agent of the estimated Net Cash Proceeds of such issuance or disposition, as the case may be, to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon, and in no event later than the Business Day after, receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance or disposition, the Borrower shall prepay the Term Loans in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. Each such prepayment shall be applied to the remaining installments of the Term Notes in the inverse order of maturity. (v) Unless the Borrower otherwise directs, prepayments of Loans under this Section 1.9(b) shall be ~~applied, first, ratably~~ applied first to ~~the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding~~ Borrowings of Base Rate Loans ~~(other than~~ until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the ~~Swingline Loans), fourth, ratably~~ order in which their Interest Periods expire. Each prepayment of Loans under this Section 1.9(b) shall be made by the payment of the principal amount to be prepaid and accrued interest thereon to the ~~outstanding Eurodollar Rate Loans, and fifth, in~~ date of prepayment together with any amounts due the ~~case of prepayments~~ Banks under Section ~~2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case~~ 1.12 hereof. Each prefunding of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~9.4 hereof.

Appears in 1 contract

Samples: Credit Agreement (Diamond Home Services Inc)

Mandatory. (i) To If the ~~extent that~~ Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or $200,000 on a cumulative basis in any fiscal year of the Borrower, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ such Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds ~~promptly after~~ in excess of $100,000 individually or $200,000 on a cumulative basis in any ~~earlier date on which~~ fiscal year of the Borrower; provided that in the case of each Disposition and Event of Loss, if the Borrower ~~has determined~~ states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within one hundred eighty (180) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business, then so long as no Default or Event of Default then exists, the Borrower shall not be required to ~~use~~ make a mandatory prepayment under this Section in respect of such Net Cash Proceeds ~~for~~ to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrower’s notice within such one hundred eighty (180) day period. Promptly after the end of such one hundred eighty (180) day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrower’s notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 individually or $200,000 on a cumulative basis in any fiscal year of the Borrower not so invested or reinvested. The amount of each such ~~purpose) (all such prepayments to~~ prepayment shall be applied first to the outstanding Term Loans until paid in full, then to the Revolving Loans until paid in full (without a permanent reduction of the Revolving Commitments), and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in the Collateral Account. So long as ~~set forth in clause (iii) below)~~no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If ~~for~~ after the Closing Date the Borrower or any ~~reason the Total Outstandings at~~ Subsidiary shall issue any ~~time exceed the Aggregate Commitments~~new Ownership Interests (other than Excluded Equity Issuances) or incur or assume any Indebtedness other than that permitted by Section 6.11, the Borrower shall ~~immediately~~ promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance, incurrence or assumption to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, incurrence or assumption the Borrower shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full, and then to the Revolving Loans until paid in full (without a permanent reduction of the Revolving Commitments), then to the Swing Loans. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 6.11 or any other terms of this Agreement. (iii) If at any time the sum of the unpaid principal balance of the Revolving Loans, Swing Loans, and the L/C ~~Borrowings and/or~~ Obligations then outstanding shall be in excess of the Borrowing Base as then determined and computed, the Borrowers shall immediately upon notice (and, in any event, within one (1) Business Day of such notice) pay over the amount of the excess to the Administrative Agent for the account of the Lenders as and for a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the Revolving Loans until payment in full thereof (without a permanent reduction of the Revolving Commitments), then to the Swing Loans until payment in full thereof, with any remaining balance to be held by the Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of Credit. (iv) If after the Closing Date the Borrower or any Subsidiary shall issue any Subordinated Debt, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full, and then to the Revolving Loans until paid in full (without a permanent reduction of the Revolving Commitments), then to the Swing Loans. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 6.11 or any other terms of this Agreement. (v) On or before May 1 of each year, beginning May 1, 2018, the Borrower shall prepay the then-outstanding Loans by an amount equal to 50% of Excess Cash Flow of Borrower and its Subsidiaries for the most recently completed fiscal year of the Borrower; provided that, if at any time (A) the Senior Leverage Ratio is less than 2.00:1.00 as of the end of two consecutive fiscal quarters of the Parent and the Borrower has delivered to the Administrative Agent the compliance certificate required by Section 6.1(c) evidencing such computations of the Senior Leverage Ratio and (B) no Default or Event of Default has occurred and is continuing on such date, then the Borrower shall prepay the then-outstanding Loans by an amount equal to 25% of Excess Cash flow for the duration of this Agreement; provided, further that no Excess Cash Flow payment shall be required under this Section 2.8(b)(v) for the duration of this Agreement to the extent that (A) the Senior Leverage Ratio is less than 1.50:1.00 as of the end of two consecutive fiscal quarters of the Parent and the Borrower has delivered to the Administrative Agent the compliance certificate required by Section 6.1(c) evidencing such computations of the Senior Leverage Ratio and (B) no Default or Event of Default has occurred and is continuing on such dates. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full, then to the Revolving Loans until paid in full (without a permanent reduction of the Revolving Commitments), and then to the Swing Loans. (vi) The Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 2.10, prepay the Revolving Loans and, if necessary, Swing Loans and, if necessary, in accordance with Section 4.5, Cash Collateralize the L/C Obligations ~~(other than~~ by the ~~L/C Borrowings) in an aggregate amount equal~~ amount, if any, necessary to ~~such excess; provided, however, that~~ reduce the ~~Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full~~ sum of the aggregate principal amount of Revolving Loans, Swing Loans and L/C ~~Borrowings,~~ Obligations then outstanding to the ~~Total Outstandings exceed~~ amount to which the ~~Aggregate~~ Revolving Credit Commitments ~~then in effect~~have been so reduced. (~~iii~~vii) ~~Prepayments~~ Upon the occurrence of a Change of Control, concurrently with the closing of any such transaction, at the election of the ~~Facility made pursuant to this Section 2.4(b~~Administrative Agent and the Required Lenders, the Borrower shall (A) ~~shall be applied, first, ratably to~~ repay the ~~L/C Borrowings, second, ratably to~~ Loans in full by payment of the outstanding ~~Swingline Borrowings, third, ratably to~~ principal of and the accrued interest on all outstanding ~~Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate~~ Loans, together with all other amounts payable under the Loan Documents and ~~fifth, in the case of prepayments under Section 2.4(b)(ii~~(B) ~~only, to~~ Cash Collateralize 105% of the ~~remaining~~ then outstanding amount of all L/C Obligations; provided that in the event the Mezzanine Subordinated Debt is accelerated under Section 2(b)(v) of the Mezzanine Loan Agreement, the Borrower shall immediately and automatically (x) repay the Loans in full by payment of the outstanding principal of and the accrued interest on all outstanding Loans, together with all other amounts payable under the Loan Documents and (y) Cash Collateralize 105% of the then outstanding amount of all L/C Obligations. (viii) Unless the Borrower otherwise directs, prepayments of Loans under this Section 2.8(b) shall be applied first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.8(b) shall be made by the payment of the principal amount to be prepaid and, in the case of ~~prepayments~~ any Term Loans, Swing Loans or Eurodollar Loans, accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 8.1. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~4.5.

Appears in 1 contract

Samples: Credit Agreement (Limbach Holdings, Inc.)

Mandatory. (i) To If (1) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.04 (excluding dispositions permitted by Section 7.04(m), (s) (to the extent the proceeds thereof are received by Borrower or a Restricted Subsidiary) and (t) or (2) any Casualty Event occurs, that results in the ~~Net Cash Proceeds of any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale~~ realization or receipt by the Borrower or such Restricted Subsidiary of ~~Extraordinary Receipts~~Net Proceeds in excess of $25 million, the Borrower shall ~~deliver~~ cause to be prepaid on or prior to the ~~notice required under Section 6.3(e~~date which is ten (10) ~~hereunder (it being agreed and understood that failure to deliver~~ Business Days after the date of the realization or receipt by the Borrower or such ~~notice shall not constitute a Default or Event~~ Restricted Subsidiary of ~~Default hereunder) and prepay~~ such Net Proceeds an aggregate ~~principal~~ amount of Term Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of all Net Proceeds received; provided, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower (or any Restricted Subsidiary) may apply such Net ~~Cash~~ Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after ~~any earlier~~ the date ~~on which~~ of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no prepayment shall be required pursuant to this Section 2.05(b)(i) with respect to such portion of such Net Proceeds that the Borrower ~~has~~ or the relevant Restricted Subsidiary shall have reinvested or entered into a binding commitment to reinvest or otherwise determined ~~not~~ to ~~use such Net Cash Proceeds for any such purpose)~~ reinvest (~~all such prepayments to be applied~~ as set forth in ~~clause~~ a notice from the Borrower to the Administrative Agent to be delivered on or prior to the date which is ten (~~iii~~10) ~~below~~Business Days after the date of receipt of the applicable Net Proceeds), in each case in accordance with the definition of “Net Proceeds” and within the timeframe contemplated thereby. (ii) If any Loan Party or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than, in the case of the Borrower or any Restricted Subsidiary, Indebtedness not prohibited under Section 7.02, other than Credit Agreement Refinancing Indebtedness), the Borrower shall cause to be prepaid an aggregate amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Loan Party or Restricted Subsidiary of such Net Proceeds. (iii) If for any reason the ~~Total Outstandings~~ aggregate Revolving Credit Exposures at any time ~~exceed~~ exceeds the ~~Aggregate Commitments~~aggregate Revolving Credit Commitments then in effect, the Borrower shall ~~immediately~~ promptly prepay or cause to be promptly prepaid Revolving Credit Loans and ~~L/C Borrowings~~ Swing Line Loans and/or Cash Collateralize the L/C Obligations ~~(other than the L/C Borrowings)~~ in an aggregate amount equal to such excess~~; provided~~. (iv) If, ~~however~~for any Excess Cash Flow Period, ~~that~~ there shall be Excess Cash Flow, then not later than ten (10) Business Days after the date on which the Borrower is required to deliver annual financial statements pursuant to Section 6.01(a) with respect to such Excess Cash Flow Period, the Borrower shall prepay the Term Loans in an amount equal to (A) the Required ECF Percentage multiplied by the amount of Excess Cash Flow for such Excess Cash Flow Period minus (B) to the extent not financed with the proceeds of the incurrence of Indebtedness having a maturity of more than twelve (12) months from the date of incurrence thereof and not previously deducted pursuant to this clause (B) in any prior period, the amount of any optional prepayments of principal made by the Borrower during such Excess Cash Flow Period of (1) Term Loans (provided, that with respect to any prepayment of Term Loans below the par value thereof, the aggregate amount of such prepayment for purposes of this clause shall be ~~required~~ the amount of the Borrower’s cash payment in respect of such prepayment) and (2) the Revolving Credit Loans (to ~~Cash Collateralize~~ the ~~L/C Obligations~~ extent Revolving Credit Commitments are permanently reduced by the amount of, and at the time of, such prepayments). (v) Each prepayment of Term Loans pursuant to this Section ~~2.4(b~~2.05(b) ~~unless after~~ shall be applied on a pro rata basis to each then outstanding Class of Term Loans and shall be further applied within each Class of Term Loans to the Lenders of such Class of Term Loans in accordance with their respective Pro Rata Shares (provided, that any prepayment ~~in full~~ of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class (or Classes) of Refinanced Debt), subject to clause (vi) of this Section 2.05(b). Partial prepayments of the Term Loans ~~and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Prepayments of the Facility made~~ pursuant to this Section ~~2.4(b~~2.05(b) shall be ~~applied, first, ratably~~ applied to the ~~L/C Borrowings, second, ratably to~~ remaining scheduled amortization installments of the ~~outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate~~ Term Loans required under Section 2.07(a) (other than the ~~Swingline~~ repayment to be made on the Maturity Date for the Term Loans~~), fourth, ratably to~~ ) on a pro rata basis. (vi) The Borrower shall notify the ~~outstanding Eurodollar Rate Loans, and fifth,~~ Administrative Agent in ~~the case~~ writing of ~~prepayments under Section 2.4(b)(ii) only, to~~ any mandatory prepayment of Loans (and/or Cash ~~Collateralize the remaining~~ Collateralization of L/C Obligations~~; and, in the case of prepayments of the Facility~~ ) required to be made pursuant to ~~clause~~ clauses (i) or through (iiiv) of this Section ~~2.4(b~~2.05(b) promptly, and in no event more than three (3) Business Days, following the event giving rise to such mandatory prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (i), (ii) and (iv) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day prior to the proposed date of such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount ~~remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization~~ of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds remaining ~~L/C Obligations in full,~~ thereafter may be retained by the ~~Borrower. Upon the drawing of~~ Borrower and/or applied for any ~~Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action~~ purpose not otherwise prohibited by ~~or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to~~ this ~~Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~Agreement.

Appears in 1 contract

Samples: Credit Agreement (Entercom Communications Corp)

Mandatory. The Borrower shall prepay the TIFIA Loan in whole or in part, without penalty or premium: (i) To on each Semi-Annual Payment Date following the ~~extent that~~ Substantial Completion Date, all amounts on deposit in the ~~Net Cash Proceeds~~ TIFIA Prepayment Account on such date after taking into account the payment described in Section 9(c)(ii) of interest due and payable on such date in respect of the TIFIA Bond (but not constituting TIFIA Mandatory Debt Service), all as set forth in Section 606(c)(iv) of the Tenth Supplemental Indenture; (ii) if, as of any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts, the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds promptly after any earlier date on which the Borrower ~~has determined not to use such Net Cash Proceeds for any such purpose)~~ calculates the Rate Coverage Test under the Indenture Documents (~~all such prepayments to be applied as set forth~~ but in ~~clause (iii) below~~no event less frequently than annually)~~. (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments~~, the Borrower shall ~~immediately prepay Loans~~ have failed to be in compliance with the Rate Coverage Test for at least twelve (12) consecutive months (and ~~L/C Borrowings and/or Cash Collateralize~~ would remain out of compliance as of such date with the ~~L/C Obligations~~ Rate Coverage Test but for the prepayment required pursuant to this Section 10(a)(ii)), and after any payments or prepayments described in Section 9(b), Section 9(c) and Section 10(a)(i), an amount, payable from amounts then on deposit in the Airports Authority Account and, if necessary, the Set-Aside Account, that is sufficient to cause the Borrower to be in compliance with the Rate Coverage Test. If the mandatory prepayment described in this Section 10(a)(ii) is not sufficient to cause the Borrower to regain compliance with the Rate Coverage Test, the Borrower shall continue to make the mandatory prepayment described in this Section 10(a)(ii) on each date as of which the Borrower calculates the Rate Coverage Test thereafter until the Borrower is in compliance with the Rate Coverage Test. (~~other than~~ iii) upon receipt of any Termination Compensation, including any Allocable Costs or Losses (each as defined in the ~~L/C Borrowings) in~~ Permit and Operating Agreement), an ~~aggregate~~ amount equal to the proceeds thereof less the amount of such ~~excess~~proceeds used to pay Senior Obligations pursuant to the Indenture; provided, however, that if the ~~Borrower~~ Termination Compensation is payable after the occurrence of a Bankruptcy Related Event described in Section 20(a)(ix)(A), such proceeds shall ~~not~~ be ~~required~~ applied pro rata to ~~Cash Collateralize~~ prepay Senior Obligations and the ~~L/C Obligations~~ TIFIA Loan; (iv) following the application of Loss Proceeds to repair or restore the Dulles Toll Road following an Event of Loss, any Net Loss Proceeds; and (v) following the determination thereof, which determination shall be made no later than the first (1st) anniversary of the Substantial Completion Date, an amount equal to the product of (A) twenty-two and four hundred seventy-three thousandths percent (22.473%) multiplied by (B) an amount equal to the positive difference, if any, between (1) projected Eligible Project Costs included in the Base Case Projections less (2) the total amount of actual invoiced Eligible Project Costs. Each prepayment pursuant to this Section 2.4(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b10(a) shall be ~~applied~~accompanied by a certificate signed by the Borrower’s Authorized Representative identifying the provision of this Agreement pursuant to which such prepayment is being made and containing a calculation in reasonable detail of the amount of such prepayment, ~~first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (~~distinct from any other ~~than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case~~ amounts paid on such date. An illustrative schedule of prepayments under Section ~~2.4(b)(ii~~10(a)(i), based on the Base Case Financial Model, is set forth in Exhibit B-2; provided, that Exhibit B-2 is intended for informational purposes only and does not necessarily reflect the actual amounts to be prepaid under Section 10(a), which actual amounts will be determined in accordance with Section 9(c)(ii) ~~only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments~~ and with Section 606(c)(iv) of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the CommitmentsTenth Supplemental Indenture.

Appears in 1 contract

Samples: Tifia Loan Agreement

Mandatory. (i) To If the ~~extent that~~ Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrower, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ such Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds ~~promptly after any earlier date on which~~ in excess of $1,000,000; provided that in the case of each Disposition and Event of Loss, if the Borrower ~~has determined not~~ states in its notice of such event that the Borrower or the applicable Subsidiary intends to ~~use such~~ invest or reinvest, as applicable, within 90 days of the applicable Disposition or receipt of Net Cash Proceeds ~~for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments~~from an Event of Loss, the ~~Borrower shall immediately prepay Loans and L/C Borrowings and/or~~ Net Cash ~~Collateralize the L/C Obligations (other than the L/C Borrowings)~~ Proceeds thereof in ~~an aggregate amount equal to such excess; provided~~similar like-kind assets, ~~however~~then so long as no Default or Event of Default then exists, ~~that~~ the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash ~~Collateralize~~ Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrower’s notice with such 90-day period. Promptly after the end of such 90-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrower’s notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $1,000,000 not so invested or reinvested. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If after the Closing Date the Borrower or any Subsidiary shall issue any new equity securities (other than equity securities issued in connection with the exercise of employee stock options, equity securities issued to the seller of an Acquired Business in connection with an Acquisition permitted by the terms hereof, if any) or incur or assume any Indebtedness other than that permitted by Sections 6.11(a), (b) or (c) hereof, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance, incurrence or assumption to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, incurrence or assumption the Borrower shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 6.11 or any other terms of this Agreement. (iii) On or before January 31 of each year, beginning January 31, 2009, the Borrower shall prepay the then-outstanding Loans by an amount equal to 75% of Excess Cash Flow of Borrower and its Subsidiaries for the most recently completed fiscal year of the Borrower. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. Any voluntary prepayments of principal of the Term Loans made during any year shall reduce, by the amount of such voluntary prepayments, the amount required to be paid by the Borrower under this Section 2.8(b)(iii) during the year immediately subsequent to the year such voluntary prepayments were made; provided that, the amount required to be paid under this Section 2.8(b)(iii) shall not in any event be reduced to less than zero, and no such voluntary prepayments shall reduce payments required to be made under this Section 2.8(b)(iii) in any year following the year immediately subsequent to the year such voluntary payments were made. (iv) The Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 2.10, prepay the Revolving Loans and Swing Loans and, if necessary, prefund the L/C Obligations ~~pursuant~~ by the amount, if any, necessary to ~~this Section 2.4(b) unless after~~ reduce the ~~prepayment in full~~ sum of the aggregate principal amount of Revolving Loans, Swing Loans and L/C ~~Borrowings,~~ Obligations then outstanding to the ~~Total Outstandings exceed~~ amount to which the ~~Aggregate~~ Revolving Credit Commitments ~~then in effect~~have been so reduced. (~~iii~~v) ~~Prepayments~~ Unless the Borrower otherwise directs, prepayments of ~~the Facility made pursuant to~~ Loans under this Section ~~2.4(b~~2.8(b) shall be ~~applied, first, ratably~~ applied first to ~~the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding~~ Borrowings of Base Rate Loans ~~(other than the Swingline Loans), fourth, ratably~~ until payment in full thereof with any balance applied to ~~the outstanding~~ Borrowings of Eurodollar ~~Rate Loans, and fifth,~~ Loans in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~2.8(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments~~ any Term Loans, Swing Loans or Eurodollar Loans, accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 8.1. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied~~ made in accordance with Section 7.4. (~~without~~ vi) If at any ~~further action by or notice to or from~~ time the ~~Borrower or any other Loan Party) to reimburse~~ sum of the unpaid principal balance of the Revolving Loans and the L/C ~~Issuer or the Lenders, as applicable. Prepayments~~ Obligations then outstanding shall be in excess of the ~~Facility made pursuant to this Section 2.4(b)~~ Borrowing Base as then determined and computed, the Borrower shall ~~not result under any circumstance in a permanent reduction~~ immediately and without notice or demand pay over the amount of the ~~Commitments~~excess to the Administrative Agent for the account of the Lenders as and for a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the Revolving Loans until payment in full thereof with any remaining balance to be held by the Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Champion Industries Inc)

Mandatory. ~~(i) To~~ The Commitment Amount shall, on the ~~extent that~~ second Business Day following the ~~Net Cash Proceeds~~ receipt by the Parent or any of its Subsidiaries of any ~~Asset Sale~~ Net Disposition Proceeds, Net Equity Proceeds, Net Issuance Proceeds or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~Casualty Proceeds, as the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay case may be, be reduced by an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net ~~Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use~~ Disposition Proceeds, 50% of such Net ~~Cash~~ Equity Proceeds, 100% of such Net Issuance Proceeds ~~for any~~ or 100% of such ~~purpose) (all such prepayments to be applied~~ Casualty Proceeds, as ~~set forth in clause (iii) below). (ii) If for any reason~~ the Total Outstandings at any time exceed the Aggregate Commitments, the Borrower shall immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excesscase may be; provided, however, that, so long as a Default has not occurred and is not then continuing, the Commitment Amount shall not be reduced by (a) the amount of Net Disposition Proceeds received by the Parent or such Subsidiary in any Fiscal Year (commencing with the 2003 Fiscal Year) to the extent (x) such proceeds are applied to the acquisition or construction of property or assets to be used in the business of the Borrowers and their Subsidiaries within 360 days following the receipt thereof and (y) such property and assets (other than such property and assets so acquired or constructed in any Fiscal Year that have an aggregate fair market value not exceeding $1,000,000) are subject to a perfected, first priority Lien in favor of the ~~Borrower~~ Administrative Agent, subject only to Liens permitted by clauses (k), (l), (m) and (o) of Section 8.2.3; provided further, however, that Net Disposition Proceeds exceeding $2,500,000 from a single transaction shall not be required to ~~Cash Collateralize~~ be applied to the ~~L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full~~ reduction of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause Commitment Amount if (i) the Parent notifies the Administrative Agent in writing no later than the thirtieth day following the receipt of such Net Disposition Proceeds of the Parent's or such Subsidiary's good faith intention to apply such Net Disposition Proceeds to such replacement, acquisition or construction (and describes in reasonable written detail such proposed application no later than the sixtieth day following the receipt of such Net Disposition Proceeds) within 360 days following the receipt of such Net Disposition Proceeds and (ii) the Parent or such Subsidiary in fact uses such Net Disposition Proceeds as specified in such notice to the Administrative Agent within 360 days following the receipt of ~~this Section 2.4(b),~~ such Net Disposition Proceeds; and (b) the amount ~~remaining, if any, after~~ of any Casualty Proceeds received by the ~~prepayment~~ Parent or such Subsidiary that are applied to the rebuilding or replacement of the property or assets which were the source of such Casualty Proceeds within 360 days following the occurrence of such Casualty Event or such longer period as may otherwise be provided in ~~full of all L/C Borrowings and Loans outstanding at~~ any Mortgage with respect to such ~~time and,~~ property or assets. Each such reduction in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral Commitment Amount shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent ~~reduction of the Commitments~~and automatic.

