Optional and Mandatory Prepayments of Loans. (a) The Borrower shall ------------------------------------------- have the right at any time and from time to time to prepay any Loan, in whole or in part, without premium or penalty (but in any event subject to Section 2.13), upon prior written, telecopy or telephonic notice to the Agent given no later than 2:00 p.m., Philadelphia time, one Business Day before any proposed prepayment. (b) If a certificate delivered pursuant to subsection 5.2(b) shows that during the period since the date of acquisition of all Acquired Eligible Portfolios which have been owned by the Borrower for at least six months and not transferred by the Borrower in connection with a Securitized Offering, the Net Proceeds received by the Borrower on account of the Receivables in all such Acquired Eligible Portfolios is less than seventy percent (70%) of the XXX Recovery Estimate for all such Acquired Eligible Portfolios for such period, then Borrower shall prepay to the Agent for the account of the Lenders, an amount equal to the product of (x) one percent (1%) times (y) the aggregate amount of the Loans made by the Lenders and applied toward the Portfolio Purchase Price of all such Acquired Eligible Portfolios, times (z) the difference (rounded to the nearest whole number) between (i) seventy and (ii) the percentage of Net Proceeds actually collected on all such Acquired Eligible Portfolios during such period. Such amount shall be applied as a prepayment of such Loans and shall be made ratably among the Lenders in accordance with their respective Commitment Percentages and shall be applied to installments due on such Loans in inverse order of maturity. (c) Upon the sale or transfer by the Borrower of all or any part of the Receivables in an Acquired Eligible Portfolio in connection with a Securitized Offering, whether pursuant to a Receivables Purchase Agreement or otherwise, the Borrower shall immediately repay to the Agent for the account of the Lenders the outstanding principal amount of, and accrued interest on, the Loan related to such Acquired Eligible Portfolio. (d) Each notice of prepayment shall specify the prepayment date and the principal amount of each Loan to be prepaid. All prepayments under this Section on other than Base Rate Borrowings shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment. (e) No payment on account of principal or interest shall be due in connection with, or as a condition to, the sale or transfer by Borrower in the ordinary course of its business of any Receivables which are not part of an Acquired Eligible Portfolio, or any other Collateral sold or disposed of by Borrower in the ordinary course of business for fair consideration in accordance with the provisions of the Loan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Creditrust Corp), Credit Agreement (Creditrust Corp)
Optional and Mandatory Prepayments of Loans. (a) The Borrower shall ------------------------------------------- have the right may at any time and from time to time prepay the Loans (subject to prepay any Loancompliance with the terms of Section 2.17), in whole or in part, without premium or penalty (but in any event subject to Section 2.13), upon irrevocable prior written, telecopy or telephonic written notice to the Administrative Agent given no substantially in the form of Exhibit H (a “Notice of Prepayment”) not later than 2:00 p.m.12:00 noon two Business Days prior to the date of such prepayment, Philadelphia timespecifying (i) the date and amount of prepayment, one and (ii) the Class of Loans to be prepaid and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof (including, in the case of Eurodollar Loans, the Borrowing to which such prepayment is to be applied and, if of a combination thereof, the amount allocable to each). A Notice of Prepayment received after 12:00 noon shall be deemed received on the next Business Day before Day. Upon receipt of any proposed prepaymentNotice of Prepayment the Administrative Agent shall promptly notify each relevant Lender thereof. If any Notice of Prepayment is given, the amount specified in such Notice of Prepayment shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans (other than Swingline Loans) shall be in a minimum principal amount of $3.0 million or a whole multiple of $1.0 million in excess thereof (or, if less, the remaining outstanding principal amount thereof). Partial prepayments of Swingline Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the remaining outstanding principal amount thereof). Each prepayment of the Initial Term Loans under this Section 2.05(a) shall be applied first, to the Initial Term-1 Loans, second, to the Initial Term-2 Loans, and in each case shall be applied as directed by the Borrower to the remaining scheduled installments of the Initial Term-1 Loans or Initial Term-2 Loans, as the case may be.
(b) If a certificate delivered In the event and on such occasion that the Aggregate Revolving Exposure exceeds the Total Revolving Commitment, the Borrower shall be obligated to immediately prepay Revolving Borrowings or Swingline Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in the account established with the Administrative Agent pursuant to subsection 5.2(bSection 2.06(i)) shows that during to the period since extent of such excess.
(i) If Holdings or any Subsidiary shall incur or permit the date incurrence of acquisition any Indebtedness (including pursuant to debt securities which are convertible into, or exchangeable or exercisable for, any Equity Interest or Equity Rights) (other than Excluded Debt Issuances) (each, a “Debt Incurrence”), 100% of all Acquired Eligible Portfolios which have been owned by the Borrower for at least six months and not transferred by the Borrower in connection with a Securitized Offering, the Net Proceeds received by thereof shall be applied immediately after receipt thereof toward the Borrower on account prepayment of the Receivables Loans in all such Acquired Eligible Portfolios is less than seventy percent accordance with Section 2.05(d) below.
(70%ii) If Holdings or any of the XXX Recovery Estimate for all such Acquired Eligible Portfolios for such period, then Borrower its Subsidiaries shall prepay to the Agent for the account of the Lendersreceive Net Proceeds from any Asset Sale, an amount equal to 100% of such Net Proceeds shall be applied immediately after receipt thereof toward the product prepayment of Loans in accordance with Section 2.05(d) below; provided that (x) one percent the Net Proceeds from Asset Sales permitted by Section 6.05 shall not be required to be applied as provided herein on such date if and to the extent that (1%) times no Default exists on the date of such Asset Sale or would arise as a result of such Asset Sale and (2) the Borrower delivers an officers’ certificate to the Administrative Agent on or prior to the date of such Asset Sale stating that such Net Proceeds shall be reinvested in capital assets of the Borrower or any of its Subsidiaries in each case within 270 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended), (y) the aggregate amount of the Loans made by the Lenders and applied toward the Portfolio Purchase Price of all such Acquired Eligible PortfoliosNet Proceeds shall be