Appears in 1 contract

Samples: Credit Agreement (Dollar Thrifty Automotive Group Inc)

Mandatory. ~~(i) To~~ If the ~~extent~~ Administrative Agent notifies the Borrowers at any time that the Net Cash Proceeds of any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts, the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver Total Outstandings at such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in time exceed an amount equal to ~~100~~105% of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate ~~Commitments~~Commitments then in effect, then, within two (2) Business Days after receipt of such notice, the ~~Borrower~~ Borrowers shall ~~immediately~~ prepay Loans ~~and L/C Borrowings~~ and/or the Borrowers shall Cash Collateralize the L/C Obligations ~~(other than the L/C Borrowings)~~ in an aggregate amount at least equal to ~~such excess~~the amount by which the Total Outstandings exceed the Aggregate Commitments; provided, however, ~~that~~ that, subject to the ~~Borrower~~ provisions of Section 2.16(a), the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section ~~2.4(b~~2.05(b)(i) unless after the prepayment in full of the Loans ~~and L/C Borrowings,~~ the Total Outstandings exceed the Aggregate Commitments then in effect. . The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. If the Company or any of its Subsidiaries Disposes of any property in accordance with and permitted by Section 7.02(f) which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (~~iii~~such prepayments to be applied as set forth in clause (b)(v) ~~Prepayments~~ below). Upon the incurrence or issuance by the Company or any of its Subsidiaries of any unsecured Indebtedness and/or Indebtedness that is junior to the ~~Facility made~~ Indebtedness incurred hereunder, in each case pursuant to a capital markets transaction or any substitutions thereof, after the Amendment No. 6 Closing Date, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clause (b)(v) below). 63 89826417_6 Upon the sale or issuance by the Company or any of its Subsidiaries of any of its Capital Stock after the Amendment No. 6 Closing Date (other than any sale or issuance of Capital Stock in connection with employee benefit arrangements), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clause (b)(v) below). Each prepayment pursuant to the foregoing provisions of this Section ~~2.4(b~~2.05(b) shall be ~~applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans~~ applied (~~other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth,~~ x) in the case of ~~prepayments under Section 2.4(b)(ii~~an at-the-market (ATM) ~~only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required~~ offering pursuant to clause (ib)(iii) or above, on the last day of each March, June, September and December and (iiy) in all other cases, promptly (but in any event within 30 days upon such receipt of proceeds), to prepay on a pro rata basis based on outstanding balances under each of this ~~Section 2.4(b)~~Agreement, the ~~amount remaining~~Existing Revolving Credit Agreement, ~~if any~~the Existing 2015 Term Loan Credit Agreement and the Note Purchase Agreements, in each case, as of the last day of the fiscal quarter immediately preceding such Disposition or incurrence of Indebtedness or issuance of Capital Stock, as applicable, (A) first, Indebtedness outstanding under the Existing 2015 Term Loan Credit Agreement, and, after all amounts owing under the ~~prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations~~ Existing 2015 Term Loan Credit Agreement have been satisfied in full, ~~may be retained by~~ Loans outstanding hereunder and under the ~~Borrower. Upon~~ Existing Revolving Credit Agreement (on a pro rata basis), on the ~~drawing~~ one hand, and (B) certain outstanding amounts owing under the NPA Notes, on the other hand, in each case, it being agreed and understood that any portion of ~~any Letter of Credit that has been Cash Collateralized~~such proceeds offered to, but declined by, the ~~funds held as Cash Collateral~~ holders of the NPA Notes (after giving effect to all offers of such proceeds to the other holders of the NPA Notes) shall be ~~applied~~ used to prepay Indebtedness in accordance with subsection (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the CommitmentsA).

Appears in 1 contract

Samples: Credit Agreement (Chicago Bridge & Iron Co N V)

Mandatory. (i) To The Borrower shall, on the ~~extent that~~ Business Day following the date of receipt of any Net Cash Proceeds by any Loan Party or any of ~~any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~its Subsidiaries, the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of ~~Loans~~ the Advances equal to ~~100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use~~ such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments, the Borrower shall immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excessProceeds; provided, however, that (A) the Borrower shall not be required to make any prepayment hereunder with Net Cash ~~Collateralize~~ Proceeds unless and until the aggregate amount of all such Net Cash Proceeds (excluding Net Cash Proceeds from Extraordinary Receipts) that have not theretofore been applied to prepay the Advances pursuant to this Section 2.06(b)(i) exceeds $5,000,000 (at such time the Borrower shall be required to make a prepayment hereunder with all such excess Net Cash Proceeds except to the extent such prepayment is not required under clause (B), (C), or (D) of this proviso), (B) to the extent the aggregate amount of all Net Cash Proceeds (excluding Net Cash Proceeds from Extraordinary Receipts) received by the Loan Parties and their Subsidiaries shall exceed $10,000,000, only 75% of any amount of such excess amount of Net Cash Proceeds received shall be required to be applied to prepayment hereunder, (C) in the case of Net Cash Proceeds that are Extraordinary Receipts in respect of any casualty or condemnation event (“Extraordinary Receipts Proceeds”), to the extent such Extraordinary Receipts Proceeds are used to repair, restore or replace the assets that are the subject of such event in substantially the same location promptly after the receipt of such Extraordinary Receipts Proceeds by a Loan Party or any of its Subsidiaries, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder, and (D) in the case of Extraordinary Receipts Proceeds received with respect to a casualty or condemnation event in respect of Inventory, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder. Each such prepayment shall be applied first ratably to the outstanding Term Advances, second ratably to the outstanding Revolving Credit Facility as set forth in clause (iv) below, and third, if required under Section 2.03(g), deposited in the L/C ~~Obligations pursuant to this Section 2.4(b~~Cash Collateral Account. (ii) ~~unless after the prepayment in full~~ The Borrower shall, on each Business Day, if applicable, prepay an aggregate principal amount of the ~~Loans and~~ Revolving Credit Advances or the Letter of Credit Advances or deposit an amount in the L/C ~~Borrowings,~~ Collateral Account in an amount equal to the ~~Total Outstandings exceed~~ amount by which (A) the ~~Aggregate~~ sum of (x) the Revolving Credit Advances and the Letter of Credit Advances then outstanding plus (y) the aggregate Available Amount of all Letters of Credit then outstanding exceeds (B) the lesser of (x) the sum of the aggregate Revolving Credit Commitments and (y) (1) the Borrowing Base minus (2) the aggregate principal amount of the Term Advances then ~~in effect~~outstanding. (iii) The Borrower shall, on each Business Day, if applicable, pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in such L/C Cash Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Sublimit on such Business Day. (iv) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause clauses (i) or and (ii) above shall be first applied to prepay Letter of ~~this Section 2.4(b), the amount remaining~~Credit Advances then outstanding, if any, ~~after the prepayment in full of all L/C Borrowings and Loans outstanding at~~ until such ~~time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations~~ Advances are paid in full, ~~may be retained by the Borrower. Upon the drawing of any Letter of~~ second applied ratably to prepay Revolving Credit ~~that has been Cash Collateralized~~Advances then outstanding, ~~the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders~~if any, ~~as applicable. Prepayments of the Facility made pursuant to this~~ until such Advances are paid in full and third, if required under Section ~~2.4(b) shall not result under any circumstance~~ 2.03(g), deposited in ~~a permanent reduction of the Commitments.~~the

Appears in 1 contract

Samples: Senior Secured Debtor in Possession Credit Agreement (Chemtura CORP)

Mandatory. (i) ~~To the extent~~ On any date that the ~~Net Cash Proceeds~~ sum of ~~any Asset Sale or Extraordinary Receipt~~ the Revolving Loan plus the Letter of Credit Exposure plus the Swing Line Loan exceeds ~~$25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~the Total Commitment then in effect, the Borrower ~~shall deliver~~ shall, within one (1) Business Day, to the ~~notice required under Section 6.3(e~~extent of such excess, first prepay to the Administrative Agent for the benefit of the Swing Line Lender (and the other Lenders, as applicable) ~~hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate~~ the outstanding principal amount of ~~Loans equal~~ the Swing Line Advances, second prepay to ~~100%~~ the Administrative Agent for the benefit of the Lenders on a pro rata basis the outstanding principal amount of the Revolving Advances and any unpaid amounts of the Letter of Credit Obligations owed to the Lenders; and third make deposits into the Cash Collateral Account to provide cash collateral in the amount of such excess ~~Net Cash Proceeds promptly after receipt thereof (or if~~ for the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line remaining Letter of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below)Credit Exposure. (ii) ~~If for~~ Upon the occurrence of any ~~reason~~ Disposition or any Recovery Event in excess of $10,000,000.00 (except (i) to the ~~Total Outstandings at any time exceed~~ extent that a Reinvestment Notice shall be delivered in respect of such Disposition or Recovery Event, (ii) Dispositions described in clauses (a) through (h) and (j) and (k) of Section 6.8 or (iii) with respect to cash receipts in the ~~Aggregate Commitments~~ordinary course of business of the applicable recipient), then on the date of receipt by the Borrower ~~shall immediately prepay Loans and L/C Borrowings and/or Cash Collateralize~~ or the ~~L/C Obligations~~ applicable Restricted Subsidiary (other than Global Holdings and its Subsidiaries) of the ~~L/C Borrowings) in~~ Net Cash Proceeds related thereto, the Advances shall immediately be prepaid by an ~~aggregate~~ amount equal to the amount of such ~~excess~~Net Cash Proceeds; ~~provided~~provided that, ~~however~~notwithstanding the foregoing, ~~that~~ on each Reinvestment Prepayment Date the ~~Borrower~~ Advances shall be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event. For purposes of calculating the Net Cash Proceeds received from a Disposition or from a Recovery Event, such proceeds shall be determined as of the date of the applicable Disposition or Recovery Event, whether or not received on such date, but no such amount shall be required to ~~Cash Collateralize~~ be applied to prepayment of the ~~L/C Obligations~~ Advances pursuant to this Section ~~2.4(b) unless after~~ until received by the ~~prepayment in full~~ applicable Person. The provisions of this Section do not constitute a consent to the ~~Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect~~consummation of any Disposition not permitted by Section 6.8. (iii) ~~Prepayments~~ The Borrower agrees to make a mandatory prepayment of the ~~Facility made pursuant~~ Advances by an amount equal to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments 75% of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit Debt Incurrence Proceeds that ~~has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from~~ the Borrower or any of its Restricted Subsidiaries (other ~~Loan Party~~than Global Holdings and its Subsidiaries) ~~to reimburse~~ receives from each Debt Incurrence after the ~~L/C Issuer or~~ Effective Date within thirty (30) days after the ~~Lenders, as applicable. Prepayments~~ date of ~~the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~each such Debt Incurrence.

Appears in 1 contract

Samples: Credit Agreement (Pioneer Drilling Co)

Mandatory. (i) To If the ~~extent that~~ Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds ~~promptly after~~ are applied to replace or restore the relevant Property in accordance with the terms herein, (y) this subsection shall not require any ~~earlier date on which the Borrower has determined not~~ such prepayment with respect to ~~use such~~ Net Cash Proceeds ~~for~~ received on account of Dispositions during any ~~such purpose~~fiscal year of the Borrower not exceeding $500,000 in the aggregate so long as no Event of Default then exists, and (z) ~~(all such prepayments to be applied as set forth~~ in the case of any Disposition not covered by clause (~~iii~~y) ~~below). (ii) If for any reason~~ above, so long as no Default or Event of Default then exists, if the ~~Total Outstandings at any time exceed~~ Borrower states in its notice of such event that the ~~Aggregate Commitments~~Borrower or the relevant Subsidiary intends to reinvest, within 120 days of the applicable Disposition, the ~~Borrower shall immediately prepay Loans and L/C Borrowings and/or~~ Net Cash ~~Collateralize~~ Proceeds thereof in assets similar to the ~~L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal~~ assets which were subject to such ~~excess; provided~~Disposition, ~~however, that~~ then the Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash ~~Collateralize~~ Proceeds to the ~~L/C~~ extent such Net Cash Proceeds are actually reinvested in such similar assets with such 120-day period. Promptly after the end of such 120-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. The amount of each such prepayment shall be applied, subject to Section 1.9(b)(vi) below, first to the outstanding Term Loans (to be applied on a ratable basis between the outstanding Term A Loans, Term B-1 Loans, and Term B-2 Loans based on the outstanding principal amounts thereof) until paid in full and then to the Revolving Credit. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If after the Closing Date the Borrower or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), other than (1) equity securities issued in connection with ordinary course employee benefit or compensation programs, (2) capital stock of the Parent issued to the seller of an Acquired Business in connection with a Permitted Acquisition, (3) capital stock of the Parent, the Borrower or any Subsidiary issued to employees or directors (if necessary for such director to qualify as such), (4) capital stock issued to finance Capital Expenditures permitted hereunder or in connection with a Permitted Acquisition, or (5) capital stock of the Parent issued to Xxxxx Xxxxxxx or the other then existing shareholders no more than two (2) occasions per fiscal year of the Borrower, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied, subject to Section 1.9(b)(vi) below, first to the outstanding Term Loans (to be applied on a ratable basis between the outstanding Term A Loans, Term B-1 Loans, and Term B-2 Loans based on the outstanding principal amounts thereof) until paid in full and then to the Revolving Credit. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.11 (Maintenance of Subsidiaries) or Section 9.1(i) (Change of Control) hereof or any other terms of the Loan Documents. (iii) If after the Closing Date the Borrower or any Subsidiary shall issue any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money permitted by Section 8.7(a)-(d) or (f) hereof, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied, subject to Section 1.9(b)(vi) below, first to the outstanding Term Loans (to be applied on a ratable basis between the outstanding Term A Loans, Term B-1 Loans, and Term B-2 Loans based on the outstanding principal amounts thereof) until paid in full and then to the Revolving Credit. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or any other terms of the Loan Documents. (iv) If after the Closing Date the Borrower or any Subsidiary shall issue any Subordinated Debt, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied, subject to Section 1.9(b)(vi) below, first to the outstanding Term Loans (to be applied on a ratable basis between the outstanding Term A Loans, Term B-1 Loans, and Term B-2 Loans based on the outstanding principal amounts thereof) until paid in full and then to the Revolving Credit. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or any other terms of the Loan Documents. (v) Within 30 days after receipt of the Parent’s year-end audited financial statements, and in any event within 120 days after the end of each fiscal year of the Parent (commencing with fiscal year ending December 31, 2007), the Borrower shall prepay the Obligations by an amount equal to the Excess Cash Flow Prepayment Percentage of Excess Cash Flow of Parent and its Subsidiaries for the most recently completed fiscal year of the Parent. The amount of each such prepayment shall be applied, subject to Section 1.9(b)(vi) below, first to the outstanding Term Loans (to be applied on a ratable basis between the outstanding Term A Loans, Term B-1 Loans, and Term B-2 Loans based on the outstanding principal amounts thereof) until paid in full and then to the Revolving Credit. (vi) Notwithstanding anything to the contrary contained in this Section 1.9(b) or elsewhere in this Agreement, any Lender with an outstanding Term B Loan shall have the option to waive any mandatory prepayment of such Term B Loan pursuant to clauses (i)-(v), both inclusive, of this Section ~~2.4(b~~1.9(b) ~~unless after~~ (each such prepayment a “Waiveable Mandatory Term B Loan Prepayment”) upon the terms and provisions set forth in this Section. In the event any such Lender desires to waive such Lender’s right to receive any such Waiveable Mandatory Term B Loan Prepayment in whole or in part, such Lender shall so advise the Administrative Agent no later than the date on which such prepayment is to occur, which notice shall also include the amount such Lender desires to receive in respect of such prepayment. If any such Lender does not provide such notice, it will be deemed to have accepted 100% of the total amount. In the event that any such Lender waives all or any part of such right to receive any such Waiveable Mandatory Term B Loan Prepayment, the Administrative Agent shall apply 100% of the amount so waived by such Lender to the Term A Loans then outstanding in accordance with the relevant clause of this Section 1.9(b), provided that no such waiver request shall be honored following the prepayment in full of the ~~Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect~~Term A Loans. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments.

Appears in 1 contract

Samples: First Lien Credit Agreement (Excelligence Learning Corp)

Mandatory. (i) To Subject to the ~~extent that~~ Borrower's rights under clauses (ii) and (iii) of this Section 2.06 below, the Borrower shall, on the date of receipt of any Net Cash Proceeds by any Loan Party or any of ~~any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~its Subsidiaries, offer to the ~~Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure~~ Lenders to ~~deliver such notice shall not constitute a Default or Event of Default hereunder) and~~ prepay an aggregate principal amount of ~~Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (~~the Advances or if deposit into the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in Collateral Account an amount equal to ~~100%~~ the amount of such Net Cash ~~Proceeds promptly after~~ Proceeds. Each such prepayment accepted by the Lenders shall be applied ratably to each of the Term B Facilities on a pro rata basis. Each Lender shall have the right to reject any ~~earlier date on which~~ offered mandatory prepayment under this Section 2.06(b)(i) and, if a Lender does so reject an offered mandatory prepayment, the Borrower ~~has determined not~~ will offer to ~~use~~ the Lenders that have agreed to accept the offered prepayment to prepay to such Lenders ratably the amount of such prepayment so rejected. Any amount of Net Cash Proceeds ~~for any such purpose~~which all Lenders reject as a mandatory prepayment under this Section 2.06(b) ~~(all such prepayments~~ may be retained and used by the Borrower subject to ~~be applied as set forth in clause (iii) below)~~compliance with the other requirements of the Loan Documents. (ii) If either the Trump Plaza or the Trump Marina is sold as permitxxx xy Section 5.02(x)(x), xxx Loan Party that has sold such property (the Trump Plaza or the Trump Marina, as applicable) mxx xxe the Net Cash Xxxxxxxx xxom such sale to acquire substitute collateral acceptable to the Required Lenders, which substitute collateral, in addition to satisfying all such other conditions as the Required Lenders may require, must be of like-kind with the property sold (unless the Required Lenders, acting in their sole discretion, expressly agree to accept substitute collateral that is not like-kind with that sold), must be subjected to a perfected, first priority Lien securing the Obligations in favor of the Collateral Agent for the benefit of the Lenders granted pursuant to the Collateral Documents in form and substance satisfactory to the Collateral Agent, and must be accompanied by all other agreements, documents and instruments (including, without limitation, policies of title insurance insuring the Collateral Agent's Lien) required by Section 5.01(j). In the event the Net Cash Proceeds from the sale of the Trump Plaza or the Trump Marina as permitted herexx xxe not immediately xxxxxxxxed into substitute collateral acceptable to the Required Lenders, then such Loan Party that has sold such property must deposit such Net Cash Proceeds in a Collateral Account at a bank acceptable to the Agents, with such Collateral Account and all securities, property or other assets held or contained therein to be pledged to the Collateral Agent as additional Collateral. If substitute collateral acceptable to the Required Lenders is identified and is to be acquired by a Loan Party prior to the first anniversary of the date of the closing of the sale of the Trump Plaza or the Trump Marina, then the Net Cash Proceeds from such sale, to the extent required to complete the purchase of the substitute collateral, will be released from the Collateral Account into which they were placed at the closing of the acquisition of the substitute collateral as if such Net Cash Proceeds were an Advance, so long as all applicable conditions to the Borrower's right to then receive an Advance were satisfied and provided the Loan Parties satisfy all applicable requirements of Section 5.01(j) relating to such substitute collateral. Notwithstanding the foregoing, and without limitation of any ~~reason~~ of the ~~Total Outstandings~~ rights or remedies the Lenders or either Agent, if, (A) at any time ~~exceed~~ such Net Cash Proceeds or any portion thereof remain in the ~~Aggregate Commitments~~Collateral Account, either (1) a Default exists or (2) the Required Lenders reasonably determine that a Material Adverse Change has occurred, or (B) substitute collateral acceptable to the Required Lenders has not been identified and subjected to a perfected, first priority Lien as required in this Section 2.06(b)(ii) above within 365 days after the date of receipt of the proceeds of the sale of the Trump Plaza or the Trump Marina (as applicable), xxxx the Required Lenders may xnstruct the Agents to (and if such instruction is given, the Agents are authorized to and will) apply such Net Cash Proceeds and all interest accrued thereon as an optional prepayment under Section 2.06(a). Notwithstanding the foregoing, in the event that a sale of either the Trump Marina or the Trump Plaza constitutes an Exxxxxxxxxxxx Asset Sale, as such term is defined in the New Notes Indenture, then the Net Cash Proceeds from such sale must first be made available to the Administrative Agent for the benefit of the Lenders and each Lender, in its sole discretion, may elect to either (1) utilize all or a portion of such Net Cash Proceeds to prepay the Loans, together with payment of the applicable Prepayment Fee and accrued interest to the date of such prepayment on the aggregate principal amount prepaid, or (2) decline to utilize all or any portion of the Net Cash Proceeds to prepay the Loans. In the event any of the Lenders elects to decline to utilize any portion of the Net Cash Proceeds offered to such Lender to prepay the portion of the Loans payable to such Lender, the Net Cash Proceeds not so used to prepay such portion of such Loans may be used by the Borrower for any application allowed under the New Notes Indenture. (iii) Notwithstanding anything to the contrary contained in subsection (b)(i) of this Section 2.06, so long as no Event of Default shall have occurred and be continuing, if, on any date on which a prepayment of Advances would otherwise be required pursuant to subsection (b)(i) of this Section 2.06, the aggregate amount of Net Cash Proceeds or other amounts otherwise required by such subsection to be applied to prepay Advances on such date are less than or equal to $5,000,000, the Borrower may defer such prepayment until the date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required by such subsections to be applied to prepay Advances exceeds $10,000,000, at which time the aggregate amount of all Net Cash Proceeds received and not applied to prepay Advances shall be required to be offered as a prepayment of Advances in accordance with Section 2.06(b)(i). Upon the occurrence of an Event of Default and upon demand from the Administrative Agent, the Borrower shall immediately prepay ~~Loans~~ Advances in the amount of all Net Cash Proceeds received by the Borrower and ~~L/C Borrowings and/or Cash Collateralize the L/C Obligations (~~other ~~than the L/C Borrowings) in an aggregate amount equal to such excess; provided~~amounts, ~~however~~as applicable, that ~~the Borrower shall not be~~ are required to ~~Cash Collateralize the L/C Obligations pursuant~~ be applied to prepay Advances by this Section ~~2.4(b~~2.06 (without giving effect to the first and second sentences of this subsection (b)(iii)) ~~unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect~~but which have not previously been so applied. (~~iii~~iv) ~~Prepayments of the Facility made pursuant to~~ All prepayments under this ~~Section 2.4(b~~subsection (b) shall be ~~applied, first, ratably~~ made together with (A) accrued interest to the ~~L/C Borrowings~~date of such prepayment on the principal amount prepaid, ~~second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans~~ (~~other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans,~~ B) any Prepayment Fee due hereunder as a result of such prepayment and ~~fifth, in the case of prepayments under Section 2.4(b)(ii~~(c) ~~only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required~~ any amounts owing pursuant to ~~clause (i) or (ii) of this~~ Section ~~2.4(b~~9.04(c), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments.

Appears in 1 contract

Samples: Credit Agreement (Trump Entertainment Resorts Holdings Lp)

Mandatory. (i) To The Borrowers shall, if a Cash Dominion Period, has occurred and is continuing, on the ~~extent that~~ Business Day following the date of receipt of any Net Cash Proceeds by any Loan Party or any of ~~any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~its Restricted Subsidiaries during such Cash Dominion Period, the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of ~~Loans~~ the Advances equal to ~~100%~~ such Net Cash Proceeds; provided, however, that (A) the Borrowers shall not be required to make any prepayment hereunder with Net Cash Proceeds unless and until the aggregate amount of all such Net Cash Proceeds (excluding Net Cash Proceeds from Extraordinary Receipts) that have not theretofore been applied to prepay the Advances pursuant to this Section 2.07(b)(i) exceeds $5,000,000 (at such time the Borrowers shall be required to make a prepayment hereunder with all such excess Net Cash Proceeds ~~promptly after receipt thereof~~ except to the extent such prepayment is not required under clause (B), (C), (D) or if (E) of this proviso), (B) to the ~~Borrower in good faith intends to use such~~ extent the aggregate amount of all Net Cash Proceeds ~~to acquire~~(excluding Net Cash Proceeds from Extraordinary Receipts) received by the Loan Parties and their Restricted Subsidiaries shall exceed $10,000,000, ~~improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets~~ only 75% of such excess amount of Net Cash Proceeds received shall be required to be ~~used~~ applied to prepayment hereunder, (C) in the case of Net Cash Proceeds that are Extraordinary Receipts in respect of any ~~line of business not prohibited by Section 7.7~~casualty or condemnation event (“Extraordinary Receipts Proceeds”), ~~then on or before the 365th day after such Asset Sale~~ to the extent ~~that~~such Extraordinary Receipts Proceeds are used to repair, ~~within~~ restore or replace the assets that are the subject of such ~~365 day period~~event in substantially the same location promptly after the receipt of such Extraordinary Receipts Proceeds by a Loan Party or any of its Restricted Subsidiaries, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder, (D) in the ~~Relevant~~ case of Extraordinary Receipts Proceeds received with respect to a casualty or condemnation event in respect of Inventory, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder and (E) in the case of Extraordinary Receipts Proceeds on account of the claims subject to the Cxxxxxx Fire Settlement, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder to the extent that such Extraordinary Receipts Proceeds shall be used to pay or reimburse the Loan Parties ~~have not used such~~ and their Restricted Subsidiaries for funding the settlement fund described in the definition of “Cxxxxxx Fire Settlement” and/or for legal fees and expenses incurred in connection therewith. Notwithstanding the foregoing, (x) Net Cash Proceeds ~~for such purpose, provided, that prepayment~~ attributable to the assets of the Foreign Borrower or the Swiss Guarantor or any CFC shall not be required under this Section 2.07(b) to be applied to any repayment in ~~an amount equal to 100%~~ respect of ~~such~~ the US Revolving Credit Facility and (y) Net Cash Proceeds ~~promptly after any earlier date on which~~ attributable to the ~~Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to~~ assets of the US Loan Parties shall be applied first to the US Revolving Credit Facility as set forth in clause (~~iii~~iv) below, second, if required under Section 2.03(g)., deposited in the US L/C Cash Collateral Account, third, to the Foreign Revolving Credit Facility as set forth in clause (iv) below, fourth, if required under Section 2.21(g), deposited in the Foreign L/C Cash Collateral Account. 77 Chemtura (Revolving Facility) Credit Agreement (ii) ~~If for~~ (A) The US Borrowers shall, on each Business Day, if applicable, prepay, in each case without any ~~reason the Total Outstandings at~~ reduction of any ~~time exceed the Aggregate~~ Commitments, an aggregate principal amount of the ~~Borrower shall immediately prepay Loans and~~ US Revolving Credit Advances, the US Letter of Credit Advances or the Swing Line Advances or deposit an amount in the US L/C ~~Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings)~~ Collateral Account in an ~~aggregate~~ amount equal to ~~such excess; provided, however, that~~ the ~~Borrower shall not be required to Cash Collateralize~~ amount by which (1) the ~~L/C Obligations pursuant to this Section 2.4(b~~sum of (x) ~~unless after~~ the ~~prepayment in full of the Loans and L/C Borrowings~~US Revolving Credit Advances, the Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any US Letter of Credit ~~that has been Cash Collateralized,~~ Advances and the ~~funds held as Cash Collateral shall be applied~~ Swing Line Advances then outstanding plus (~~without any further action by or notice to or from~~ y) the ~~Borrower or any other Loan Party~~aggregate Available Amount of all US Letters of Credit then outstanding exceeds (2) ~~to reimburse~~ the ~~L/C Issuer or~~ lesser of (x) the ~~Lenders, as applicable. Prepayments~~ sum of the ~~Facility made pursuant to this Section 2.4(b~~aggregate US Revolving Credit Commitments and (y) ~~shall not result under any circumstance in a permanent reduction of~~ the ~~Commitments~~US Borrowing Base.

Appears in 1 contract

Samples: Senior Secured Revolving Facilities Credit Agreement (Chemtura CORP)

Mandatory. Without limiting anything contained herein, the Borrower agrees to the following: (i) To if at any time any Loan remains outstanding for five (5) or more Business Days after such Loan was advanced by the ~~extent that the Net Cash Proceeds of any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~Lenders, the Borrower shall ~~deliver~~ immediately and without notice or demand pay over the ~~notice required under Section 6.3(e~~amount of such Loan to the Administrative Agent for the account of the Lenders as and for a mandatory prepayment on such Obligations; (ii) ~~hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event~~ if at any time the sum of ~~Default hereunder) and prepay an aggregate~~ the principal amount of the NSCC Margin Loans ~~equal~~ then outstanding shall be in excess of the Borrowing Base (NSCC Margin) as then determined and computed, the Borrower shall immediately and without notice or demand pay over the amount of the excess to ~~100%~~ the Administrative Agent as and for a mandatory prepayment on such Obligations; (iii) without notice or demand, prepay any NSCC Margin Loan in full on the date upon which the NSCC Margin Deposits funded from the proceeds of such NSCC Margin Loan are returned to the Borrower; (iv) if at any time the sum of the principal amount of the Reserve Loans then outstanding shall be in excess ~~Net Cash Proceeds promptly after receipt thereof~~ of the Borrowing Base (~~or if~~ Reserve) as then determined and computed, the Borrower ~~in good faith intends to use such Net Cash Proceeds to acquire, improve~~ shall immediately and without notice or ~~maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line~~ demand pay over the amount of ~~business not prohibited by Section 7.7, then on or before~~ the ~~365th day after such Asset Sale~~ excess to the ~~extent that~~Administrative Agent as and for a mandatory prepayment on such Obligations; (v) without notice or demand, ~~within such 365 day period,~~ prepay any Reserve Loan on the ~~Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required~~ next computation date of the Reserve Account in an amount equal to ~~100%~~ the lesser of (A) the full amount of such ~~Net Cash Proceeds promptly after any earlier date on which~~ Reserve Loan and (B) the ~~Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments~~ amount of excess cash that is permitted to be ~~applied as set forth in clause (iii) below).~~withdrawn from the Reserve Account; and (iivi) ~~If for any reason~~ The Borrower shall, on each date the ~~Total Outstandings at any time exceed~~ Commitments are reduced pursuant to Section 1.10 hereof, prepay the ~~Aggregate Commitments, the Borrower shall immediately prepay~~ Revolving Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Swing Loans, ~~and fifth, in~~ by the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remainingamount, if any, ~~after~~ necessary to reduce the ~~prepayment~~ sum of the aggregate principal amount of Revolving Loans and Swing Loans then outstanding to the amount to which the Commitments have been so reduced. 1.4. Section 5.1 of the Credit Agreement shall be and hereby is amended by (i) amending and restating certain defined terms set forth below and (ii) inserting new defined terms in ~~full of all L/C Borrowings and Loans outstanding at such time and~~their appropriate alphabetical order, in ~~the~~ each case ~~of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations~~ to read in ~~full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held~~ in their entirety as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments.follows:

Appears in 1 contract

Samples: Credit Agreement (StoneX Group Inc.)

Mandatory. (i) To Subject to Subsection 2.05(b)(vi), in the ~~extent~~ event, and on each occasion, that ~~the~~ any Net Cash Proceeds are received by or on behalf of the Borrower or any of its Subsidiaries in respect of any ~~Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~Prepayment Event, the Borrower ~~shall deliver the notice required under Section 6.3(e~~shall, within five (5) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly Business Days after ~~receipt thereof (or if the Borrower in good faith intends to use~~ such Net Cash Proceeds ~~to acquire~~are received (or, ~~improve or maintain Pipeline Assets~~in the case of a Prepayment Event described in clause (b) of the definition of the term “Prepayment Event”, ~~Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then~~ on or before the ~~365th day after~~ next succeeding Business Day following the occurrence of such ~~Asset Sale to~~ Prepayment Event), prepay the ~~extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required~~ Loans in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds ~~promptly after any earlier date on which the Borrower has determined not to use~~ (such ~~Net Cash Proceeds for any such purpose) (all such~~ mandatory prepayments to be applied as set forth in clause (~~iii~~ii) below); provided that, in the case of any event described in clause (a) of the definition of the term “Prepayment Event”, so long as no Default shall have occurred and be continuing and notice of the intent to utilize the reinvestment provisions of this proviso is provided to the Administrative Agent prior to the date such prepayment would otherwise be required to be made, if the Borrower and/or any of its Subsidiaries invests (or commits to invest) the Net Cash Proceeds from such event (or a portion thereof) within 365 days after receipt of such Net Cash Proceeds in assets used or useful in the business of the Borrower and its Subsidiaries, then no prepayment shall be required pursuant to this paragraph in respect of such Net Cash Proceeds from such Prepayment Event (or the applicable portion of such Net Cash Proceeds, if applicable, with any balance required to be utilized to prepay the Loans in accordance with this provision) except to the extent of any such Net Cash Proceeds therefrom that have not been so invested (or committed to be invested) by the end of such 365-day period (or if committed to be so invested within such 365-day period, have not been so invested within 18 months after the date of receipt of such Net Cash Proceeds), at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so invested. (ii) ~~If for any reason~~ Unless otherwise agreed to by the ~~Total Outstandings at any time exceed~~ Lenders (including pursuant to the ~~Aggregate Commitments~~Intercreditor Agreement), each prepayment of the ~~Borrower~~ Loans pursuant to Section 2.05(b)(i) shall ~~immediately prepay~~ be applied ratably (1) first to the outstanding principal amount of the Initial B Loans as of such date, (2) second, pro rata to the outstanding principal of the Initial A Loans and ~~L/C Borrowings and/or Cash Collateralize~~ the ~~L/C Obligations~~ Delayed Draw Loan (~~other than~~ if any), as of such date and payment shall be made to the ~~L/C Borrowings~~appropriate Lenders in accordance with their respective Pro Rata Share as of such date, and (3) ~~in an aggregate amount equal to such excess; provided~~thereafter the amount, ~~however~~if any, ~~that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless~~ remaining after the ~~prepayment~~ repayment in full of the Loans ~~and L/C Borrowings,~~ may be retained by the ~~Total Outstandings exceed~~ Borrower for use in the ~~Aggregate Commitments then in effect~~ordinary course of its business. (iii) ~~Prepayments~~ The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant this Section 2.05(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the ~~Facility~~ aggregate amount of such prepayment to be made by the Borrower. Except as provided in Section 2.17, each mandatory prepayment of Loans shall be without premium or penalty. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of such Lender’s Pro Rata Share of the prepayment. Each Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Loans required to be made pursuant to clause (b)(i) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m., New York time, two (2) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Loans. Any Declined Proceeds remaining shall be retained by the Borrower (or the applicable Restricted Subsidiary) and may be applied by the Borrower or such Restricted Subsidiary in any manner not prohibited by this Agreement. (iv) All prepayments under this Section 2.05 shall be accompanied by all accrued and unpaid interest thereon. (v) Notwithstanding anything to the contrary contained in any other provision of this Section 2.05(b), to the extent any mandatory prepayment required pursuant to Section 2.05(b)(i) (without giving effect to this Section 2.05(b)(v)) is attributable to a Prepayment Event by a Foreign Subsidiary of the Borrower or an Excluded Domestic Subsidiary, no such prepayment (or a portion thereof) shall be required to be made if either (A) such prepayment (or portion thereof, or dividend or distribution to facilitate such prepayment) shall, at the time it is required to be made, be prohibited by applicable Requirement of Law (including by reason of financial assistance, corporate benefit, restrictions on upstreaming or transfer of cash intra group and the fiduciary and statutory duties of the directors of relevant Subsidiaries), provided that the Borrower and its Subsidiaries shall make commercially reasonable efforts with respect to such Requirement of Law to permit such prepayment (or portion thereof, or dividend or distribution to facilitate such prepayment) in accordance therewith (it being understood that such efforts shall not require (x) any expenditure in excess of a nominal amount of funds or (y) modifications to the organizational or tax structure of the Borrower and its Subsidiaries to permit such prepayment (or portion thereof, or dividend or distribution to facilitate such prepayment)), or (B) a Restricted Payment or other distribution is reasonably necessary (notwithstanding the Loan Parties’ commercially reasonable efforts to make such mandatory prepayment without making such Restricted Payment or other distribution) in connection with such prepayment (or portion thereof) and the Borrower determines in good faith that the Borrower or any Subsidiary would incur a material liability in respect of Taxes (including any withholding tax) in connection with making such Restricted Payment or other distribution (outside of any taxes applicable to such Prepayment Event that both (x) are deducted in calculating the Net Cash Proceeds thereof and (y) would be incurred even if no such Restricted Payment or other distribution were made). Notwithstanding anything in the preceding sentence to the contrary, in the event the limitations or restrictions described therein cease to apply to any prepayment (or portion thereof, or dividend or distribution to facilitate such prepayment) required under Section 2.05(b)(i), the Borrower shall make such prepayment in an amount equal to the lesser of (x) the amount of such prepayment previously required to have been made without having given effect to such limitations or restrictions and (y) the amount of cash and Cash Equivalents on hand at such time, in each case, less the amount by which the Net Cash Proceeds from the Prepayment Event were previously used for the permanent repayment of Indebtedness (including any reductions in commitments related thereto). (vi) Notwithstanding anything to the contrary, no prepayment of Loans shall be required pursuant to this Section ~~2.4(b~~2.05(b), (x) ~~shall be applied, first, ratably~~ if such prepayment is prohibited by the Intercreditor Agreement or (y) prior to the ~~L/C Borrowings, second, ratably~~ “Discharge of First Priority Obligations” (as defined in the Intercreditor Agreement) if such amounts are applied to prepay the ~~outstanding Swingline Borrowings, third, ratably to~~ “First Priority Obligations” (as defined in the ~~outstanding Base Rate Loans (other than the Swingline Loans~~Intercreditor Agreement), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility as required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the ~~Borrower. Upon the drawing of any Letter of~~ First Lien Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the CommitmentsAgreement.

Appears in 1 contract

Samples: Credit Agreement (Babcock & Wilcox Enterprises, Inc.)

Mandatory. (i) To If any Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition (other than Dispositions permitted under Section 6.13(r)) or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the ~~extent that~~ Borrowers, then (x) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ such Event of ~~Extraordinary Receipts~~Loss, the ~~Borrower~~ Borrowers shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds ~~promptly after~~ in excess of U.S. $1,000,000 individually or on a cumulative basis in any ~~earlier date on which~~ fiscal year of the Borrowers; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in its notice of such event that the applicable Borrower ~~has determined~~ or the applicable Subsidiary intends to invest or reinvest, as applicable, within 365 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like‑kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to ~~use~~ make a mandatory prepayment under this Section in respect of such Net Cash Proceeds ~~for~~ to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such 365‑day period. Promptly after the end of such 365‑day period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers not so invested or reinvested. The amount of each such ~~purpose) (all such prepayments to~~ prepayment shall be applied ~~as set forth~~ then to the U.S. Revolving Loans and the Canadian Revolving Loans on a ratable basis (in ~~clause~~ accordance with the outstanding principal amounts thereof) until all outstanding Revolving Loans are paid in full and then to the U.S. Swing Loans and the Canadian Swing Loans on a ratable basis (~~iii) below~~in accordance with the outstanding principal amounts thereof). (ii) If ~~for~~ after the Restatement Effective Date any ~~reason the Total Outstandings at~~ Borrower or any ~~time exceed the Aggregate Commitments, the Borrower~~ Subsidiary shall ~~immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations~~ issue any new equity securities (other than equity securities issued to any director, manager, or employee as part of an employee incentive program, equity securities issued to the ~~L/C Borrowings~~seller of an Acquired Business in connection with an Acquisition permitted by the terms hereof, if any, and, so long as no Event of Default exists at the time of any such issue, any Designated Canadian Equity Issuances, if any) or incur or assume any Indebtedness other than that permitted by Section 6.11, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance, incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in ~~an aggregate~~ respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such issuance, incurrence or assumption the Borrowers shall prepay the Obligations in the amount ~~equal~~ of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to ~~such excess; provided, however,~~ the U.S. Revolving Loans and Canadian Revolving Loans on a ratable basis (in accordance with the outstanding principal amounts thereof) until all outstanding Revolving Loans are paid in full and then to the U.S. Swing Loans and Canadian Swing Loans on a ratable basis (in accordance with the outstanding principal amounts thereof). The Borrowers acknowledge that ~~the Borrower~~ their performance hereunder shall not ~~be required to Cash Collateralize~~ limit the ~~L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full~~ rights and remedies of the ~~Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect~~Lenders for any breach of Section 6.11 or any other terms of this Agreement. (iii) ~~Prepayments~~ The Borrowers shall, on each date the U.S. Commitments are reduced pursuant to Section 2.9, prepay the U.S. Revolving Loans and, if necessary, U.S. Swing Loans and, if necessary, in accordance with Section 4.5, Cash Collateralize 103% of the ~~Facility made~~ then-outstanding U.S. L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of U.S. Revolving Loans, U.S. Swing Loans and U.S. L/ C Obligations then outstanding to the amount to which the Commitments have been so reduced; and the Borrowers shall, on each date the Canadian Commitments are reduced pursuant to Section 2.9, prepay the Canadian Revolving Loans and, if necessary, Canadian Swing Loans and, if necessary, in accordance with Section 4.5, Cash Collateralize 103% of the then-outstanding Canadian L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Canadian Revolving Loans, Canadian Swing Loans and Canadian L/C Obligations then outstanding to the amount to which the Commitments have been so reduced; and (iv) Unless the Borrowers otherwise direct, prepayments of Loans under this Section ~~2.4(b~~2.7(b) shall be ~~applied, first, ratably~~ applied first to ~~the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding~~ Borrowings of Base Rate Loans ~~(other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar~~ and Canadian Prime Rate Loans, as the case may be, until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans and ~~fifth~~Canadian CDOR Loans, as the case may be, in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~2.7(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments~~ any Eurodollar Loans or Canadian CDOR Loans, accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 8.1. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~4.5.

Appears in 1 contract

Samples: Credit Agreement (Delek US Holdings, Inc.)

Mandatory. (i) To If the ~~extent that~~ Borrower or any Guarantor shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Guarantor in respect thereof) and, promptly upon receipt by the Borrower or such Guarantor of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds ~~promptly after any earlier date on which~~ are applied to replace or restore the ~~Borrower has determined~~ relevant Property in accordance with the relevant Collateral Documents or to the extent not ~~to use~~ so repaired or replaced, apply such Net Cash Proceeds ~~for~~ to promptly prepay such Obligations, (y) this subsection shall not require any such ~~purpose~~prepayment with respect to Net Cash Proceeds received on account of Dispositions or Events of Loss during any fiscal year of the Borrower not exceeding $250,000 (the “Threshold Amount”) in the aggregate so long as no Default or Event of Default then exists, and (~~all such prepayments to be applied as set forth~~ z) in the case of any Disposition not covered by clause (~~iii~~y) ~~below). (ii) If for any reason~~ above, so long as no Default or Event of Default then exists, if the ~~Total Outstandings at any time exceed~~ Borrower states in its notice of such event that the ~~Aggregate Commitments~~Borrower or the relevant Guarantor intends to reinvest, within 180 days of the applicable Disposition, the ~~Borrower shall immediately prepay Loans and L/C Borrowings and/or~~ Net Cash ~~Collateralize~~ Proceeds thereof in assets similar to the ~~L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal~~ assets which were subject to such ~~excess; provided~~Disposition or other assets useful in the Borrower’s or such Guarantor’s business, ~~however, that~~ then the Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash ~~Collateralize~~ Proceeds to the extent such Net Cash Proceeds are actually reinvested in such similar assets within such 180-day period. Promptly after the end of such 180-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Guarantor has reinvested such Net Cash Proceeds in such similar or other useful assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested, provided, that if at the end of such 180-day period such Net Cash Proceeds are contractually committed to be reinvested, the Borrowers shall prepay any such Net Cash Proceeds in excess of the Threshold Amount upon the earlier of (i) termination of such commitment and (ii) if such amount is not so expended, the first day following the date such amount was contractually committed to be expended, but in any event not later than the date 360 days following the applicable Disposition. The amount of each such prepayment shall be applied, first to the outstanding Term Loans in the manner set forth in Section 1.9(c) hereof until paid in full and then to the Revolving Credit. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property or in any permitted reinvestment. (ii) If after the Closing Date the Borrower or any Guarantor shall issue new equity securities (whether common or preferred stock or otherwise), other than (A) any sales or issuances of equity securities to the Borrower or any Guarantor, or (B) equity securities of the Parent issued in connection with the exercise of employee stock options that do not give rise to Net Cash Proceeds in excess of $5,000,000 in the aggregate, or (C) restricted stock or restricted stock units issued in connection with the Stock Plan, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Guarantor in respect thereof. Promptly upon receipt by the Borrower or such Guarantor of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to the Equity Issuance Prepayment Percentage of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Term Loans in the manner set forth in Section 1.9(c) hereof until paid in full and then to the Revolving Credit. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.11 (Maintenance of Subsidiaries) or Section 9.1(i) (Change of Control) hereof or any other terms of the Loan Documents. (iii) If after the Closing Date the Borrower or any Guarantor shall issue any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money permitted by Section 8.7(a)-(n) hereof, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Guarantor in respect thereof. Promptly upon receipt by the Borrower or such Guarantor of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Term Loans in the manner set forth in Section 1.9(c) hereof until paid in full and then to the Revolving Credit. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or any other terms of the Loan Documents. (iv) Within 100 days after the end of each fiscal year of the Borrower (commencing with fiscal year ending December 31, 2011), the Borrower shall prepay the Obligations by an amount equal to (x) the Excess Cash Flow Prepayment Percentage of Excess Cash Flow of the Parent, the Borrower and its Subsidiaries for the most recently completed fiscal year of the Borrower minus (y) the aggregate principal amount of Term Loans voluntarily prepaid by the Borrower pursuant to Section 1.9(a) during such fiscal year (excluding the aggregate principal amount of any such voluntary prepayments made with the proceeds of incurrences of Indebtedness for Borrowed Money). The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full and then to the Revolving Credit. (v) The Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 1.13 hereof or otherwise, prepay the Revolving Loans, Swing Loans, and, if necessary, prefund the L/C Obligations ~~pursuant~~ by the amount, if any, necessary to ~~this Section 2.4(b) unless after~~ reduce the ~~prepayment in full~~ sum of the ~~Loans~~ aggregate principal amount of Revolving Loans, Swing Loans, and L/C ~~Borrowings,~~ Obligations then outstanding to the ~~Total Outstandings exceed~~ amount to which the ~~Aggregate~~ Revolving Credit Commitments ~~then in effect~~have been so reduced. (~~iii~~vi) ~~Prepayments~~ Unless the Borrower otherwise directs, prepayments of ~~the Facility made pursuant to~~ Loans under this Section ~~2.4(b~~1.9(b) shall be ~~applied, first, ratably~~ applied first to ~~the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding~~ Borrowings of Base Rate Loans ~~(other than the Swingline Loans), fourth, ratably~~ until payment in full thereof with any balance applied to ~~the outstanding~~ Borrowings of Eurodollar ~~Rate Loans, and fifth,~~ Loans in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~1.9(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments~~ any Term Loans or Eurodollar Loans or Swing Loans, accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 1.12 hereof. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~9.4 hereof.

Appears in 1 contract

Samples: Credit Agreement (Smart Balance, Inc.)

Mandatory. (i) To If any Borrower or any Guarantor shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the ~~extent that~~ Borrower Representative shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Guarantor in respect thereof) and, promptly upon receipt by such Borrower or such Guarantor of the Net Cash Proceeds of any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts, the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such ~~notice shall not constitute a Default~~ Disposition or Event of ~~Default hereunder) and~~ Loss, the Borrowers shall prepay the Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions or Events of Loss during any fiscal year of the Parent not exceeding $500,000 (the “Threshold Amount”) in the aggregate so long as no Default or Event of Default then exists, and (y) in the case of any Disposition or Event of Loss not covered by clause (x) above, so long as no Default or Event of Default then exists, if the Borrower Representative states in its notice of such event that the relevant Borrower or the relevant Guarantor intends to reinvest, within 180 days of the applicable Disposition or Event of Loss, the Net Cash Proceeds thereof in Property similar to the Property which were subject to such Disposition or other assets useful in such Borrower’s or such Guarantor’s business, then the Borrowers shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds ~~promptly after any earlier date on which~~ to the ~~Borrower has determined not to use~~ extent such Net Cash Proceeds ~~for~~ are actually reinvested in such similar Property or such other Property useful in such Borrower’s or such Guarantor’s business within such 180-day period. Promptly after the end of such 180-day period, the Borrower Representative shall notify the Administrative Agent whether such Borrower or such Guarantor has reinvested such Net Cash Proceeds in such similar or other useful Property, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested, provided, that if at the end of such 180-day period such Net Cash Proceeds are contractually committed to be reinvested, the Borrowers shall prepay any such ~~purpose~~Net Cash Proceeds in excess of the Threshold Amount upon the earlier of (i) termination of such commitment and (~~all~~ ii) if such ~~prepayments~~ amount is not so expended, the first day following the date such amount was contractually committed to be ~~applied as~~ expended, but in any event not later than the date 360 days following the applicable Disposition. The amount of each such prepayment shall be applied, first to the outstanding Term Loans in the manner set forth in ~~clause~~ Section 1.9(c) hereof until paid in full and then to the Revolving Credit (~~iii~~but, for the avoidance of doubt, without any permanent reduction in the Revolving Credit Commitment). If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) ~~below)~~and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower Representative’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property or in any permitted reinvestment. (ii) If ~~for~~ after the Closing Date any ~~reason the Total Outstandings at~~ Borrower or any ~~time exceed the Aggregate Commitments~~Guarantor shall issue any Indebtedness, other than Indebtedness permitted by Section 8.7 hereof, the Borrower Representative shall ~~immediately~~ promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of such Borrower or such Guarantor in respect thereof. Promptly upon receipt by such Borrower or such Guarantor of Net Cash Proceeds of such issuance, the Borrowers shall prepay ~~Loans and L/C Borrowings and/or Cash Collateralize~~ the ~~L/C~~ Obligations ~~(other than the L/C Borrowings)~~ in an aggregate amount equal to 100% of the amount of such ~~excess; provided, however,~~ Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Term Loans in the manner set forth in Section 1.9(c) hereof until paid in full and then to the Revolving Credit. The Borrowers acknowledge that ~~the Borrower~~ their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or any other terms of the Loan Documents. (iii) Within 100 days after the end of each fiscal year of the Parent (commencing with fiscal year ending December 31, 2013), the Borrowers shall prepay the Obligations by an amount equal to (x) the Excess Cash Flow Prepayment Percentage of Excess Cash Flow of the Parent, the Borrowers and their respective Subsidiaries for the most recently completed fiscal year of the Parent minus (y) (i) the aggregate principal amount of Term Loans voluntarily prepaid by the Borrowers pursuant to Section 1.9(a) during such fiscal year, and (ii) the aggregate principal amount of Revolving Loans voluntarily prepaid by the Borrowers (to the extent accompanied by an equivalent permanent reduction of the Revolving Credit Commitment pursuant to Section 1.13(a) hereof) during such fiscal year, in each case, excluding the aggregate principal amount of any such voluntary prepayments made with the proceeds of incurrences of Indebtedness. The amount of each such prepayment shall be ~~required~~ applied first to ~~Cash Collateralize~~ the outstanding Term Loans in the manner set forth in Section 1.9(c) hereof until paid in full and then to the Revolving Credit (but, for the avoidance of doubt, without any permanent reduction in the Revolving Credit Commitment). (iv) The Borrowers shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 1.13 hereof or otherwise, prepay the Revolving Loans, Swing Loans, and, if necessary, prefund the L/C Obligations ~~pursuant~~ by the amount, if any, necessary to ~~this Section 2.4(b) unless after~~ reduce the ~~prepayment in full~~ sum of the ~~Loans~~ aggregate principal amount of Revolving Loans, Swing Loans, and L/C ~~Borrowings,~~ Obligations then outstanding to the ~~Total Outstandings exceed~~ amount to which the ~~Aggregate~~ Revolving Credit Commitments ~~then in effect~~have been so reduced. (v) If at any time the sum of the (i) aggregate Original Dollar Amount of Revolving Loans, (ii) the aggregate Original Dollar Amount of Swing Loans and (iii) ~~Prepayments~~ the aggregate U.S. Dollar Equivalent of all L/C Obligations then outstanding shall be in excess of the ~~Facility~~ Revolving Credit Commitments in effect at such time, the Borrowers shall promptly (but in any event within one (1) Business Day) upon notice or demand pay over the amount of the excess to the Administrative Agent for the account of the Revolving Credit Lenders as a mandatory prepayment of the Obligations, with each such prepayment first to be applied to the Revolving Loans and Swing Loans until paid in full with any remaining balance to be held by the Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of Credit. (vi) Unless the Borrower Representative otherwise directs, prepayments made ~~pursuant to~~ under this Section ~~2.4(b~~1.9(b) in U.S. Dollars shall be applied first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurocurrency Loans denominated in U.S. Dollars in the order in which their Interest Periods expire and prepayments made in Alternative Currencies under this Section 1.9(b) shall be ~~applied, first, ratably~~ applied to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, Borrowings in such Alternative Currency in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~1.9(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments~~ any Term Loans or Eurocurrency Loans or Swing Loans, accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 1.12 hereof. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~9.4 hereof.

Appears in 1 contract

Samples: Credit Agreement (Smart Balance, Inc.)

Mandatory. (i) To the extent that the Net Cash Proceeds of any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts, the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below). (ii) If for any reason the Total Revolving Credit Outstandings at any time exceed the ~~Aggregate Commitments~~Revolving Credit Facility at such time, the ~~Borrower~~ Borrowers shall immediately prepay the Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than ~~the~~ L/C Borrowings) in an aggregate amount equal to such excess. (ii) In addition to the required payments of principal of the Term Loan set forth in Section 2.07 and any optional or mandatory payments of principal of the Term Loan and the Revolving Credit Loans effected under Sections 2.05(a) and (b)(i), the Borrowers shall make the following required prepayments of the Term Loan and the Revolving Credit Loans, each such payment to be made to the Administrative Agent for the benefit of the applicable Lenders within the time period specified below: (A) the Borrowers shall make, or cause each applicable Subsidiary to make, a prepayment in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of each Property Sale by any Borrower or any Subsidiary, each such prepayment to be made immediately upon receipt of the Net Cash Proceeds thereof and upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, which notice shall include a certificate of a Responsible Officer of the Borrowers setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such Property Sale and the amount of such prepayment; (B) the Borrowers shall make, or cause each applicable Subsidiary to make, a prepayment in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of each Debt Issuance, each such prepayment to be made immediately upon receipt of such proceeds and upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, which notice shall include a certificate of a Responsible Officer of such Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such Debt Issuance and the amount of such prepayment; (C) the Borrowers shall make, or cause each applicable Subsidiary to make, a prepayment in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of each Equity Issuance, each such prepayment to be made immediately upon receipt of such proceeds and upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, which notice shall include a certificate of a Responsible Officer of such Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such Equity Issuance and the amount of such prepayment; (D) the Borrowers shall make, or cause each applicable Subsidiary to make, a prepayment equal to one hundred percent (100%) of all Extraordinary Receipts, each such prepayment to be made immediately upon receipt of such proceeds and upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, which notice shall include a certificate of a Responsible Officer of the Borrowers setting forth in reasonable detail the amount of such prepayment; ~~provided~~and (E) within five (5) Business Days after the financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), ~~however, that~~ the Borrower shall ~~not be required~~ make, or cause each applicable Subsidiary to make, a prepayment equal to the Excess Cash ~~Collateralize~~ Flow Percentage multiplied by the ~~L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full~~ amount of all Excess Cash Flow, which notice shall include a certificate of a Responsible Officer of the ~~Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then~~ Borrowers setting forth in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), reasonable detail the amount ~~remaining, if any, after the prepayment in full~~ of ~~all L/C Borrowings and Loans outstanding at~~ such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitmentsprepayment.

Appears in 1 contract

Samples: Credit Agreement (Main Street Acquisition CORP)

Mandatory. (i) To If any Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition (other than Dispositions permitted under Section 6.13(r)) or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the ~~extent that~~ Borrowers, then (x) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ such Event of ~~Extraordinary Receipts~~Loss, the ~~Borrower~~ Borrowers shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds ~~promptly after~~ in excess of U.S. $1,000,000 individually or on a cumulative basis in any ~~earlier date on which~~ fiscal year of the Borrowers; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in its notice of such event that the applicable Borrower ~~has determined~~ or the applicable Subsidiary intends to invest or reinvest, as applicable, within 365 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to ~~use~~ make a mandatory prepayment under this Section in respect of such Net Cash Proceeds ~~for~~ to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such 365-day period. Promptly after the end of such 365-day period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers not so invested or reinvested. The amount of each such ~~purpose) (all such prepayments to~~ prepayment shall be applied ~~as set forth~~ then to the U.S. Revolving Loans and the Canadian Revolving Loans on a ratable basis (in ~~clause~~ accordance with the outstanding principal amounts thereof) until all outstanding Revolving Loans are paid in full and then to the U.S. Swing Loans and the Canadian Swing Loans on a ratable basis (~~iii) below~~in accordance with the outstanding principal amounts thereof). (ii) If ~~for~~ after the Restatement Effective Date any ~~reason the Total Outstandings at~~ Borrower or any ~~time exceed the Aggregate Commitments, the Borrower~~ Subsidiary shall ~~immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations~~ issue any new equity securities (other than equity securities issued to any director, manager, or employee as part of an employee incentive program, equity securities issued to the ~~L/C Borrowings~~seller of an Acquired Business in connection with an Acquisition permitted by the terms hereof, if any, and, so long as no Event of Default exists at the time of any such issue, any Designated Canadian Equity Issuances, if any) or incur or assume any Indebtedness other than that permitted by Section 6.11, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance, incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in ~~an aggregate~~ respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such issuance, incurrence or assumption the Borrowers shall prepay the Obligations in the amount ~~equal~~ of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to ~~such excess; provided, however,~~ the U.S. Revolving Loans and Canadian Revolving Loans on a ratable basis (in accordance with the outstanding principal amounts thereof) until all outstanding Revolving Loans are paid in full and then to the U.S. Swing Loans and Canadian Swing Loans on a ratable basis (in accordance with the outstanding principal amounts thereof). The Borrowers acknowledge that ~~the Borrower~~ their performance hereunder shall not ~~be required to Cash Collateralize~~ limit the ~~L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full~~ rights and remedies of the ~~Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect~~Lenders for any breach of Section 6.11 or any other terms of this Agreement. (iii) ~~Prepayments~~ The Borrowers shall, on each date the U.S. Revolving Credit Commitments are reduced pursuant to Section 2.9, prepay the U.S. Revolving Loans and, if necessary, U.S. Swing Loans and, if necessary, in accordance with Section 4.5, Cash Collateralize 103% of the ~~Facility made~~ then-outstanding U.S. L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of U.S. Revolving Loans, U.S. Swing Loans and U.S. L/C Obligations then outstanding to the amount to which the Commitments have been so reduced; and the Borrowers shall, on each date the Canadian Revolving Credit Commitments are reduced pursuant to Section 2.9, prepay the Canadian Revolving Loans and, if necessary, Canadian Swing Loans and, if necessary, in accordance with Section 4.5, Cash Collateralize 103% of the then-outstanding Canadian L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Canadian Revolving Loans, Canadian Swing Loans and Canadian L/C Obligations then outstanding to the amount to which the Commitments have been so reduced; and (iv) Unless the Borrowers otherwise direct, prepayments of Loans under this Section ~~2.4(b~~2.7(b) shall be ~~applied, first, ratably~~ applied first to ~~the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding~~ Borrowings of Base Rate Loans ~~(other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar~~ and Canadian Prime Rate Loans, as the case may be, until payment in full thereof with any balance applied to Borrowings of EurodollarTranche Rate Loans and ~~fifth~~Canadian CDOR Loans, as the case may be, in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~2.7(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments~~ any EurodollarTranche Rate Loans or Canadian CDOR Loans, accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 8.1. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~4.5.

Appears in 1 contract

Samples: Credit Agreement (Delek Logistics Partners, LP)

Mandatory. (i) To Subject to clause (vii) below, if either Borrower or any Subsidiary shall at any time or from time to time make or agree to make an Asset Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any Fiscal Year, then (x) the ~~extent that~~ Borrowers shall promptly notify the Administrative Agent of such proposed Asset Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of ~~any~~ such Asset ~~Sale~~ Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ such Event of ~~Extraordinary Receipts~~Loss, the ~~Borrower~~ Borrowers shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds ~~promptly after any earlier date on which~~ in excess of $1,000,000; provided that in the case of each Asset Disposition and Event of Loss, if the Borrowers state in such notice of such event that the applicable Borrower ~~has determined~~ or the applicable Subsidiary intends to invest or reinvest, as applicable, within twelve (12) months of the applicable Asset Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like‑kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to ~~use~~ make a mandatory prepayment under this Section in respect of such Net Cash Proceeds ~~for any~~ to the extent such ~~purpose~~Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such twelve (12) month period. Promptly after the end of such twelve (~~all~~ 12) month period, the Borrowers shall notify the Administrative Agent whether such ~~prepayments~~ Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $1,000,000 not so invested or reinvested. The amount of each such prepayment shall be applied to the outstanding Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Asset Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in the Collateral Account. So long as ~~set forth in clause (iii) below)~~no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) ~~If for~~ Subject to clause (vii) below, if after the Closing Date either Borrower or any ~~reason the Total Outstandings at~~ Subsidiary shall issue any ~~time exceed the Aggregate Commitments, the Borrower shall immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations~~ new Ownership Interests (other than Excluded Equity Issuances) or incur or assume any Indebtedness other than that permitted by Section 7.1 (other than Indebtedness permitted by Section 7.1(m)), the ~~L/C Borrowings)~~ Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance, incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in ~~an aggregate~~ respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such issuance, incurrence or assumption the Borrowers shall prepay the Obligations in the amount ~~equal~~ of such Net Cash Proceeds. The amount of each such prepayment shall be applied to ~~such excess; provided, however,~~ the outstanding Loans. The Borrowers acknowledge that ~~the Borrower~~ their performance hereunder shall not ~~be required to Cash Collateralize~~ limit the ~~L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full~~ rights and remedies of the ~~Loans and L/C Borrowings,~~ Administrative Agent or the ~~Total Outstandings exceed the Aggregate Commitments then in effect~~Lenders for any breach of Section 7.1 or any other terms of this Agreement. (iii) ~~Prepayments~~ Subject to clause (vii) below, on or before April 30th of each year, beginning April 30, 2018, the Borrowers shall prepay the then‑outstanding Loans by an amount equal to 50% of Excess Cash Flow of the ~~Facility made pursuant to~~ Borrowers on a Consolidated basis for the most recently completed Fiscal Year; provided that, no Excess Cash Flow payment shall be required under this Section ~~2.4(b~~2.8(b)(iii) with respect to such recently completed Fiscal Year to the extent that (A) the Consolidated Total Leverage Ratio is less than 2.50 to 1.00 as of the end of the two consecutive fiscal quarters of the Borrowers immediately preceding the date such Excess Cash Flow payment would otherwise be required under this Section 2.8(b)(iii), and the Borrowers have delivered to the Administrative Agent the compliance certificates required by Section 6.2(a) hereof with detailed calculations evidencing the Consolidated Total Leverage Ratio on such dates and (B) no Default or Event of Default has occurred and is continuing on April 30th of such year when the Excess Cash Flow payment would otherwise be required under this Section 2.8(b)(iii). The amount of each such prepayment shall be ~~applied, first, ratably to the L/C Borrowings, second, ratably~~ applied to the outstanding ~~Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline~~ Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Turning Point Brands, Inc.)

Mandatory. (i) ~~To the extent that the Net Cash Proceeds of~~ If for any ~~Asset Sale or Extraordinary Receipt exceeds~~ reason Availability is less than $~~25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~0, the Borrower shall ~~deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and~~ prepay Advances within 15 days in an aggregate ~~principal~~ amount ~~of Loans~~ necessary to cause Availability to be greater than or equal to ~~100% of such excess Net Cash Proceeds promptly after receipt thereof~~ $0. (~~or if~~ ii) During the Covenant Waiver Period: (A) the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall ~~be required~~ prepay Advances in an aggregate amount equal to 100% of ~~such~~ the Net Cash Proceeds ~~promptly after~~ received by any ~~earlier date on which~~ Loan Party in connection with any Transfer of any Asset or Assets (including any directly or indirectly owned Equity Interests), other than a Transfer of any Summit Portfolio Asset (or any direct or indirect Equity Interests in an owner of such Summit Portfolio Asset; provided that any such owner has no assets other than Summit Portfolio Assets or direct or indirect Equity Interests in an owner of Summit Portfolio Assets), immediately upon receipt thereof by such Person; (B) the Borrower ~~has determined not~~ shall prepay Advances in an aggregate amount equal to ~~use such~~ 100% of the Net Cash Proceeds ~~for~~ received by the Parent or any of its Consolidated Subsidiaries in connection with any issuance of Secured Non-Recourse Debt, other than Secured Non-Recourse Debt incurred solely in connection with one or more Summit Portfolio Assets, immediately upon receipt thereof by such ~~purpose) (all such prepayments to be applied as set forth in clause (iii) below).~~Person; and (iiC) If if for any reason Unrestricted Cash and Cash Equivalents of the ~~Total Outstandings at any time exceed~~ Parent and its Consolidated Subsidiaries exceeds $5,000,000 in the ~~Aggregate Commitments~~aggregate, the Borrower shall immediately prepay ~~Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings)~~ Revolving Credit Advances in an aggregate amount equal to the lesser of the aggregate Revolving Credit Advances then outstanding and such excess; ~~provided, however,~~ provided that to the extent that net cash proceeds received by the Parent from issuances or sales of its Equity Interests and substantially contemporaneously contributed as a capital contribution to the Borrower result in Unrestricted Cash and Cash Equivalents of the Parent and its Consolidated Subsidiaries in excess of $5,000,000 in the aggregate, no prepayment shall ~~not~~ be required under this clause (C) so long as the Borrower utilizes such net cash proceeds within ten (10) Business Days of receipt thereof to ~~Cash Collateralize the L/C Obligations pursuant to this~~ acquire one or more Assets in reliance on Section ~~2.4(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect~~5.02(f)(vii). (iii) ~~Prepayments of the Facility made~~ Each prepayment pursuant to ~~this~~ Section ~~2.4(b~~2.06(b) shall be applied, first, ~~ratably to the L/C Borrowings, second, ratably~~ to the outstanding ~~Swingline Borrowings, third,~~ Revolving Credit Advances then outstanding comprising part of the same Borrowings (without any reduction of the Revolving Credit Facility) (ratably to each Revolving Lender in accordance with such Lender’s Pro Rata Share) until paid in full, and second, to the ~~outstanding Base~~ Term Loan Facility and each Incremental Term Loan Facility, on a pro rata basis (and shall be applied ratably to each Term Loan Lender and each Incremental Term Loan Lender in accordance with each such Lender’s Pro Rata Share). (iv) All prepayments under this subsection (b) shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid, and if any prepayment of a Eurodollar Rate ~~Loans (~~Advance is made on a date other than the ~~Swingline Loans)~~last day of an Interest Period for such Advance, ~~fourth, ratably to~~ the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required Borrower shall also pay any amounts owing pursuant to ~~clause (i) or (ii) of this~~ Section ~~2.4(b~~9.04(c), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments.

Appears in 1 contract

Samples: Credit Agreement (Summit Hotel Properties, Inc.)

Mandatory. (i) To The Borrower shall be required to prepay all or a portion of the Loans and/or reduce the Commitments, in each case as provided in clause (ii) below: (A) unless otherwise agreed by the Majority Lenders, the Borrower shall prepay the Loans in full and terminate the Commitments upon the occurrence of a Change of Control after the Financial Closing Date; (B) unless otherwise agreed by the Lenders, within three (3) Business Days after any date on which any Operating Company Group Member receives Net Cash Proceeds of any Casualty Event occurring after the Financial Closing Date to the extent that such Net Cash Proceeds exceed $5,000,000 individually or in the aggregate in any fiscal year; provided that the foregoing shall not apply (1) to proceeds under business interruption insurance, (2) to the Net Cash Proceeds of any ~~Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ Casualty Event required to be applied otherwise under the terms and conditions of ~~Extraordinary Receipts~~Existing Indebtedness, the ~~Borrower shall deliver~~ Operating Company Facilities or Permitted Refinancing Indebtedness or, in the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver~~ case of any such ~~notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess~~ Net Cash Proceeds ~~promptly after receipt thereof (or if~~ received by the Borrower ~~in good faith~~ or its Subsidiaries, applicable Law, (3) to the extent that (I) the Borrower advises the Facility Agent at the time of the receipt of the relevant Net Cash Proceeds that it intends to use such Net Cash Proceeds to ~~acquire~~repair or replace the Property subject to such Casualty Event or to reinvest in Utility Capital Expenditures, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used (II) such Net Cash Proceeds ~~for~~ are held by the Borrower or the applicable Operating Company Subsidiary in a segregated investment or other account until so used to repair or replace such ~~purpose, provided, that prepayment shall~~ Property or invest in such Utility Capital Expenditures and (III) such Net Cash Proceeds are committed to be ~~required~~ applied to repair or replace such Property (or invest in ~~an amount equal to 100%~~ Utility Capital Expenditures) within one hundred and eighty (180) days of the receipt of such Net Cash Proceeds ~~promptly after any earlier date on which~~ (it being understood that, in the event Net Cash Proceeds from more than one Casualty Event are held by the Borrower ~~has determined not to use~~ or the applicable Operating Company Subsidiary such Net Cash Proceeds ~~for~~ shall be deemed to be utilized in the same order in which such Net Cash Proceeds were so received and, accordingly, any such ~~purpose) (all such prepayments~~ Net Cash Proceeds not so committed to be applied within one hundred and eighty (180) days of receipt or not so applied within twelve (12) months of receipt shall be forthwith applied to the prepayment of Loans as ~~set forth in~~ provided above), (4) with respect to Net Cash Proceeds which the CFO certifies are being paid to the Borrower or the applicable Operating Company Group Member to reimburse the Borrower or Operating Company Group Member (as applicable) for expenditures previously incurred to repair or replace the Property which was the subject of such Casualty Event, (5) to the extent that a Dividend Prohibition applies with respect to the applicable Operating Company Subsidiary, except that if and to the extent that such Dividend Prohibition subsequently ceases to apply the prepayment otherwise required by this clause (~~iii~~B) ~~below~~shall be reinstated, or (6) to the extent that such prepayment would reasonably be likely to have an adverse impact on (I) any of the Borrower’s regulatory 38 Puget Opco Credit Agreement approvals (or any applications for or renewals thereof), (II) the Borrower’s standing with any applicable regulatory agency, (III) the ability of the Borrower to achieve debt to equity ratios consistent with those of similarly situated companies in the conduct of the Borrower’s business, or (IV) the rating of any of the Borrower’s indebtedness or the ability of the Borrower to obtain credit in the ordinary course of its business. (I) The Liquidity Letter of Credit Sublimit shall be permanently reduced from time to time on the date of each reduction in the Liquidity Facility by the amount, if any, by which the amount of the Liquidity Letter of Credit Sublimit exceeds the Liquidity Facility after giving effect to such reduction of the Liquidity Facility; and (II) The Energy Hedging Letter of Credit Sublimit shall be permanently reduced from time to time on the date of each reduction in the Energy Hedging Facility by the amount, if any, by which the amount of the Energy Hedging Letter of Credit Sublimit exceeds the Energy Hedging Facility after giving effect to such reduction of the Energy Hedging Facility. (ii) ~~If for~~ (A) In the case of any ~~reason~~ required prepayment or reduction of the Total Outstandings at any time exceed the Aggregate Commitments, the Borrower shall immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations Facilities pursuant to ~~this~~ Section ~~2.4(b~~2.03(b)(i) ~~unless~~ on or after the ~~prepayment in full of~~ Financial Closing Date the ~~Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Prepayments of the Facility made~~ applicable amount determined pursuant to ~~this~~ Section ~~2.4(b~~2.03(b)(i) shall be ~~applied~~applied on the date of receipt with respect to Net Cash Proceeds, the applicable Quarter End Date or such other date specified in Section 2.03(b)(i) and shall be applied first, ratably to the ~~L/C Borrowings~~Unreimbursed Letter of Credit Amounts, second, ratably to prepay the outstanding ~~Swingline Borrowings~~Loans and reduce the Commitments in a corresponding amount, and, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the BorrowerLC Exposure. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the ~~Borrower or any other Loan Party~~Borrower) to reimburse the ~~L/C Issuer~~ relevant Issuing Bank or the Lenders, as applicable~~. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments.~~; and

Appears in 1 contract

Samples: Credit Agreement (Puget Energy Inc /Wa)

Mandatory. (i) To If the ~~extent that~~ Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05) in a single transaction or series of related transactions which results in the realization by such Person of Net Cash Proceeds of ~~any Asset Sale or Extraordinary Receipt exceeds~~ at least $~~25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~2,500,000, the Borrower shall ~~deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and~~ prepay an aggregate principal amount of the Term Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds ~~promptly after any earlier date on which the Borrower has determined not to use~~ immediately upon receipt thereof by such ~~Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below)~~Person. (ii) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (i) of this Section 2.04(b), the Borrower shall prepay an aggregate principal amount of the Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary. (iii) Each prepayment of the Term Loans pursuant to the foregoing provisions of this Section 2.04(b) shall be applied to the principal repayment installments thereof in inverse order of maturity. (iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the ~~Aggregate Commitments~~Revolving Credit Facility at such time, or if the Total Revolving Credit Outstandings exceed $15,000,000 on the 16th day after the date of the initial Credit Extension hereunder, the Borrower shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (~~iii~~v) Prepayments of the Revolving Credit Facility made pursuant to this Section ~~2.4(b) shall be applied~~2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding ~~Swingline Borrowings~~Revolving Credit Loans, and, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable~~. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~.

Appears in 1 contract

Samples: Credit Agreement (Meadowbrook Insurance Group Inc)

Mandatory. Subject to clause (ivii) To below, if the ~~extent that~~ Borrower or any Subsidiary shall at any time or from time to time make or agree to make an Asset Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any Fiscal Year, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Asset Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of ~~any~~ such Asset ~~Sale~~ Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ such Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds ~~promptly after any earlier date on which~~ in excess of $1,000,000; provided that in the case of each Asset Disposition and Event of Loss, if the Borrower ~~has determined not~~ states in such notice of such event that the Borrower or the applicable Subsidiary intends to ~~use such~~ invest or reinvest, as applicable, within twelve (12) months of the applicable Asset Disposition or receipt of Net Cash Proceeds ~~for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments~~from an Event of Loss, the ~~Borrower shall immediately prepay Loans and L/C Borrowings and/or~~ Net Cash ~~Collateralize the L/C Obligations (other than the L/C Borrowings)~~ Proceeds thereof in ~~an aggregate amount equal to such excess; provided~~similar like‑kind assets, ~~however~~then so long as no Default or Event of Default then exists, ~~that~~ the Borrower shall not be required to ~~Cash Collateralize the L/C Obligations pursuant to~~ make a mandatory prepayment under this Section ~~2.4(b~~in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrower’s notice within such twelve (12) ~~unless~~ month period. Promptly after the ~~prepayment in full~~ end of ~~the Loans and L/C Borrowings~~such twelve (12) month period, the ~~Total Outstandings exceed~~ Borrower shall notify the ~~Aggregate Commitments then~~ Administrative Agent whether the Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in ~~effect. (iii) Prepayments~~ the Borrower’s notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrower shall promptly prepay the Obligations in the amount of ~~the Facility made pursuant to this Section 2.4(b)~~ such Net Cash Proceeds in excess of $1,000,000 not so invested or reinvested. The amount of each such prepayment shall be ~~applied, first, ratably to the L/C Borrowings, second, ratably~~ applied to the outstanding ~~Swingline Borrowings~~Loans. If the Administrative Agent or the Required Lenders so request, ~~third, ratably to~~ all proceeds of such Asset Disposition or Event of Loss shall be deposited with the ~~outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans,~~ Administrative Agent and ~~fifth,~~ held by it in the ~~case~~ Collateral Account. So long as no Default or Event of ~~prepayments under Section 2.4(b)(ii~~Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) ~~only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant~~ Subject to clause (ivii) ~~or (ii) of this Section 2.4(b), the amount remaining~~below, if ~~any,~~ after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Restatement Effective Date the Borrower or any Subsidiary shall issue any new Ownership Interests (other ~~Loan Party~~than Excluded Equity Issuances) or incur or assume any Indebtedness other than that permitted by Section 7.1 (other than Indebtedness permitted by Section 7.1(m)), the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance, incurrence or assumption to ~~reimburse~~ be received by or for the ~~L/C Issuer~~ account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, incurrence or assumption the Borrower shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the outstanding Loans. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Administrative Agent or the ~~Lenders~~Lenders for any breach of Section 7.1 or any other terms of this Agreement. -41- (iii) Subject to clause (vii) below, ~~as applicable. Prepayments~~ on or before April 30th of each year, beginning April 30, 2019, the Borrower shall prepay the then‑outstanding Loans by an amount equal to 50% of Excess Cash Flow of the ~~Facility made pursuant to~~ Borrower on a Consolidated basis for the most recently completed Fiscal Year; provided that, no Excess Cash Flow payment shall be required under this Section ~~2.4(b~~2.8(b)(iii) ~~shall not result under any circumstance in a permanent reduction~~ with respect to such recently completed Fiscal Year to the extent that (A) the Consolidated Total Leverage Ratio is less than 2.50 to 1.00 as of the ~~Commitments~~end of the two consecutive fiscal quarters of the Borrower immediately preceding the date such Excess Cash Flow payment would otherwise be required under this Section 2.8(b)(iii), and the Borrower has delivered to the Administrative Agent the compliance certificates required by Section 6.2(a) hereof with detailed calculations evidencing the Consolidated Total Leverage Ratio on such dates and (B) no Default or Event of Default has occurred and is continuing on April 30th of such year when the Excess Cash Flow payment would otherwise be required under this Section 2.8(b)(iii). The amount of each such prepayment shall be applied to the outstanding Loans.

Appears in 1 contract

Samples: Second Lien Credit Agreement

Mandatory. (iA) To On the ~~extent that~~ date of the ~~Net Cash Proceeds~~ Term Loan A Borrowing, after giving effect to such Term Loan A Borrowing, and from time to time thereafter upon each repayment or prepayment of ~~any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~the Term Loan A Advances, the ~~Borrower shall deliver~~ aggregate Term Loan A Commitments of the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment Term Loan A Lenders shall be ~~required in~~ automatically and permanently reduced, on a pro rata basis, by an amount equal to ~~100% of such Net Cash Proceeds promptly after any earlier date on~~ the amount by which the ~~Borrower has determined not~~ aggregate Term Loan A Commitments immediately prior to ~~use~~ such ~~Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below). (ii) If for any reason the Total Outstandings at any time~~ reduction exceed the ~~Aggregate Commitments,~~ aggregate unpaid principal amount of the ~~Borrower shall immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess~~Term Loan A Advances then outstanding; provided, however, that the ~~Borrower~~ Term Loan A Commitments shall ~~not~~ terminate, and all Term Loan A Advances made thereunder shall be ~~required to Cash Collateralize~~ repaid in full, no later than the ~~L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect~~Term Loan A Termination Date. (~~iii~~B) ~~Prepayments~~ On the date of the Term Loan B Borrowing, after giving effect to such Term Loan B Borrowing, and from time to time thereafter upon each repayment or prepayment of the Term Loan B Advances, the aggregate Term Loan B Commitments of the Term Loan B Lenders shall be automatically and permanently reduced, on a pro rata basis, by an amount equal to the amount by which the aggregate Term Loan B Commitments immediately prior to such reduction exceed the aggregate unpaid principal amount of the Term Loan B Advances then outstanding; provided, however, that the Term Loan B Commitments shall terminate, and all Term Loan B Advances made thereunder shall be repaid in full, no later than the Term Loan B Termination Date. (C) On the date of the Term Loan C Borrowing, after giving effect to such Term Loan C Borrowing, and from time to time thereafter upon each repayment or prepayment of the Term Loan C Advances, the aggregate Term Loan C Commitments of the Term Loan C Lenders shall be automatically and permanently reduced, on a pro rata basis, by an amount equal to the amount by which the aggregate Term Loan C Commitments immediately prior to such reduction exceed the aggregate unpaid principal amount of the Term Loan C Advances then outstanding; provided, however, that the Term Loan C Commitments shall terminate, and all Term Loan C Advances made thereunder shall be repaid in full, no later than the Term Loan C Termination Date. (ii) On and after the date that all Term Loan Advances shall have been repaid in full, the Revolving Credit Facility shall be automatically and permanently reduced on each date on which prepayment thereof is required to be made pursuant to ~~this~~ Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans2.06(b)(i), ~~fourth~~(ii), ~~ratably to the outstanding Eurodollar Rate Loans~~(iii), ~~and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause~~ (iiv) or (iiv) ~~of this Section 2.4(b)~~in an amount equal to the applicable Reduction Amount, ~~the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at~~ provided that each such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Revolving Credit Facility shall be made ratably among the Revolving Credit Lenders in accordance with their Revolving Credit Commitments." (a) Section 2.06 (Prepayments and Repayments) of the Credit Agreement is hereby amended by deleting subsection (c) thereof in its entirety and substituting the following therefor:

Appears in 1 contract

Samples: Credit Agreement (Applied Graphics Technologies Inc)

Mandatory. (i) ~~To the extent~~ On any date that the ~~Net Cash Proceeds~~ sum of ~~any Asset Sale or Extraordinary Receipt~~ the Revolving Loan plus the Letter of Credit Exposure plus the Swing Line Loan exceeds ~~$25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~the Total Commitment then in effect, the Borrower ~~shall deliver~~ shall, within one (1) Business Day, to the ~~notice required under Section 6.3(e~~extent of such excess, first prepay to the Administrative Agent for the benefit of the Swing Line Lender (and the other Lenders, as applicable) ~~hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate~~ the outstanding principal amount of ~~Loans equal~~ the Swing Line Advances, second prepay to ~~100%~~ the Administrative Agent for the benefit of the Lenders on a pro rata basis the outstanding principal amount of the Revolving Advances and any unpaid amounts of the Letter of Credit Obligations owed to the Lenders; and third make deposits into the Cash Collateral Account to provide cash collateral in the amount of such excess ~~Net Cash Proceeds promptly after receipt thereof (or if~~ for the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line remaining Letter of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below)Credit Exposure. (ii) ~~If for~~ Upon the occurrence of any ~~reason~~ Disposition or any Recovery Event in excess of $10,000,000.00 (except (i) to the ~~Total Outstandings at any time exceed~~ extent that a Reinvestment Notice shall be delivered in respect of such Disposition or Recovery Event, (ii) Dispositions described in clauses (a) through (h) and (j) and (k) of Section 6.8 or (iii) with respect to cash receipts in the ~~Aggregate Commitments~~ordinary course of business of the applicable recipient), then on the date of receipt by the Borrower or the applicable Restricted Subsidiary of the Net Cash Proceeds related thereto, the ~~Borrower~~ Advances shall immediately ~~prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in~~ be prepaid by an ~~aggregate~~ amount equal to the amount of such ~~excess~~Net Cash Proceeds; ~~provided~~provided that, ~~however~~notwithstanding the foregoing, ~~that~~ on each Reinvestment Prepayment Date the ~~Borrower~~ Advances shall be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event. For purposes of calculating the Net Cash Proceeds received from a Disposition or from a Recovery Event, such proceeds shall be determined as of the date of the applicable Disposition or Recovery Event, whether or not received on such date, but no such amount shall be required to ~~Cash Collateralize~~ be applied to prepayment of the ~~L/C Obligations~~ Advances pursuant to this Section ~~2.4(b) unless after~~ until received by the ~~prepayment in full~~ applicable Person. The provisions of this Section do not constitute a consent to the ~~Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect~~consummation of any Disposition not permitted by Section 6.8. (iii) ~~Prepayments~~ The Borrower agrees to make a mandatory prepayment of the ~~Facility made pursuant~~ Advances by an amount equal to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments 75% of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit Debt Incurrence Proceeds that ~~has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from~~ the Borrower or any ~~other Loan Party~~of its Restricted Subsidiaries receives from each Debt Incurrence after the Effective Date within thirty (30) days after the date of each such Debt Incurrence. (iv) The Borrower agrees to ~~reimburse the L/C Issuer or the Lenders, as applicable. Prepayments~~ make a mandatory prepayment of the ~~Facility made pursuant~~ Advances by an amount equal to ~~this Section 2.4(b~~75% (or, so long as the Leverage Ratio is less than 1.75 to 1.00, 0%) ~~shall not result under any circumstance in a permanent reduction~~ of the ~~Commitments~~Equity Issuance Proceeds that the Borrower or any of its Restricted Subsidiaries receives from each Equity Issuance after the Effective Date within thirty (30) days after the date of each such Equity Issuance.

Appears in 1 contract

Samples: Credit Agreement (Pioneer Drilling Co)

Mandatory. (i) To If any Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition (other than Dispositions permitted under Section 6.13(r)) or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the ~~extent that~~ Borrowers, then (x) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ such Event of ~~Extraordinary Receipts~~Loss, the ~~Borrower~~ Borrowers shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds ~~promptly after~~ in excess of U.S. $1,000,000 individually or on a cumulative basis in any ~~earlier date on which~~ fiscal year of the Borrowers; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in its notice of such event that the applicable Borrower ~~has determined~~ or the applicable Subsidiary intends to invest or reinvest, as applicable, within 365 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like‑kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to ~~use~~ make a mandatory prepayment under this Section in respect of such Net Cash Proceeds ~~for~~ to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such 365‑day period. Promptly after the end of such 365‑day period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers not so invested or reinvested. The amount of each such ~~purpose) (all such prepayments to~~ prepayment shall be applied ~~as set forth~~ then to the U.S. Revolving Loans and the Canadian Revolving Loans on a ratable basis (in ~~clause~~ accordance with the outstanding principal amounts thereof) until all outstanding Revolving Loans are paid in full and then to the U.S. Swing Loans and the Canadian Swing Loans on a ratable basis (~~iii) below~~in accordance with the outstanding principal amounts thereof). (ii) If ~~for~~ after the Restatement Effective Date any ~~reason the Total Outstandings at~~ Borrower or any ~~time exceed the Aggregate Commitments, the Borrower~~ Subsidiary shall ~~immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations~~ issue any new equity securities (other than equity securities issued to any director, manager, or employee as part of an employee incentive program, equity securities issued to the ~~L/C Borrowings~~seller of an Acquired Business in connection with an Acquisition permitted by the terms hereof, if any, and, so long as no Event of Default exists at the time of any such issue, any Designated Canadian Equity Issuances, if any) or incur or assume any Indebtedness other than that permitted by Section 6.11, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance, incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in ~~an aggregate~~ respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such issuance, incurrence or assumption the Borrowers shall prepay the Obligations in the amount ~~equal~~ of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to ~~such excess; provided, however,~~ the U.S. Revolving Loans and Canadian Revolving Loans on a ratable basis (in accordance with the outstanding principal amounts thereof) until all outstanding Revolving Loans are paid in full and then to the U.S. Swing Loans and Canadian Swing Loans on a ratable basis (in accordance with the outstanding principal amounts thereof). The Borrowers acknowledge that ~~the Borrower~~ their performance hereunder shall not ~~be required to Cash Collateralize~~ limit the ~~L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full~~ rights and remedies of the ~~Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect~~Lenders for any breach of Section 6.11 or any other terms of this Agreement. (iii) ~~Prepayments~~ The Borrowers shall, on each date the U.S. Revolving Credit Commitments are reduced pursuant to Section 2.9, prepay the U.S. Revolving Loans and, if necessary, U.S. Swing Loans and, if necessary, in accordance with Section 4.5, Cash Collateralize 103% of the ~~Facility made~~ then-outstanding U.S. L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of U.S. Revolving Loans, U.S. Swing Loans and U.S. L/C Obligations then outstanding to the amount to which the Commitments have been so reduced; and the Borrowers shall, on each date the Canadian Revolving Credit Commitments are reduced pursuant to Section 2.9, prepay the Canadian Revolving Loans and, if necessary, Canadian Swing Loans and, if necessary, in accordance with Section 4.5, Cash Collateralize 103% of the then-outstanding Canadian L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Canadian Revolving Loans, Canadian Swing Loans and Canadian L/C Obligations then outstanding to the amount to which the Commitments have been so reduced; and (iv) Unless the Borrowers otherwise direct, prepayments of Loans under this Section ~~2.4(b~~2.7(b) shall be ~~applied, first, ratably~~ applied first to ~~the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding~~ Borrowings of Base Rate Loans ~~(other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar~~ and Canadian Prime Rate Loans, as the case may be, until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans and ~~fifth~~Canadian CDOR Loans, as the case may be, in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~2.7(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments~~ any Eurodollar Loans or Canadian CDOR Loans, accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 8.1. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~4.5.

Appears in 1 contract

Samples: Credit Agreement (Delek Logistics Partners, LP)

Mandatory. (i) To Upon any Extraordinary Receipt received by or paid to or for the ~~extent that~~ account of the Borrower or any of its Subject Subsidiaries in respect of its property or assets, after the first $50,000,000 of Net Cash Proceeds of relating to any ~~Asset Sale or~~ Extraordinary Receipt ~~exceeds~~ (it being understood and agreed that the Specified Net Cash Proceeds shall not be taken into account for purposes of calculating such first $~~25,000,000 per Asset Sale~~ 50,000,000) and thereafter any amount in excess of $5,000,000 for any one event or ~~receipt~~ series of ~~Extraordinary Receipts~~related events, the Borrower shall ~~deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and~~ prepay an aggregate principal amount of Loans equal to 100% of ~~such excess~~ all Net Cash Proceeds ~~promptly~~ received therefrom within three Business Days after the date of receipt thereof by the Borrower or such Subsidiary subject to the provisions of Section 2.05(b)(iv); provided that so long as no Default shall have occurred and be continuing, (or A) if the Borrower ~~in good faith~~ intends to ~~use~~ reinvest the Net Cash Proceeds thereof in capital assets used or useful in the business which may (but are not required to) be a replacement, restoration or repair of the assets or property in respect of which the Extraordinary Receipt was received, it shall deliver written notice of such intention to the Administrative Agent on or prior to the fifth Business Day immediately following the date on which Borrower receives such Net Cash ~~Proceeds to acquire~~Proceeds, ~~improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before~~ (B) if the ~~365th day after~~ Borrower shall have delivered such ~~Asset Sale to the extent that, within such 365 day period~~notice, the ~~Relevant Parties have not used such~~ Net Cash Proceeds ~~for such purpose, provided, that prepayment shall~~ thereof may be ~~required in an amount equal to 100%~~ reinvested so long as within 12 months after the receipt of such Net Cash Proceeds ~~promptly~~ such reinvestment shall have begun and so long as such reinvestment has not been terminated, abandoned or unreasonably delayed, and is substantially completed within 24 months after ~~any earlier~~ the date ~~on which the Borrower has determined not to use~~ of receipt of such Net Cash Proceeds (provided that if the relevant project is not substantially completed within 24 months after such date of receipt, the Borrower shall have up to an additional 12 months to complete such project so long as it certifies in a written notice to the Administrative Agent delivered prior to the expiration of such 24‑month period that it reasonably expects completion to occur within such additional 12‑month period and attaching a budget and schedule for the remaining portion of the construction that evidences the same) and (C) within 10 days of the date the Borrower consummates such restoration, repair or replacement or purchase, it shall deliver a certificate of a Responsible Officer to the Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Cash Proceeds have been reinvested in accordance with the proviso of this Section 2.05(b)(i) and, as a result, no mandatory prepayments are required under this Section 2.05(b)(i); provided further that any Net Cash Proceeds not so reinvested at the end of such ~~purpose) (all such prepayments~~ period shall be immediately applied to ~~be applied~~ the prepayment of the Loans as set forth in this Section 2.05. The Borrower confirms that it received $44,000,000 of Net Cash Proceeds from Extraordinary Receipts through September 2013 (the “Specified Net Cash Proceeds”) and delivered a notice dated September 11, 2013 to the Administrative Agent relating thereto under the Existing Credit Agreement. Unless the Borrower reinvests such Net Cash Proceeds in accordance with clause (~~iii~~B) ~~below~~of the preceding sentence, such Net Cash Proceeds shall be applied to the prepayment of the Loans in accordance with this Section 2.05(b)(i). (ii) ~~If for any reason the Total Outstandings at any time exceed the Aggregate Commitments, the Borrower shall immediately prepay~~ Each prepayment of Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b2.05(b) shall be applied, first, ratably to the Term A Facility, the Term B Facility and, if applicable, the Incremental Term Facilities and to the principal repayment installments thereof on a pro rata basis and, thereafter, to the Revolving Credit Facility in the manner set forth in clause (iii) of this Section 2.05(b). (iii) Prepayments of the Revolving Credit Facility made pursuant to clause (i) of this Section 2.05(b), first, shall be applied to prepay L/C ~~Borrowings~~Borrowings outstanding at such time until all such L/C Borrowings are paid in full, second, ~~ratably~~ shall be applied to ~~the~~ prepay Swing Line Loans outstanding ~~Swingline Borrowings~~at such time until all such Swing Line Loans are paid in full, and, third, ~~ratably~~ shall be applied to ~~the~~ prepay Revolving Credit Loans outstanding ~~Base Rate~~ at such time until all such Revolving Credit Loans ~~(other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth,~~ are paid in ~~the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations~~full; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) ~~or (ii)~~ of this Section ~~2.4(b~~2.05(b), the amount remaining, if any, after the prepayment in full of all Loans and L/C Borrowings ~~and Loans~~ outstanding at such ~~time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full~~time, may be retained by the ~~Borrower~~Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of ~~Credit that~~ Credit, which has been Cash Collateralized, ~~the~~ such funds ~~held as Cash Collateral~~ shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable~~. Prepayments~~ . (iv) Notwithstanding the provisions of Section 2.05(b)(i), if any mandatory prepayments under Section 2.05(b)(i) would result in the Borrower incurring any obligation (as determined in the reasonable judgment of the ~~Facility made pursuant~~ Borrower) under Section 3.05 as a result of any such mandatory prepayment of Eurodollar Loans prior to ~~this Section 2.4(b~~the last day of an Interest Period, so long as no Event of Default has occurred and is continuing, the Borrower may defer the making of such mandatory prepayment until the earlier of (A) ~~shall not result under any circumstance in a permanent reduction~~ the last day of such Interest Period and (B) the ~~Commitments~~date thirty days after the date on which such mandatory prepayment would otherwise have been required to be made.

Appears in 1 contract

Samples: Credit Agreement (Alliant Techsystems Inc)

Mandatory. (i) To If the ~~extent that~~ Parent, the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $1,000,000 (or the equivalent thereof in another currency) individually or on a cumulative basis in any fiscal year of the Parent, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Parent, the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Parent, the Borrower or the Subsidiary of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the Term Loans in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds (or to all outstanding Loans and L/C Obligations if an Event of Default exists); provided that in the case of each Disposition and Event of Loss, if the Parent or the Borrower states in its notice ~~required under Section 6.3(e) hereunder (it being agreed and understood~~ of such event that ~~failure~~ the Parent, the Borrower or the applicable Subsidiary intends to ~~deliver~~ reinvest, within 90 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such ~~notice~~ Disposition or Event of Loss, then so long as no Default or Event of Default then exists, the Borrower shall not ~~constitute~~ be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually reinvested in such similar assets with such 90-day period. Promptly after the end of such 90-day period, the Borrower shall notify the Administrative Agent whether the Parent, the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Term Loans in the amount of such Net Cash Proceeds not so reinvested (or to all outstanding Loans and L/C Obligations if an Event of Default exists). The amount of each such prepayment shall be applied on a ratable basis among the relevant outstanding Obligations of the several Lenders based on the principal amounts thereof. If a Default or Event of Default ~~hereunder) and prepay an aggregate principal amount of Loans equal to 100%~~ exists, all proceeds of such ~~excess Net Cash Proceeds promptly after receipt thereof (~~Disposition or if Event of Loss shall be deposited with the ~~Borrower~~ Administrative Agent and held by it in ~~good faith intends to use such Net Cash Proceeds to acquire, improve~~ the Collateral Account. So long as no Default or ~~maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line~~ Event of ~~business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period~~Default exists, the ~~Relevant Parties have not used~~ Administrative Agent is authorized to disburse amounts representing such ~~Net Cash Proceeds~~ proceeds from the Collateral Account to or at the Borrower's direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below)Property. (ii) If ~~for~~ after the Closing Date the Parent, the Borrower or any ~~reason~~ Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), other than equity securities issued in connection with the ~~Total Outstandings at any time exceed the Aggregate Commitments~~exercise of employee stock options, the Borrower shall ~~immediately~~ promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Parent, the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Parent, the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Term Loans (or to all outstanding Loans and L/C ~~Borrowings and/or Cash Collateralize the L/C~~ Obligations ~~(other than the L/C Borrowings~~if an Event of Default exists) in an aggregate amount equal to 100% of the amount of such ~~excess; provided~~Net Cash Proceeds. The amount of each such prepayment shall be applied on a ratable basis among the relevant outstanding Obligations of the several Lenders based on the principal amounts thereof. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.11 hereof or any other terms of this Agreement. (iii) If after the Closing Date the Parent, ~~however~~the Borrower or any Subsidiary shall issue any Indebtedness for Borrowed Money, ~~that~~ other than Indebtedness for Borrowed Money permitted by Section 8.7(a), (b), (c), (d), (e) or (g) hereof, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Parent, the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Parent, the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Term Loans (or to all outstanding Loans and L/C Obligations if an Event of Default exists) in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied on a ratable basis among the relevant outstanding Obligations of the several Lenders based on the principal amounts thereof. The Borrower acknowledges that its performance hereunder shall not ~~be required~~ limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or any other terms of this Agreement. (iv) The Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to ~~Cash Collateralize~~ Section 1.13 hereof, prepay the Revolving Loans and, if necessary, prefund the L/C Obligations ~~pursuant~~ by the amount, if any, necessary to ~~this Section 2.4(b) unless after~~ reduce the ~~prepayment in full~~ sum of the aggregate principal amount of Revolving Loans and L/C ~~Borrowings,~~ Obligations then outstanding to the ~~Total Outstandings exceed~~ amount to which the ~~Aggregate~~ Revolving Credit Commitments ~~then in effect~~have been so reduced. (~~iii~~v) ~~Prepayments~~ If at any time the sum of the ~~Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to~~ unpaid principal balance of the Revolving Loans and the L/C ~~Borrowings~~Obligations then outstanding shall be in excess of the Borrowing Base as then determined and computed, ~~second, ratably~~ the Borrower shall immediately and without notice or demand pay over the amount of the excess to the ~~outstanding Swingline Borrowings~~Administrative Agent for the account of the Lenders as and for a mandatory prepayment on such Obligations, ~~third, ratably~~ with each such prepayment first to be applied to the ~~outstanding~~ Revolving Loans until payment in full thereof with any remaining balance to be held by the Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of Credit. (vi) Unless the Borrower otherwise directs, prepayments of Loans under this Section 1.9(b) shall be applied first to Borrowings of Base Rate Loans ~~(other than~~ until payment in full thereof, then to Borrowings of Eurodollar Loans in the ~~Swingline Loans)~~order in which their Interest Periods expire, ~~fourth, ratably~~ then to the ~~outstanding Eurodollar~~ Fixed Rate ~~Loans, and fifth, in~~ Loan. Each prepayment of Loans under this Section 1.9(b) shall be made by the ~~case~~ payment of ~~prepayments under Section 2.4(b)(ii) only,~~ the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b)~~any Term Loans, the ~~amount remaining~~Fixed Rate Loan or Eurodollar Loans, ~~if any, after~~ accrued interest thereon to the date of prepayment ~~in full of all L/C Borrowings and Loans outstanding at such time and~~together with, in the case of ~~prepayments~~ any Eurodollar Loans or the Fixed Rate Loan, any amounts due the Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 1.12 hereof. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~9.4 hereof.

Appears in 1 contract

Samples: Credit Agreement (Check Technology Corp)

Mandatory. (i) To If the Borrower or any Subsidiary shall at any time or from time to time (i) make or agree to make a Disposition, including without limitation any Targeted Transactions or Designated Transaction, or (ii) shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrower, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that in the case of each Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 90 days of receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrower’s notice with such 90-day period. Promptly after the end of such 90-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrower’s notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $1,000,000 not so invested or reinvested. Except for any prepayment resulting from any Designated Transaction, the amount of each such prepayment shall be applied first to the outstanding Bullet Loans A until paid in full, then to outstanding Term Loans A until paid in full, then to outstanding Term Loans B until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans, provided that (A) the Net Cash Proceeds of any disposition of the inventory and accounts receivable of a Targeted Transaction agreed to by the Borrower and the Administrative Agent (the “Working Capital Proceeds”) in an amount equal to the amount included in the Borrowing Base (but not to exceed $487,000 in the aggregate) with respect to such assets shall first be applied to the repayment of Revolving Loan until paid in full and then to the Swing Loans, and (B) the Borrower may elect to apply any Working Capital Proceeds in excess the amount described in the foregoing clause (A) to the repayment of Revolving Loans or the Bullet Loans A. The amount of any payment resulting from any Designated Transaction shall be applied first to the outstanding Term Loans A until paid in full, then to outstanding Term Loans B until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans until paid in full and then to the outstanding Bullet Loans A, provided that the Net Cash Proceeds of any ~~Asset Sale~~ disposition of the inventory and accounts receivable in connection with a Designated Transaction in an amount equal to the amount included in the Borrowing Base with respect to such assets shall first be applied to the repayment of Revolving Loan until paid in full and then to the Swing Loans. If the Administrative Agent or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ the Required Lenders so request, all proceeds of ~~Extraordinary Receipts,~~ such Event of Loss shall be deposited with the ~~Borrower shall deliver~~ Administrative Agent and held by it in the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a~~ Collateral Account. So long as no Default or Event of Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day periodexists, the ~~Relevant Parties have not used~~ Administrative Agent is authorized to disburse amounts representing such ~~Net Cash Proceeds~~ proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below)Property. (ii) If ~~for~~ after the Closing Date the Borrower or any ~~reason~~ Subsidiary shall issue any new equity securities (other than equity securities issued in connection with the ~~Total Outstandings at~~ exercise of employee stock options, equity securities issued to the seller of an Acquired Business in connection with an Acquisition permitted by the terms hereof, if any) or incur or assume any ~~time exceed the Aggregate Commitments~~Indebtedness other than that permitted by Sections 6.11(a), (b) or (c) hereof, the Borrower shall ~~immediately~~ promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance, incurrence or assumption to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, incurrence or assumption the Borrower shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Term Loans (until paid in full, then to the Term Loans B until paid in full, then to the Revolving Loans until paid in full) then to the Swing Loans until paid in full and then to the Bullet Loans A. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 6.11 or any other terms of this Agreement. (iii) No later than 28 days after the last day of each fiscal quarter, commencing with the fiscal quarter ending January 31, 2013, the Borrower shall prepay the then-outstanding Term Loans A by an amount equal to the amount by which the Borrower’s Excess Cash Flow for the period commencing October 1, 2012 and ending on the last day of such fiscal quarter exceeded the amount necessary for the Borrower’s Fixed Charge Coverage Ratio to be 1.2 to 1, minus the amount of all payments previously made pursuant to this Section 2.8(b)(iii). (iv) The Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 2.10, prepay the Revolving Loans and Swing Loans and, if necessary, prefund the L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Revolving Loans, Swing Loans and L/C ~~Borrowings and/or Cash Collateralize~~ Obligations then outstanding to the ~~L/C Obligations (other than~~ amount to which the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Revolving Credit Commitments ~~then in effect~~have been so reduced. (~~iii~~v) ~~Prepayments~~ Each prepayment of ~~the Facility made pursuant to~~ Loans under this Section ~~2.4(b~~2.8(b) shall be ~~applied, first, ratably~~ made by the payment of the principal amount to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; be prepaid and, in the case of ~~prepayments~~ any Term Loans A, Term Loans B, Bullet Loans A or Swing Loans, accrued interest thereon to the date of ~~the Facility required pursuant to clause (i) or (ii)~~ prepayment. Each prefunding of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied~~ made in accordance with Section 7.4. (~~without~~ vi) If at any ~~further action by or notice to or from~~ time the ~~Borrower or any other Loan Party) to reimburse~~ sum of the unpaid principal balance of the Revolving Loans and the L/C ~~Issuer or the Lenders, as applicable. Prepayments~~ Obligations then outstanding shall be in excess of the ~~Facility made pursuant to this Section 2.4(b)~~ Borrowing Base as then determined and computed, the Borrower shall ~~not result under any circumstance in a permanent reduction~~ immediately and without notice or demand pay over the amount of the ~~Commitments~~excess to the Administrative Agent for the account of the Lenders as and for a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the Revolving Loans until payment in full thereof with any remaining balance to be held by the Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of Credit. (vii) If the Borrower receives any Tax Refunds, the Borrower shall prepay the Obligations by an amount equal to the amount of such proceeds, and, if the Administrative Agent receives any Tax Refunds, the Administrative Agent shall apply such Tax Refunds to effect such prepayment. The amount of each such prepayment shall be applied first to the outstanding Term Loans A until paid in full, then to the outstanding Term Loans B until paid in full, then to the Revolving Loans until paid in full and then to the Swing Loans until paid in full and then to the outstanding Bullet Loans A until paid in full.

Appears in 1 contract

Samples: Credit Agreement (Champion Industries Inc)

Mandatory. (i) To The Borrower shall, on each date the ~~extent that~~ Commitments are reduced pursuant to Section 2.11, prepay the Revolving Loans, and, if necessary, prefund the L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Revolving Loans and L/C Obligations then outstanding to the amount to which the Commitments have been so reduced. (ii) If Usage is greater than 35% and the sum of the unpaid principal balance of the Revolving Loans and the L/C Obligations then outstanding shall be in excess of the Borrowing Base as then determined and computed, the Borrower shall immediately and without notice or demand pay over the amount of the excess to the Administrative Agent for the account of the Lenders as and for a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the Revolving Loans until paid in full with any remaining balance to be held by the Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of Credit. (iii) If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds ~~promptly after~~ are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any ~~earlier date on which the Borrower has determined not~~ such prepayment with respect to ~~use such~~ Net Cash Proceeds ~~for~~ received on account of Dispositions during any ~~such purpose~~fiscal year of the Borrower not exceeding $1,000,000 in the aggregate so long as no Event of Default then exists, and (z) ~~(all such prepayments to be applied as set forth~~ in the case of any Disposition not covered by clause (~~iii~~y) ~~below). (ii) If for any reason~~ above, so long as no Event of Default then exists, if the ~~Total Outstandings at any time exceed~~ Borrower states in its notice of such event that the ~~Aggregate Commitments~~Borrower or the relevant Subsidiary intends to reinvest, within 90 days of the applicable Disposition, the ~~Borrower shall immediately prepay Loans and L/C Borrowings and/or~~ Net Cash ~~Collateralize~~ Proceeds thereof in assets similar to the ~~L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal~~ assets which were subject to such ~~excess; provided~~Disposition, ~~however, that~~ then the Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash ~~Collateralize~~ Proceeds to the ~~L/C Obligations pursuant to this Section 2.4(b) unless~~ extent such Net Cash Proceeds are actually reinvested in such similar assets with such 90-day period. Promptly after the ~~prepayment in full~~ end of ~~the Loans and L/C Borrowings~~such 90-day period, the ~~Total Outstandings exceed~~ Borrower shall notify the ~~Aggregate Commitments then~~ Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in ~~effect~~such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) and held by it in the Collateral Account. So long as no Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (~~iii~~iv) ~~Prepayments~~ If after the Closing Date the Borrower or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), other than Excluded Equity Issuances, the Borrower shall promptly notify the Administrative Agent of the ~~Facility made pursuant~~ estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.11 (Maintenance of Subsidiaries) or Section 9.1(j) (Change of Control) or any other terms of the Loan Documents. (v) If after the Closing Date the Borrower or any Subsidiary shall issue any Indebtedness, other than Indebtedness permitted by Section 8.7(a)-(e), the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 or any other terms of the Loan Documents. (vi) If after the Closing Date the Borrower or any Subsidiary shall issue any Subordinated Debt, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 or any other terms of the Loan Documents. (vii) Unless the Borrower otherwise directs, prepayments of Loans under this Section ~~2.4(b~~2.8(b) shall be ~~applied, first, ratably~~ applied first to ~~the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding~~ Borrowings of Base Rate Loans ~~(other than the Swingline Loans), fourth, ratably~~ until payment in full thereof with any balance applied to ~~the outstanding~~ Borrowings of Eurodollar ~~Rate Loans, and fifth,~~ Loans in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~2.8(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments~~ any Eurodollar Loan, accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 4.5. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~9.4.

Appears in 1 contract

Samples: Credit Agreement (Shimmick Corp)

Mandatory. (i) To If the ~~extent that~~ Borrower or any Guarantor shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Guarantor in respect thereof) and, promptly upon receipt by the Borrower or such Guarantor of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds ~~promptly after~~ are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any ~~earlier date on which the Borrower has determined not~~ such prepayment with respect to ~~use such~~ Net Cash Proceeds ~~for~~ received on account of Dispositions during any ~~such purpose~~fiscal year of the Borrower not exceeding $500,000 in the aggregate so long as no Default or Event of Default then exists, and (z) ~~(all such prepayments to be applied as set forth~~ in the case of any Disposition not covered by clause (~~iii~~y) ~~below). (ii) If for any reason~~ above, so long as no Default or Event of Default then exists, if the ~~Total Outstandings at any time exceed~~ Borrower states in its notice of such event that the ~~Aggregate Commitments~~Borrower or the relevant Guarantor intends to reinvest, within 120 days of the applicable Disposition, the ~~Borrower shall immediately prepay Loans and L/C Borrowings and/or~~ Net Cash ~~Collateralize~~ Proceeds thereof in assets similar to the ~~L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal~~ assets which were subject to such ~~excess; provided~~Disposition, ~~however, that~~ then the Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash ~~Collateralize~~ Proceeds to the extent such Net Cash Proceeds are actually reinvested in such similar assets with such 120-day period. Promptly after the end of such 120-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Guarantor has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. The amount of each such prepayment shall be applied, first to the outstanding Term Loans until paid in full and then to the Revolving Credit. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If after the Closing Date the Borrower or any Guarantor shall issue new equity securities (whether common or preferred stock or otherwise), other than (A) equity securities issued in connection with the exercise of employee stock options or pursuant to an employee stock incentive plan, (B) capital stock of the Parent the Net Cash Proceeds of which are used in whole or in part to finance a Permitted Acquisition, (C) capital stock issued to the seller of an Acquired Business in connection with a Permitted Acquisition, (D) capital stock of the Parent the Net Cash Proceeds of which are used to finance redemptions of equity interests owned by managers of the Borrower or a Guarantor upon termination of employment to the extent permitted by Section 8.12(c) hereof, (E) capital stock of the Parent the Net Cash Proceeds of which are used to finance Capital Expenditures and (F) equity securities issued in connection with the exercise of a Cure Right, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 50% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied, first to the outstanding Term Loans until paid in full and then to the Revolving Credit. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.11 (Maintenance of Subsidiaries) or Section 9.1(i) (Change of Control) hereof or any other terms of the Loan Documents. (iii) If after the Closing Date the Borrower or any Guarantor shall issue any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money permitted by Section 8.7 hereof, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Guarantor in respect thereof. Promptly upon receipt by the Borrower or such Guarantor of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied, first to the outstanding Term Loans until paid in full and then to the Revolving Credit. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or any other terms of the Loan Documents. (iv) If after the Closing Date the Borrower or any Guarantor shall issue any Subordinated Debt, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Guarantor in respect thereof. Promptly upon receipt by the Borrower or such Guarantor of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied, first to the outstanding Term Loans until paid in full and then to the Revolving Credit. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or any other terms of the Loan Documents. (v) Within one hundred twenty (120) days after the end of each fiscal year of the Parent (commencing with the Parent’s fiscal year ended December 31, 2008), the Borrower shall prepay the Obligations by an amount equal to the Excess Cash Flow Prepayment Percentage of Excess Cash Flow of Borrower and its Subsidiaries for the most recently completed fiscal year of the Borrower. The amount of each such prepayment shall be applied, first to the outstanding Term Loans until paid in full and then to the Revolving Credit. (vi) The Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 1.13 hereof, prepay the Revolving Loans, Swing Loans, and, if necessary, prefund the L/C Obligations ~~pursuant~~ by the amount, if any, necessary to ~~this Section 2.4(b) unless after~~ reduce the ~~prepayment in full~~ sum of the ~~Loans~~ aggregate principal amount of Revolving Loans, Swing Loans, and L/C ~~Borrowings,~~ Obligations then outstanding to the ~~Total Outstandings exceed~~ amount to which the ~~Aggregate~~ Revolving Credit Commitments ~~then in effect~~have been so reduced. (~~iii~~vii) ~~Prepayments~~ Unless the Borrower otherwise directs, prepayments of ~~the Facility made pursuant to~~ Loans under this Section ~~2.4(b~~1.9(b) shall be ~~applied, first, ratably~~ applied first to ~~the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding~~ Borrowings of Base Rate Loans ~~(other than the Swingline Loans), fourth, ratably~~ until payment in full thereof with any balance applied to ~~the outstanding~~ Borrowings of Eurodollar ~~Rate Loans, and fifth,~~ Loans in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~1.9(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments~~ any Term Loans or Eurodollar Loans or Swing Loans, accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 1.12 hereof. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~9.4 hereof.

Appears in 1 contract

Samples: Credit Agreement (Lecg Corp)

Mandatory. (i) To If Borrower shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then Borrower shall promptly notify Bank of such proposed Disposition or Event of Loss (including the ~~extent that~~ amount of the estimated Net Cash Proceeds to be received by Borrower in respect thereof) and, promptly upon receipt by Borrower of the Net Cash Proceeds of any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts, the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such ~~notice shall not constitute a Default~~ Disposition or Event of ~~Default hereunder) and~~ Loss, Borrower shall prepay the Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds ~~promptly after~~ are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any ~~earlier date~~ such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of Borrower not exceeding $250,000 in the aggregate so long as no Default or Event of Default then exists, and (z) in the case of any Disposition not covered by clause (y) above, so long as no Default or Event of Default then exists, if Borrower states in its notice of such event that Borrower intends to reinvest, within 90 days of the applicable Disposition, the Net Cash Proceeds thereof in assets similar to the assets which ~~the~~ were subject to such Disposition, then Borrower ~~has determined~~ shall not be required to ~~use~~ make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds ~~for any~~ to the extent such ~~purpose) (all~~ Net Cash Proceeds are actually reinvested in such ~~prepayments~~ similar assets with such 90-day period. Promptly after the end of such 90-day period, Borrower shall notify Bank whether Borrower has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. The amount of each such prepayment shall be applied first to the outstanding Term Loan until paid in full and then to cash collateralize the Bond L/C. If Bank so request, all proceeds of such Disposition or Event of Loss shall be deposited with Bank (or its agent) and held by it in a collateral account for the benefit of Bank (the “Collateral Account”). So long as ~~set forth in clause (iii) below)~~no Default or Event of Default exists, Bank is authorized to disburse amounts representing such proceeds from the Collateral Account to or at Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If ~~for any reason~~ after the ~~Total Outstandings at any time exceed the Aggregate Commitments, the~~ Closing Date Borrower shall ~~immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations~~ issue new equity securities (whether common or preferred stock or otherwise), other than equity securities issued to Holdings or Parent, Borrower shall promptly notify Bank of the ~~L/C Borrowings)~~ estimated Net Cash Proceeds of such issuance to be received by or for the account of Borrower in respect thereof. Promptly upon receipt by Borrower of Net Cash Proceeds of such issuance, Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such ~~excess; provided, however,~~ Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Term Loan until paid in full and then to cash collateralize the Bond L/C. Borrower acknowledges that ~~the Borrower~~ its performance hereunder shall not ~~be required to Cash Collateralize~~ limit the ~~L/C Obligations pursuant to this~~ rights and remedies of Bank for any breach of Section ~~2.4(b~~6.19 or Section 7.1(c) ~~unless after the prepayment in full~~ hereof or any other terms of the ~~Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect~~Loan Documents. (iii) ~~Prepayments~~ If after the Closing Date Borrower shall issue any Indebtedness, other than Indebtedness permitted by Section 6.5 hereof, Borrower shall promptly notify Bank of the ~~Facility made pursuant~~ estimated Net Cash Proceeds of such issuance to ~~this Section 2.4(b)~~ be received by or for the account of Borrower in respect thereof. Promptly upon receipt by Borrower of Net Cash Proceeds of such issuance, Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be ~~applied, first, ratably to the L/C Borrowings, second, ratably~~ applied first to the outstanding ~~Swingline Borrowings, third, ratably~~ Term Loan until paid in full and then to cash collateralize the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining Bond L/~~C Obligations; and, in~~ C. Borrower acknowledges that its performance hereunder shall not limit the ~~case~~ rights and remedies of ~~prepayments~~ Bank for any breach of ~~the Facility required pursuant to clause (i) or (ii) of this~~ Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower 6.7 hereof or any other ~~Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments~~ terms of the ~~Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Landec Corp \Ca\)

Mandatory. (i) ~~To the extent that the Net Cash Proceeds of~~ If at any ~~Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~time for any reason, the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the ~~Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in~~ Administrative Agent notifies the Company at any ~~line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent~~ time that, ~~within such 365 day period,~~ the ~~Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100%~~ sum of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below). (ii) If for any reason the Total Outstandings exceeds the lesser of (A) the Borrowing Base Amount at ~~any~~ such time ~~exceed~~ and (B) the Aggregate ~~Commitments~~Commitments at such time, the ~~Borrower~~ Borrowers shall immediately prepay Loans (including Swing Line Loans and L/C ~~Borrowings~~ Borrowings) and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, ~~that~~ that, the ~~Borrower~~ Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section ~~2.4(b~~2.06(b) unless after the prepayment in full of the Revolving Credit Loans ~~and L/C Borrowings,~~ the Total Revolving Credit Outstandings exceed the ~~Aggregate Commitments~~ Revolving Credit Facility then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (ii) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Revolving Credit Loans denominated in Alternative Currencies at such time exceeds 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Revolving Credit Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect. (iii) ~~Prepayments~~ Each prepayment of ~~the Facility made~~ Loans pursuant to the foregoing provisions of this Section ~~2.4(b~~2.06(b) shall be applied, first, to the Revolving Credit Facility in the manner set forth in clause (iv) of this Section 2.06(b) and, second, to the Term Facility. (iv) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C ~~Borrowings~~Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding ~~Swingline Borrowings~~Revolving Credit Loans, and, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon ~~the~~ a drawing of under any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from ~~the Borrower or~~ any ~~other~~ Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable~~. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~.

Appears in 1 contract

Samples: Credit Agreement (W P Carey & Co LLC)

Mandatory. (i) To The Borrower shall, on each date the ~~extent that~~ Revolving Credit Commitment is reduced pursuant to Section 2.11, prepay the Revolving Loans, and, if necessary, prefund the L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Revolving Loans and L/C Obligations then outstanding to the amount to which the Revolving Credit Commitment has been so reduced. (ii) If at any time the sum of the unpaid principal balance of the Revolving Loans and the L/C Obligations then outstanding shall be in excess of the Borrowing Base as then determined and computed, the Borrower shall immediately and without notice or demand pay over the amount of the excess to the Bank as and for a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the Revolving Loans until paid in full with any remaining balance to be held by the Bank in the Collateral Account as security for the Obligations owing with respect to the Letters of Credit. (iii) If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the Borrower shall promptly notify the Bank of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds ~~promptly after~~ are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any ~~earlier date on which the Borrower has determined not~~ such prepayment with respect to ~~use such~~ Net Cash Proceeds ~~for~~ received on account of Dispositions during any ~~such purpose~~Fiscal Year of the Borrower not exceeding $200,000 in the aggregate so long as no Default then exists, and (z) ~~(all such prepayments to be applied as set forth~~ in the case of any Disposition not covered by clause (~~iii~~y) ~~below). (ii) If for any reason~~ above, so long as no Default then exists, if the ~~Total Outstandings at any time exceed~~ Borrower states in its notice of such event that the ~~Aggregate Commitments~~Borrower or the relevant Subsidiary intends to reinvest, within 90 days of the applicable Disposition, the ~~Borrower shall immediately prepay Loans and L/C Borrowings and/or~~ Net Cash ~~Collateralize~~ Proceeds thereof in assets similar to the ~~L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal~~ assets which were subject to such ~~excess; provided~~Disposition, ~~however, that~~ then the Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash ~~Collateralize~~ Proceeds to the ~~L/C Obligations pursuant to this Section 2.4(b) unless~~ extent such Net Cash Proceeds are actually reinvested in such similar assets with such 90-day period. Promptly after the end of such 90-day period, the Borrower shall notify the Bank whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. The amount of each such prepayment shall be applied first to the outstanding Delayed Draw Term Loan until paid in full and then to the Revolving Facility, provided that proceeds relating to Eligible Inventory and Eligible Receivables then included in the Borrowing Base shall first be applied to the Revolving Facility. If the Bank so requests, all proceeds of such Disposition or Event of Loss shall be deposited with the ~~Loans~~ Bank (or its agent) and ~~L/C Borrowings~~held by it in the Collateral Account. So long as no Default exists, the ~~Total Outstandings exceed~~ Bank is authorized to disburse amounts representing such proceeds from the ~~Aggregate Commitments then in effect~~Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (~~iii~~iv) ~~Prepayments~~ If after the Closing Date the Borrower or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), other than Excluded Equity Issuances, the Borrower shall promptly notify the Bank of the ~~Facility made pursuant~~ estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Delayed Draw Term Loan until paid in full and then to the Revolving Facility. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Bank for any breach of Section 8.11 (Maintenance of Subsidiaries) or Section 9.1(i) (Change of Control) or any other terms of the Loan Documents. (v) If after the Closing Date the Borrower or any Subsidiary shall issue any Indebtedness, other than Indebtedness permitted by Section 8.7(a)-(j), the Borrower shall promptly notify the Bank of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Delayed Draw Term Loan until paid in full and then to the Revolving Facility. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Bank for any breach of Section 8.7 or any other terms of the Loan Documents. (vi) If after the Closing Date the Borrower or any Subsidiary shall issue any Subordinated Debt, the Borrower shall promptly notify the Bank of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Delayed Draw Term Loan until paid in full and then to the Revolving Facility. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Bank for any breach of Section 8.7 or any other terms of the Loan Documents. (vii) Unless the Borrower otherwise directs, prepayments of Loans under this Section ~~2.4(b~~2.8(b) shall be ~~applied, first, ratably~~ applied first to ~~the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding~~ Borrowings of Base Rate Loans ~~(other than the Swingline Loans), fourth, ratably~~ until payment in full thereof with any balance applied to ~~the outstanding~~ Borrowings of Eurodollar ~~Rate Loans, and fifth,~~ Loans in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~2.8(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments~~ the Delayed Draw Term Loan or any Eurodollar Loans, accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Bank under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 4.5. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~9.4.

Appears in 1 contract

Samples: Credit Agreement (Willdan Group, Inc.)

Mandatory. (i) To If any Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the ~~extent that~~ Borrowers, then (x) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ such Event of ~~Extraordinary Receipts~~Loss, the ~~Borrower~~ Borrowers shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds ~~promptly after~~ in excess of U.S. $1,000,000 individually or on a cumulative basis in any ~~earlier date on which~~ fiscal year of the Borrowers; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in its notice of such event that the applicable Borrower ~~has determined~~ or the applicable Subsidiary intends to invest or reinvest, as applicable, within 365 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like‑kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to ~~use~~ make a mandatory prepayment under this Section in respect of such Net Cash Proceeds ~~for~~ to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such 365‑day period. Promptly after the end of such 365‑day period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers not so invested or reinvested. The amount of each such ~~purpose) (all such prepayments to~~ prepayment shall be applied ~~as set forth~~ then to the U.S. Revolving Loans and the Canadian Revolving Loans on a ratable basis (in ~~clause~~ accordance with the outstanding principal amounts thereof) until all outstanding Revolving Loans are paid in full and then to the U.S. Swing Loans and the Canadian Swing Loans on a ratable basis (~~iii) below~~in accordance with the outstanding principal amounts thereof). (ii) If ~~for~~ after the Effective Date any ~~reason the Total Outstandings at~~ Borrower or any ~~time exceed the Aggregate Commitments, the Borrower~~ Subsidiary shall ~~immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations~~ issue any new equity securities (other than equity securities issued to any director, manager, or employee as part of an employee incentive program, equity securities issued to the ~~L/C Borrowings~~seller of an Acquired Business in connection with an Acquisition permitted by the terms hereof, if any, and, so long as no Event of Default exists at the time of any such issue, any Designated Canadian Equity Issuances, if any) or incur or assume any Indebtedness other than that permitted by Section 6.11, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance, incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in ~~an aggregate~~ respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such issuance, incurrence or assumption the Borrowers shall prepay the Obligations in the amount ~~equal~~ of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to ~~such excess; provided, however,~~ the U.S. Revolving Loans and Canadian Revolving Loans on a ratable basis (in accordance with the outstanding principal amounts thereof) until all outstanding Revolving Loans are paid in full and then to the U.S. Swing Loans and Canadian Swing Loans on a ratable basis (in accordance with the outstanding principal amounts thereof). The Borrowers acknowledge that ~~the Borrower~~ their performance hereunder shall not ~~be required to Cash Collateralize~~ limit the ~~L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full~~ rights and remedies of the ~~Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect~~Lenders for any breach of Section 6.11 or any other terms of this Agreement. (iii) ~~Prepayments~~ The Borrowers shall, on each date the U.S. Commitments are reduced pursuant to Section 2.9, prepay the U.S. Revolving Loans and, if necessary, U.S. Swing Loans and, if necessary, in accordance with Section 4.5, Cash Collateralize 103% of the ~~Facility made~~ then-outstanding U.S. L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of U.S. Revolving Loans, U.S. Swing Loans and U.S. L/C Obligations then outstanding to the amount to which the Commitments have been so reduced; and the Borrowers shall, on each date the Canadian Commitments are reduced pursuant to Section 2.9, prepay the Canadian Revolving Loans and, if necessary, Canadian Swing Loans and, if necessary, in accordance with Section 4.5, Cash Collateralize 103% of the then-outstanding Canadian L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Canadian Revolving Loans, Canadian Swing Loans and Canadian L/C Obligations then outstanding to the amount to which the Commitments have been so reduced; and (iv) Unless the Borrowers otherwise direct, prepayments of Loans under this Section ~~2.4(b~~2.7(b) shall be ~~applied, first, ratably~~ applied first to ~~the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding~~ Borrowings of Base Rate Loans ~~(other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar~~ and Canadian Prime Rate Loans, as the case may be, until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans and ~~fifth~~Canadian CDOR Loans, as the case may be, in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~2.7(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments~~ any Eurodollar Loans or Canadian CDOR Loans, accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 8.1. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~4.5.

Appears in 1 contract

Samples: Credit Agreement (Delek Logistics Partners, LP)

Mandatory. (i) To If for any reason the ~~extent that~~ Total Outstandings at any time (x) prior to the Revolver Maturity Date exceeds the lesser of (A) the Borrowing Base at such time and (B) the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Revolving Loans in an aggregate amount equal to such excess and (y) on or after the Revolver Maturity Date exceeds the Borrowing Base at such time, the Borrowers shall immediately prepay the Converted Term Loans in an aggregate amount equal to such excess. (ii) Upon the issuance and sale by the REIT of any of its Equity Interests, the REIT shall prepay the Loans in an amount equal to 100% of the Net Cash Proceeds ~~of any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~received by the REIT in respect thereof; provided, ~~the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood~~ however, that ~~failure to deliver such notice shall not constitute a~~ so long as no Default or Event of Default ~~hereunder)~~ shall have occurred and ~~prepay an aggregate principal amount~~ be continuing, the REIT may use all or a portion of ~~Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use~~ such Net Cash Proceeds to ~~acquire~~(A) pay operating expenses of the Loan Parties due and payable at the time of, ~~improve~~ or anticipated to become due and payable within sixty (60) days of, such sale or issuance of its Equity Interests and/or (B) make dividends or other distributions in an amount not to exceed the amount required for the REIT to eliminate 105% of its taxable income at the time of such sale or issuance of its Equity Interests or otherwise required for the REIT to maintain ~~Pipeline Assets~~its tax status as a real estate investment trust, ~~Real Property or Easements related to Pipeline Assets or for capital assets to be used~~ in ~~any line~~ the case of ~~business not prohibited by Section 7.7~~each of clauses (A) and (B), ~~then on or before~~ so long as (x) the ~~365th day after such Asset Sale~~ REIT delivers to the ~~extent that, within such 365 day period,~~ Administrative Agent a certificate signed by a Responsible Officer of the ~~Relevant Parties have not used~~ REIT certifying the amount of such Net Cash Proceeds permitted to be used for the purposes set forth in clauses (A) and (B), together with a detailed calculation thereof and (y) such Net Cash Proceeds are used for such ~~purpose~~purposes within sixty (60) days after the date of such sale or issuance of its Equity Interests. (iii) Upon receipt by any Loan Party of any Net Cash Proceeds from an Investment Asset Payment, ~~provided, that prepayment~~ the Borrowers shall ~~be required~~ prepay the Loans in an amount equal to 100% of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments, the Borrower shall immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excessProceeds; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, the ~~Borrower shall not be required~~ REIT may use all or a portion of such Net Cash Proceeds to ~~Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b~~(A) ~~unless after the prepayment in full~~ pay operating expenses of the ~~Loans~~ Loan Parties due and ~~L/C Borrowings~~payable at the time of, ~~the Total Outstandings~~ or anticipated to become due and payable within one hundred-twenty (120) days of, such Investment Asset Payment and/or (B) make dividends or other distributions in an amount not to exceed the ~~Aggregate Commitments then in effect. (iii) Prepayments~~ amount required for the REIT to eliminate 105% of its taxable income at the ~~Facility made pursuant~~ time of such Investment Asset Payment or otherwise required for the REIT to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifthmaintain its tax status as a real estate investment trust, in the case of ~~prepayments under Section 2.4(b)(ii~~each of clauses (A) ~~only~~and (B), so long as (x) the REIT delivers to ~~Cash Collateralize~~ the ~~remaining L/C Obligations; and, in the case of prepayments~~ Administrative Agent a certificate signed by a Responsible Officer of the ~~Facility required pursuant to clause (i) or (ii) of this Section 2.4(b),~~ REIT certifying the amount ~~remaining, if any,~~ of such Net Cash Proceeds permitted to be used for the purposes set forth in clauses (A) and (B) together with a detailed calculation thereof and (y) such Net Cash Proceeds are used for such purposes within one hundred-twenty (120) days after the ~~prepayment in full~~ date of ~~all L/C Borrowings and Loans outstanding at~~ such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the CommitmentsInvestment Asset Payment.

Appears in 1 contract

Samples: Credit Agreement (Colony Financial, Inc.)

Mandatory. (i) To If the ~~extent that~~ Borrower or any Subsidiary shall at any time or from time to time make or agree to make an Asset Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any Fiscal Year, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Asset Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of ~~any~~ such Asset ~~Sale~~ Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ such Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds ~~promptly after any earlier date on which~~ in excess of $1,000,000; provided that in the case of each Asset Disposition and Event of Loss, if the Borrower ~~has determined~~ states in such notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within twelve (12) months of the applicable Asset Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like‑kind assets, then so long as no Default or Event of Default then exists, the Borrower shall not be required to ~~use~~ make a mandatory prepayment under this Section in respect of such Net Cash Proceeds ~~for any~~ to the extent such ~~purpose~~Net Cash Proceeds are actually invested or reinvested as described in the Borrower’s notice within such twelve (12) month period. Promptly after the end of such twelve (~~all~~ 12) month period, the Borrower shall notify the Administrative Agent whether the Borrower or such ~~prepayments~~ Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrower’s notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $1,000,000 not so invested or reinvested. The amount of each such prepayment shall be applied first to the outstanding Term Loans and Incremental Term Loans, if any, until paid in full (such payments being applied to the remaining amortization payments on the Term Loans and Incremental Term Loans, if any, in the inverse order of maturity), then to the Revolving Loans until paid in full, and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Asset Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in the Collateral Account. So long as ~~set forth in clause (iii) below)~~no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If ~~for~~ after the Restatement Effective Date the Borrower or any ~~reason the Total Outstandings at~~ Subsidiary shall issue any ~~time exceed the Aggregate Commitments~~new Ownership Interests (other than Excluded Equity Issuances) or incur or assume any Indebtedness other than that permitted by Section 7.1 (other than Indebtedness permitted by Section 7.1(m)), the Borrower shall ~~immediately~~ promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance, incurrence or assumption to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, incurrence or assumption the Borrower shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Term Loans and ~~L/C Borrowings and/or~~ Incremental Term Loans, if any, until paid in full (such payments being applied to the remaining amortization payments on the Term Loans and Incremental Term Loans, if any, in the inverse order of maturity), then to the Revolving Loans until paid in full, and then to the Swing Loans. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 7.1 or any other terms of this Agreement. (iii) On or before April 30th of each year, beginning April 30, 2019, the Borrower shall prepay the then‑outstanding Loans by an amount equal to 50% of Excess Cash Flow of the Borrower on a Consolidated basis for the most recently completed Fiscal Year; provided that, no Excess Cash Flow payment shall be required under this Section 2.8(b)(iii) with respect to such recently completed Fiscal Year to the extent that (A) the Consolidated Total Leverage Ratio is less than 2.50 to 1.00 as of the end of the two consecutive fiscal quarters of the Borrower immediately preceding the date such Excess Cash Flow payment would otherwise be required under this Section 2.8(b)(iii), and the Borrower has delivered to the Administrative Agent the compliance certificates required by Section 6.2(a) hereof with detailed calculations evidencing the Consolidated Total Leverage Ratio on such dates and (B) no Default or Event of Default has occurred and is continuing on April 30th of such year when the Excess Cash Flow payment would otherwise be required under this Section 2.8(b)(iii). The amount of each such prepayment shall be applied first to the outstanding Term Loans and Incremental Term Loans, if any, until paid in full (such payments being applied to the remaining amortization payments on the Term Loans and Incremental Term Loans, if any, in the inverse order of maturity), then to the Revolving Loans until paid in full, and then to the Swing Loans. (iv) The Borrower shall, on each date (A) the Revolving Credit Commitments are reduced pursuant to Section 2.10, prepay the Revolving Loans and, if necessary, Swing Loans and, if necessary, in accordance with Section 4, Cash Collateralize the L/C Obligations ~~(other than~~ by the ~~L/C Borrowings) in an aggregate amount equal~~ amount, if any, necessary to ~~such excess; provided, however, that~~ reduce the ~~Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full~~ sum of the aggregate principal amount of Revolving Loans, Swing Loans and L/C ~~Borrowings~~Obligations then outstanding to the amount to which the Revolving Credit Commitments have been so reduced, and (B) a Permitted Refinancing occurs, prepay the applicable Loans subject to such Permitted Refinancing; (v) Notwithstanding the foregoing provisions of this Section 2.8(b), (A) any Lender may waive, by written notice to the Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder, the ~~Total Outstandings exceed~~ right to receive its amount of such mandatory prepayment of the ~~Aggregate Commitments then in effect~~applicable Loans being prepaid, (B) if any Lender or Lenders elect to waive the right to receive their amount of such mandatory prepayment pursuant to the foregoing clause (A), the total amount that otherwise would have been applied to mandatorily prepay such applicable Loans of such Lender or Lenders shall be applied to prepay the applicable Loans being repaid of the remaining non‑waiving Lender or Lenders holding such Loans on a pro rata basis, based on the respective principal amounts of their outstanding Loans being repaid, and (C) subject to the Intercreditor Agreement, to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be distributed to the Second Lien Administrative Agent (or its designated sub-agent) for application to the Second Lien Term Loans as permitted by the Intercreditor Agreement, and to the extent there are any prepayment amounts remaining thereafter, such amounts may be retained by the Borrower. (~~iii~~vi) ~~Prepayments~~ Unless the Borrower otherwise directs, prepayments of ~~the Facility made pursuant to~~ Loans under this Section ~~2.4(b~~2.8(b) shall be ~~applied, first, ratably~~ applied first to ~~the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding~~ Borrowings of Base Rate Loans ~~(other than the Swingline Loans), fourth, ratably~~ until payment in full thereof with any balance applied to ~~the outstanding~~ Borrowings of Eurodollar ~~Rate Loans, and fifth,~~ Loans in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~2.8(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b)~~any Term Loans, ~~the amount remaining~~Incremental Term Loans, if any, ~~after~~ Swing Loans or Eurodollar Loans, accrued interest thereon to the date of prepayment ~~in full of all L/C Borrowings and Loans outstanding at such time and, in~~ together with any amounts due the ~~case of prepayments~~ Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 9.1. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~4.

Appears in 1 contract

Samples: First Lien Credit Agreement (Turning Point Brands, Inc.)

Mandatory. Subject to the provisions of the Intercreditor Agreement and subject to the prior payment and cash collateralization in full of the First Lien Obligations: (i) To If the ~~extent that~~ Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds ~~promptly after~~ are applied to replace or restore the relevant Property in accordance with the terms herein, (y) this subsection shall not require any ~~earlier date on which the Borrower has determined not~~ such prepayment with respect to ~~use such~~ Net Cash Proceeds ~~for~~ received on account of Dispositions during any ~~such purpose~~fiscal year of the Borrower not exceeding $500,000 in the aggregate so long as no Event of Default then exists, and (z) ~~(all such prepayments to be applied as set forth~~ in the case of any Disposition not covered by clause (~~iii~~y) ~~below). (ii) If for any reason~~ above, so long as no Default or Event of Default then exists, if the ~~Total Outstandings at any time exceed~~ Borrower states in its notice of such event that the ~~Aggregate Commitments~~Borrower or the relevant Subsidiary intends to reinvest, within 120 days of the applicable Disposition, the ~~Borrower shall immediately prepay Loans and L/C Borrowings and/or~~ Net Cash ~~Collateralize~~ Proceeds thereof in assets similar to the ~~L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal~~ assets which were subject to such ~~excess; provided~~Disposition, ~~however, that~~ then the Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash ~~Collateralize~~ Proceeds to the ~~L/C Obligations pursuant to this Section 2.4(b) unless~~ extent such Net Cash Proceeds are actually reinvested in such similar assets with such 120-day period. Promptly after the ~~prepayment~~ end of such 120-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in ~~full~~ such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If after the Closing Date the Borrower or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), other than (1) equity securities issued in connection with ordinary course employee benefit or compensation programs, (2) capital stock of the ~~Loans and L/C Borrowings~~Parent issued to the seller of an Acquired Business in connection with a Permitted Acquisition, (3) capital stock of the Parent, the ~~Total Outstandings exceed~~ Borrower or any Subsidiary issued to employees or directors (if necessary for such director to qualify as such), (4) capital stock issued to finance Capital Expenditures permitted hereunder or in connection with a Permitted Acquisition, or (5) capital stock of the ~~Aggregate Commitments~~ Parent issued to Xxxxx Xxxxxxx or the other then existing shareholders no more than two (2) occasions per fiscal year of the Borrower, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in ~~effect~~respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.11 (Maintenance of Subsidiaries) or Section 9.1(i) (Change of Control) hereof or any other terms of the Loan Documents. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, If after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from Closing Date the Borrower or any Subsidiary shall issue any Indebtedness for Borrowed Money, other ~~Loan Party~~than Indebtedness for Borrowed Money permitted by Section 8.7(a)-(d) ~~to reimburse~~ or (f) hereof, the ~~L/C Issuer or~~ Borrower shall promptly notify the ~~Lenders, as applicable. Prepayments~~ Administrative Agent of the ~~Facility made~~ estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or any other terms of the Loan Documents. (iv) If after the Closing Date the Borrower or any Subsidiary shall issue any Subordinated Debt, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or any other terms of the Loan Documents. (v) Within 30 days after receipt of the Parent’s year-end audited financial statements, and in any event within 120 days after the end of each fiscal year of the Parent (commencing with fiscal year ending December 31, 2007), the Borrower shall prepay the Obligations by an amount equal to the Excess Cash Flow Prepayment Percentage of Excess Cash Flow of Parent and its Subsidiaries for the most recently completed fiscal year of the Parent. (vi) Notwithstanding anything to the contrary contained in this Section 1.9(b) or elsewhere in this Agreement, any Lender with an outstanding Loan shall have the option to waive any mandatory prepayment of such Loan pursuant to clauses (i)-(v), both inclusive, of this Section ~~2.4(b~~1.9(b) (each such prepayment a “Waiveable Mandatory Loan Prepayment”) upon the terms and provisions set forth in this Section. In the event any such Lender desires to waive such Lender’s right to receive any such Waiveable Mandatory Loan Prepayment in whole or in part, such Lender shall so advise the Administrative Agent no later than the date on which such prepayment is to occur, which notice shall also include the amount such Lender desires to receive in respect of such prepayment. If any such Lender does not ~~result under any circumstance in a permanent reduction~~ provide such notice, it will be deemed to have accepted 100% of the ~~Commitments~~total amount. (vii) [Intentionally Omitted.]

Appears in 1 contract

Samples: Second Lien Credit Agreement (Excelligence Learning Corp)

Mandatory. (i) To If the ~~extent that~~ Borrower or any Restricted Subsidiary shall at any time or from time to time make a Disposition (other than a Sale/Leaseback Transaction with respect to a Principal Owned Property which shall be subject to subsection (iii) below) or shall suffer an Event of Loss, then the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds of to be received by the Borrower or any ~~Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or~~ Restricted Subsidiary in respect thereof) and, within five (5) Business Days after the receipt of ~~Extraordinary Receipts~~such Net Cash Proceeds, the Borrower shall ~~deliver~~ prepay first, the ~~notice required under Section 6.3(e) hereunder (it being agreed~~ relevant Term Loans, and ~~understood that failure to deliver such notice shall not constitute~~ second, the relevant Revolving Loans, together with a ~~Default or Event~~ commensurate permanent reduction of ~~Default hereunder) and prepay~~ the relevant Revolving Credit Commitments, in an aggregate ~~principal~~ amount ~~of Loans~~ equal to 100% of the amount of all such ~~excess~~ Net Cash Proceeds; provided that this subsection shall not require any such prepayment with respect to Net Cash Proceeds ~~promptly after receipt thereof~~ (x) received on account of Dispositions during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate or received on account of Events of Loss during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate and (y) other than during the Basket Suspension Period, in the case of any Disposition or Event of Loss not covered by clause (x) above, so long as no Event of Default has occurred and is continuing, if the Borrower (A) actually reinvests such Net Cash Proceeds, within 12 months of the receipt thereof, in ~~good faith intends~~ assets that perform the same or similar function for the Borrower or a Restricted Subsidiary, to ~~use~~ the extent such Net Cash Proceeds are actually reinvested in such assets or (B) states in a notice delivered within 12 months of the receipt of such Net Cash Proceeds, that the Borrower or a Restricted Subsidiary has committed to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used reinvest such Net Cash Proceeds ~~for~~ in assets that perform the same or similar function in the business of the Borrower or a Restricted Subsidiary, to the extent such ~~purpose~~Net Cash Proceeds are actually reinvested in such assets within 18 months following the receipt thereof. Promptly after the end of such 12-month or 18-month period, ~~provided~~as applicable, ~~that~~ the Borrower shall notify the Administrative Agent whether the Borrower or a Restricted Subsidiary has reinvested such Net Cash Proceeds in such assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay first, the relevant Term Loans, and second, the relevant Revolving Loans, together with a commensurate permanent reduction of the relevant Revolving Credit Commitments, in the amount of such Net Cash Proceeds in excess of the applicable $2,500,000 basket described above not so reinvested. The amount of each such prepayment shall be ~~required~~ applied to the relevant outstanding Term Loans and Revolving Loans (with a permanent reduction of the relevant Revolving Credit Commitments) in ~~an amount equal to~~ accordance with this Section 1.9 until paid in full. (ii) If after the Closing Date the Borrower or any Restricted Subsidiary shall issue or incur any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money permitted by Section 8.7 (including Indebtedness issued or incurred under Sections 1.16, 1.18 and 1.19 (but excluding Section 1.20 or any Indebtedness incurred as a Permitted Refinancing of all or a portion of existing Term Loans of any Class)), the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance or incurrence. Within five (5) Business Days after receipt thereof, 100% of such Net Cash Proceeds ~~promptly after any earlier date on which~~ shall be applied by the Borrower ~~has determined~~ to prepay the relevant Term Loans and the relevant Revolving Loans (with a permanent reduction of the relevant Revolving Credit Commitments) in accordance with this Section 1.9 until paid in full. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 or any other terms of the Loan Documents. (iii) If the Borrower or any Restricted Subsidiary shall at any time or from time to ~~use~~ time enter into a Sale/Leaseback Transaction with respect to a Principal Owned Property or sell the Equity Interests issued by a Principal Owned Property Holdco and thereafter lease the Principal Owned Property owned by such Principal Owned Property Holdco, other than any such transaction with respect to one or more Specified Sale/Leaseback Properties during the Basket Suspension Period (such transaction also referred to herein as a “Prepayment Sale/Leaseback Transaction”), in either case when the Total Leverage Ratio on a Pro-Forma Basis giving effect to such Prepayment Sale/Leaseback Transaction and the application of the Net Cash Proceeds thereof as of the last day of the most recently ended fiscal quarter for ~~any~~ which financial statements are available on or prior to the date such ~~purpose) (all such prepayments~~ Prepayment Sale/Leaseback Transaction is consummated exceeds 2.50 to ~~be applied as set forth in clause (iii) below). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments~~1.00, the Borrower shall ~~immediately~~ promptly notify the Administrative Agent of such Prepayment Sale/Leaseback Transaction (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or any Restricted Subsidiary in respect thereof) and, within five (5) Business Days after the receipt of such Net Cash Proceeds, the Borrower shall prepay ~~Loans~~ first, the relevant Term Loans, and ~~L/C Borrowings and/or Cash Collateralize~~ second, the ~~L/C Obligations (other than~~ relevant Revolving Loans, together with a commensurate permanent reduction of the ~~L/C Borrowings)~~ relevant Revolving Credit Commitments, in an aggregate amount equal to 100% of the amount of all such ~~excess~~Net Cash Proceeds; provided, ~~however~~that this subsection (iii) shall not require any prepayment of Term Loans or Revolving Loans with the Net Cash Proceeds of a Prepayment Sale/Leaseback Transaction of a Principal Owned Property if the Borrower actually reinvests such Net Cash Proceeds, ~~that~~ within nine months of the receipt thereof, in one or more other Principal Owned Properties. Promptly after the end of such nine-month period, the Borrower shall notify the Administrative Agent whether the Borrower or a Restricted Subsidiary has so reinvested such Net Cash Proceeds in such assets, and, to the extent such Net Cash Proceeds have not ~~be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the Loans and L/C Borrowings~~been so reinvested, the ~~Total Outstandings exceed~~ Borrower shall promptly prepay the Aggregate Commitments then in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate relevant Term Loans ~~(other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth,~~ or Revolving Loans in the ~~case~~ amount of ~~prepayments under Section 2.4(b)(ii) only, to~~ such Net Cash ~~Collateralize~~ Proceeds received from the ~~remaining L~~applicable Prepayment Sale/~~C Obligations; and, in the case~~ Leaseback Transaction. The amount of ~~prepayments of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the~~ each such prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied to the relevant outstanding Term Loans and Revolving Loans (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in with a permanent reduction of the relevant Revolving Credit Commitments) in accordance with this Section 1.9 until paid in full. (iv) At the end of any Business Day from and after the Second Amendment Effective Date until the end of the Basket Suspension Period, if Holdings, the Borrower and their Restricted Subsidiaries hold Unrestricted cash and Cash Equivalents in excess of $100,000,000, then the Borrower shall promptly (and in any event within two (2) Business Days) apply such amounts in excess of $100,000,000 first, to prepay outstanding Swing Loans, and second, to prepay outstanding Revolving Loans.

Appears in 1 contract

Samples: Credit Agreement (Dave & Buster's Entertainment, Inc.)

Mandatory. (i) To If at any time the ~~extent that~~ Commitment Usage exceeds the ~~Net Cash Proceeds~~ aggregate amount of ~~any Asset Sale~~ the Commitments of the Lenders in effect at such time, or ~~Extraordinary Receipt~~ the Swing Principal Debt exceeds ~~$25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~the Swing Line Commitment, ~~the~~ then Borrower shall ~~deliver~~ immediately pay to Administrative Agent for the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event~~ respective accounts of ~~Default hereunder) and prepay an aggregate principal~~ the appropriate Lenders the amount of ~~Loans~~ such excess; provided that, on any such date that a mandatory prepayment is due under this SECTION 2.8(b)(i), if no Principal Debt is then outstanding, but the LC Exposure exceeds the aggregate Commitments of the Lenders then in effect, then Borrower shall provide to Administrative Agent (for itself and for the benefit of Lenders holding participations in the LC Subfacility) cash collateral in an amount at least equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below)excess. (ii) If ~~for~~ (A) as a result of any ~~reason the Total Outstandings at~~ asset disposition by Borrower or any ~~time exceed the Aggregate Commitments~~of its Subsidiaries, ~~the~~ Borrower ~~shall immediately~~ or any such Subsidiary is required to redeem or prepay ~~Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations~~ (or to offer to redeem or prepay) any Debt (other than the ~~L/C Borrowings~~Obligations) by a particular date (the "SUBJECT DATE") in an ~~aggregate~~ amount equal to all or a portion of the net cash proceeds received by such entity from such asset disposition (the "ASSET DISPOSITION PROCEEDS"), and (B) such obligations to redeem or prepay (or to offer to redeem or prepay) such other Debt may be avoided by prepayment of the Obligations in an amount equal to such ~~excess; provided~~Asset Disposition Proceeds on or prior to the Subject Date, ~~however~~then not less than 30 days prior to the Subject Date, ~~that the~~ Borrower shall ~~not~~ pay to Administrative Agent (for the ratable benefit of Lenders) a mandatory prepayment of the Obligations (and the Commitments shall be concurrently reduced) in an amount equal to such Asset Disposition Proceeds. If Borrower is required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the pay any outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause (i) or (ii) Loans by reason of this Section ~~2.4(b),~~ prior to the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization end of the ~~remaining L/C Obligations in full~~applicable Interest Period therefor, ~~may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ then Borrower shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result pay all amounts due under ~~any circumstance in a permanent reduction of the Commitments~~SECTION 4.5.

Appears in 1 contract

Samples: Credit Agreement (Allied Capital Corp)

Mandatory. (i) To If the ~~extent that~~ Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000 individually or on a cumulative basis in any fiscal year of the Borrower, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Loans in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash ~~Proceeds promptly after any earlier date on which~~ Proceeds; provided that in the case of each Disposition and Event of Loss, if the Borrower ~~has determined not~~ states in its notice of such event that the Borrower or a Subsidiary intends to ~~use such~~ reinvest, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds ~~for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments~~from an Event of Loss, the ~~Borrower shall immediately prepay Loans and L/C Borrowings and/or~~ Net Cash ~~Collateralize~~ Proceeds thereof in assets similar to the ~~L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal~~ assets which were subject to such ~~excess; provided~~Disposition or Event of Loss, ~~however~~then so long as no Default or Event of Default then exists, ~~that~~ the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash ~~Collateralize~~ Proceeds to the extent such Net Cash Proceeds are actually reinvested in such similar assets with such 180-day period. Promptly after the end of such 180-day period, the Borrower shall notify the Administrative Agent whether the Borrower or a Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Loans (or all outstanding Loans and L/C Obligations if an Event of Default exists) in the amount of such Net Cash Proceeds not so reinvested. If the Borrower has not prepaid the Loans with the Net Cash Proceeds received as described in clause (i) above and if the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If after the Closing Date the Borrower or any Subsidiary shall issue any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money permitted by Section 8.7 hereof, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or any other terms of the Loan Documents. (iii) If after the Closing Date the Borrower or any Subsidiary shall receive any “Employer Reversion” (as defined in Section 4980(c)(2) of the Code), the Borrower shall promptly notify the Administrative Agent of such amount. Promptly upon receipt by the Borrower or such Subsidiary of such amount, and after deduction for all income, excise and other federal, state and local taxes, penalties and interest due with respect to such Employer Reversion under the Code or any other applicable law, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of the net amount after such deductions. (iv) If after the Closing Date the Borrower or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), other than equity securities issued in connection with the exercise of employee stock options and capital stock issued to the seller of an Acquired Business in connection with an Acquisition permitted hereby, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Loans in an aggregate amount equal to 75% of the amount of such Net Cash Proceeds. (v) The Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 1.12 hereof, prepay the Revolving Loans, Swing Loans, and, if necessary, prefund the L/C Obligations ~~pursuant~~ in accordance with Section 9.4 by the amount, if any, necessary to ~~this Section 2.4(b) unless after~~ reduce the ~~prepayment in full~~ sum of the ~~Loans~~ aggregate principal amount of Revolving Loans, Swing Loans, and L/C ~~Borrowings,~~ Obligations then outstanding to the ~~Total Outstandings exceed~~ amount to which the ~~Aggregate~~ Revolving Credit Commitments ~~then in effect~~have been so reduced. (~~iii~~vi) ~~Prepayments~~ Unless the Borrower otherwise directs, prepayments of ~~the Facility made pursuant to~~ Loans under this Section ~~2.4(b~~1.8(b) shall be ~~applied, first, ratably~~ applied first to ~~the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding~~ Borrowings of Base Rate Loans ~~(other than~~ until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the ~~Swingline Loans), fourth, ratably~~ order in which their Interest Periods expire. Each prepayment of Loans under this Section 1.8(b) shall be made by the payment of the principal amount to be prepaid and accrued interest thereon to the ~~outstanding Eurodollar Rate Loans, and fifth, in the case~~ date of ~~prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations;~~ prepayment and, in the case of ~~prepayments of~~ any Eurodollar Loan or Swing Loan, together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 1.11 hereof. Each prefunding of ~~the remaining~~ L/C Obligations ~~in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral~~ shall be ~~applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility~~ made ~~pursuant to this~~ in accordance with Section ~~2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~9.4 hereof.

Appears in 1 contract

Samples: Credit Agreement (CTS Corp)

Mandatory. (i) To If the ~~extent that~~ Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of ~~any Asset Sale~~ such Disposition or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt~~ Event of ~~Extraordinary Receipts~~Loss, the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay~~ Obligations in an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds ~~promptly after any earlier date on which~~ are applied to replace or restore the ~~Borrower has determined not to use~~ relevant Property in accordance with the relevant Collateral Documents within six months following receipt of such Net Cash ~~Proceeds for~~ Proceeds, and (y) this subsection shall not require any such ~~purpose) (all~~ prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of the Borrower not exceeding $500,000 in the aggregate so long as no Default or Event of Default then exists. The amount of each such ~~prepayments to~~ prepayment shall be applied ~~as set forth~~ to the Revolving Loans until paid in ~~clause (iii) below)~~full and then, to the extent that an Event of Default then exists, applied to cash collateralize the Letters of Credit. The amount of each such prepayment shall be applied on a ratable basis among the outstanding Loans of the several Lenders based on the principal amounts thereof. (ii) If after the Closing Date the Borrower or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), other than equity securities issued to officers, directors or employees of the Borrower as compensation for ~~any reason~~ bona fide services provided or to be provided to the ~~Total Outstandings at any time exceed~~ Borrower by such persons and approved by the ~~Aggregate Commitments~~Borrower’s Board of Directors or the Compensation Committee of the Borrower’s Board of Directors, as the case may be or in connection with the exercise of employee stock options and capital stock of the Borrower issued to the seller of an Acquired Business in connection with a Permitted Acquisition, the Borrower shall ~~immediately~~ promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the outstanding Revolving Loans ~~and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings)~~ until paid in full, in an aggregate amount equal to 50% of the amount of such ~~excess; provided~~Net Cash Proceeds and then, ~~however~~to the extent that an Event of Default then exists, applied to cash collateralize the Letters of Credit. The amount of each such prepayment shall be applied on a ratable basis among the outstanding Loans of the several Lenders based on the principal amounts thereof. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.11 (Maintenance of Subsidiaries) or Section 9.1(i) (Change of Control) hereof or any other terms of the Loan Documents. (iii) If after the Closing Date the Borrower or any Subsidiary shall issue any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money permitted by Section 8.7(a)-(h) hereof, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the outstanding Revolving Loans until paid in full in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds and then, to the extent that an Event of Default then exists, applied to cash collateralize the Letters of Credit. The amount of each such prepayment shall be applied on a ratable basis among the outstanding Loans of the several Lenders based on the principal amounts thereof. The Borrower acknowledges that its performance hereunder shall not ~~be required~~ limit the rights and remedies of the Lenders for any breach of Section 8.7 hereof or any other terms of the Loan Documents. (iv) The Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to ~~Cash Collateralize~~ Section 1.12 hereof, prepay the Revolving Loans, Swing Loans and, if necessary, prefund the L/C Obligations ~~pursuant~~ by the amount, if any, necessary to ~~this Section 2.4(b) unless after~~ reduce the ~~prepayment in full~~ sum of the aggregate principal amount of Revolving Loans, Swing Loans and L/C ~~Borrowings,~~ Obligations then outstanding to the ~~Total Outstandings exceed~~ amount to which the ~~Aggregate~~ Revolving Credit Commitments ~~then in effect~~have been so reduced. (~~iii~~v) ~~Prepayments~~ The Borrower shall, promptly upon receipt of any proceeds from any repayment of the ~~Facility made pursuant~~ Philadelphia School Loan, prepay first the outstanding Revolving Loans until paid in full and then, to the extent that an Event of Default then exists, applied to cash collateralize the Letters of Credit, in an aggregate amount equal to 100% of the amount of such proceeds. The amount of each such prepayment shall be applied on a ratable basis among the outstanding Loans of the several Lenders based on the principal amounts thereof. (vi) Unless the Borrower otherwise directs, prepayments of Loans under this Section ~~2.4(b~~1.8(b) shall be ~~applied, first, ratably~~ applied first to ~~the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding~~ Borrowings of Base Rate Loans ~~(other than the Swingline Loans), fourth, ratably~~ until payment in full thereof with any balance applied to ~~the outstanding~~ Borrowings of Eurodollar ~~Rate Loans, and fifth,~~ Loans in the ~~case~~ order in which their Interest Periods expire. Each prepayment of ~~prepayments~~ Loans under this Section ~~2.4(b)(ii~~1.8(b) ~~only,~~ shall be made by the payment of the principal amount to ~~Cash Collateralize the remaining L/C Obligations;~~ be prepaid and, in the case of ~~prepayments~~ Eurodollar Loans or Swing Loans, accrued interest thereon to the date of prepayment together with any amounts due the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments Lenders under Section ~~2.4(b)(ii) only, the Cash Collateralization~~ 1.11 hereof. Each prefunding of ~~the remaining~~ L/C Obligations shall be made in ~~full~~accordance with Section 9.4 hereof. (vii) For the avoidance of doubt, ~~may be retained by the Borrower. Upon the drawing~~ any prepayment of Loans or any ~~Letter~~ cash collateralization of Letters of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to under this Section ~~2.4(b~~1.8(b) shall not ~~result under any circumstance in a permanent reduction of~~ reduce the Revolving Credit Commitments.

Appears in 1 contract

Samples: Credit Agreement (Nobel Learning Communities Inc)

Mandatory. (i) To If at any time the ~~extent that~~ aggregate principal amount of all outstanding Revolving Credit Advances exceeds the ~~Net Cash Proceeds of any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~Commitment, the Borrower shall ~~deliver~~ immediately pay to the ~~notice required under Section 6.3(e~~Agent, for the benefit of the Lenders, the amount of such excess. Such payment shall be applied to pay all amounts of principal outstanding on the Revolving Credit Advances in excess of the Commitment. (ii) ~~hereunder (it being agreed and understood that failure to deliver such notice~~ The Borrower shall ~~not constitute a Default or Event of Default hereunder) and~~ prepay an ~~aggregate~~ outstanding principal amount of ~~Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if~~ the ~~Borrower in good faith intends to use such Net Cash Proceeds to acquire~~Revolving Credit Advances, ~~improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before~~ and the ~~365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment~~ Commitment shall be ~~required~~ correspondingly immediately automatically and permanently reduced, in an amount equal to 100% of ~~such~~ the Net ~~Cash~~ Proceeds ~~promptly after~~ of any ~~earlier date on which~~ Asset Disposition (other than in connection with a disposal of Assets permitted under Section 8.11 hereof or, in the ~~Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below). (ii) If for any reason~~ case of a disposition of the ~~Total Outstandings at any time exceed the Aggregate Commitments~~Shareholder Notes, the Borrower shall ~~immediately~~ prepay ~~Loans and L/C Borrowings and/or Cash Collateralize~~ the ~~L/C Obligations (other than the L/C Borrowings)~~ outstanding amount of Revolving Credit Advances in an ~~aggregate~~ amount equal to 100% of the Net Proceeds received upon such ~~excess; provided~~disposition, ~~however, that~~ but the ~~Borrower~~ Revolving Commitment shall not be permanently reduced). The Borrower shall make the required ~~to Cash Collateralize~~ mandatory prepayment hereunder on the ~~L/C Obligations pursuant to this Section 2.4(b) unless~~ date not later than three calendar days after the ~~prepayment in full~~ receipt by the Borrower or such Subsidiary of the ~~Loans and L/C Borrowings~~Net Proceeds of such Asset Disposition (or, in the ~~Total Outstandings exceed~~ case any Net Proceeds are not in the ~~Aggregate Commitments then~~ form of cash, or the date three calendar days after the conversion of Net Proceeds into cash). In this connection, neither the Borrower nor any Subsidiary shall engage in ~~effect~~an Asset Disposition without the consent of each Lender and, in any event, any such Asset Disposition shall be for a consideration of at least 80% of which shall be cash. (iii) ~~Prepayments~~ The Borrower shall prepay any outstanding principal amount of the ~~Facility made pursuant to this Section 2.4(b)~~ Revolving Credit Advances, and the Commitment shall be ~~applied~~correspondingly immediately, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, automatically and ~~fifth~~permanently reduced, in ~~the case of prepayments under Section 2.4(b)(ii) only,~~ an amount equal to ~~Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments~~ 100% of the Facility required pursuant to clause (i) or (ii) of this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing Net Proceeds of any ~~Letter~~ issuance of ~~Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by~~ capital stock or ~~notice to or from~~ other equity interests of the Borrower or any Subsidiary other ~~Loan Party~~than (a) ~~to reimburse the L/C Issuer~~ an issuance of capital stock or ~~the Lenders, as applicable. Prepayments~~ other equity interests of the ~~Facility~~ Borrower to the Borrower or a Subsidiary (b) an issuance of capital stock or other equity interests of the Borrower made in connection with an acquisition that is permitted under Section 8.04 or approved in writing by each Lender or (c) issuance by the Borrower of Options exercisable for Common Stock pursuant to ~~this Section 2.4(b)~~ that certain Netzee, Inc. 1999 Stock Option and Incentive Plan. The Borrower shall make the required mandatory prepayment hereunder on the date not ~~result under any circumstance in a permanent reduction~~ later than three calendar days after the receipt by the Borrower or such Subsidiary of the ~~Commitments~~Net Proceeds of such issuance of capital stock.

Appears in 1 contract

Samples: Credit Agreement (Netzee Inc)

Mandatory. ~~(i) To~~ The Commitment Amount shall, on the ~~extent that~~ second Business Day following the ~~Net Cash Proceeds~~ receipt by the Parent or any of its Subsidiaries of any ~~Asset Sale~~ Net Disposition Proceeds, Net Equity Proceeds, Net Issuance Proceeds or ~~Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~Casualty Proceeds, as the Borrower shall deliver the notice required under Section 6.3(e) hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay case may be, be reduced by an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net ~~Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use~~ Disposition Proceeds, 50% of such Net ~~Cash~~ Equity Proceeds, 100% of such Net Issuance Proceeds ~~for any~~ or 100% of such ~~purpose) (all such prepayments to be applied~~ Casualty Proceeds, as ~~set forth in clause (iii) below). (ii) If for any reason~~ the Total Outstandings at any time exceed the Aggregate Commitments, the Borrower shall immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excesscase may be; provided, however, that, so long as a Default has not occurred and is not then continuing, the Commitment Amount shall not be reduced by (a) the amount of Net Disposition Proceeds received by the Parent or such Subsidiary in any Fiscal Year (commencing with the 1998 Fiscal Year) that does not exceed $5,000,000 to the ~~Borrower~~ extent such proceeds are applied to the acquisition or construction of property or assets to be used in the business of the Borrowers and their Subsidiaries within 180 days following the receipt thereof; provided further, however, that Net Disposition Proceeds exceeding $2,500,000 from a single transaction shall not be required to ~~Cash Collateralize~~ be applied to the ~~L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full~~ reduction of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b) shall be applied, first, ratably to the L/C Borrowings, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Facility required pursuant to clause Commitment Amount if (i) the Parent notifies the Administrative Agent in writing no later than the thirtieth day following the receipt of such Net Disposition Proceeds of the Parent's or such Subsidiary's good faith intention to apply such Net Disposition Proceeds to such replacement, acquisition or construction (and describes in reasonable written detail such proposed application no later than the sixtieth day following the receipt of such Net Disposition Proceeds) within 360 days following the receipt of such Net Disposition Proceeds and (ii) the Parent or such Subsidiary in fact uses such Net Disposition Proceeds as specified in such notice to the Administrative Agent within 360 days following the receipt of ~~this Section 2.4(b),~~ such Net Disposition Proceeds; and (b) the amount ~~remaining, if any, after~~ of any Casualty Proceeds received by the ~~prepayment~~ Parent or such Subsidiary that are applied to the rebuilding or replacement of the property or assets which were the source of such Casualty Proceeds within 180 days following the occurrence of such Casualty Event or such longer period as may otherwise be provided in ~~full of all L/C Borrowings and Loans outstanding at~~ any Mortgage with respect to such ~~time and,~~ property or assets. Each such reduction in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral Commitment Amount shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent ~~reduction of the Commitments~~and automatic.

Appears in 1 contract

Samples: Credit Agreement (Dollar Thrifty Automotive Group Inc)

Mandatory. (i) ~~To the extent that the Net Cash Proceeds of any Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts,~~ If the Borrower receives any Net Proceeds from Asset Sales or any Recovery Event, such amounts shall ~~deliver~~ be used to prepay the ~~notice required under Section 6.3(e~~Loan within five (5) ~~hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event~~ Business Days of ~~Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after~~ the receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent ~~that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided,~~ required by Section 7.08; provided that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (iii) below). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments, the Borrower shall immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount ~~equal to such excess; provided, however, that~~ of Net Proceeds from Asset Sales not in excess of $5.0 million from all Asset Sales may be retained by the Borrower and shall not be required to ~~Cash Collateralize~~ be applied to the ~~L/C Obligations~~ repayment of the Loan; provided, further, that any Net Proceeds received from (x) a Weekly Reader Sale shall not be required to be used to prepay the Loan (subject to Section 7.08(a)(iv)) and may be reinvested by the Borrower or any Guarantor in Reinvestment Assets within 180 days of the date of such Weekly Reader Sale so long as any such Net Proceeds that are not so reinvested within such time period shall be used to prepay the Loan on or before the 181st day after such Weekly Reader Sale or (y) any Recovery Event shall not be required to be used to prepay the Loan and may be reinvested by the Borrower or any Guarantor in Reinvestment Assets within 90 days of the date of such Recovery Event so long as any such Net Proceeds that are not so reinvested within such time period shall be used to prepay the Loan (subject to Section 7.08(a)(iv)) on or before the 91st day after such Recovery Event. Any such payment shall be accompanied by payment of the applicable Yield Maintenance Amount required pursuant to ~~this~~ Section ~~2.4(b~~2.08. (ii) ~~unless after~~ The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment ~~in full~~ of ~~the~~ Loans ~~and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Prepayments of the Facility~~ required to be made pursuant to this Section ~~2.4(b~~2.04(b) ~~shall be applied, first, ratably~~ at least three (3) Business Days prior to the ~~L/C Borrowings, second, ratably to~~ date of such prepayment. Each such notice shall specify the ~~outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans,~~ date of such prepayment and ~~fifth, in the case of prepayments under Section 2.4(b)(ii) only, to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments~~ provide a reasonably detailed calculation of the ~~Facility required pursuant to clause (i) or (ii)~~ amount of ~~this Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at~~ such ~~time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization~~ prepayment. The Administrative Agent will promptly notify each Lender of the ~~remaining L/C Obligations in full, may be retained by~~ contents of the Borrower~~. Upon the drawing~~ ’s prepayment notice and of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments such Lender’s Pro Rata Share of the ~~Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments~~prepayment.

Appears in 1 contract

Samples: Unsecured Term Loan Credit and Guarantee Agreement (RDA Holding Co.)

Mandatory. So long as (i) To the ~~extent~~ commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds of arising from any ~~Asset Sale or Extraordinary Receipt exceeds $25,000,000 per Asset Sale or receipt of Extraordinary Receipts~~Debt Issuance, then the Borrower shall ~~deliver~~ prepay the ~~notice required under Section 6.3(e)~~ Loans hereunder (it being agreed and understood that failure to deliver such notice shall not constitute a Default or Event of Default hereunder) and prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after receipt thereof (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets or for capital assets to be used in any line of business not prohibited by Section 7.7, then on or before the 365th day after such Asset Sale to the extent that, within such 365 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose, provided, that prepayment shall be required in an amount equal to 100% of such Net Cash Proceeds ~~promptly after any earlier date on which~~ not later than five (5) Business Days following the receipt by the Borrower ~~has determined~~ or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not ~~to use~~ later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds ~~for any~~ and such ~~purpose~~notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) ~~(all such prepayments to~~ shall be applied as set forth in clause (iii) below). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments, the Borrower shall immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to ~~such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after~~ the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and ~~L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (iii) Prepayments of the Facility made pursuant to this Section 2.4(b)~~ shall be ~~applied, first, ratably~~ accompanied by accrued interest and fees on the amount prepaid to the ~~L/C Borrowings~~date fixed for prepayment, second, ratably to the outstanding Swingline Borrowings, third, ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, ratably to the outstanding Eurodollar Rate Loans, and fifthplus, in the case of ~~prepayments under Section 2.4(b)(ii) only, to Cash Collateralize~~ any EurodollarTerm Benchmark Loans that are prepaid on any day other than the ~~remaining L/C Obligations; and, in the case of prepayments~~ last day of the ~~Facility required~~ Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to ~~clause (i) or (ii) of this~~ Section 2.4(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and, in the case of prepayments under Section 2.4(b)(ii) only, the Cash Collateralization of the remaining L/C Obligations in full, may be retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. Prepayments of the Facility made pursuant to this Section 2.4(b) shall not result under any circumstance in a permanent reduction of the Commitments2.17.

Appears in 1 contract

Samples: Credit Agreement (PACIFIC GAS & ELECTRIC Co)

Common use of Mandatory Clause in Contracts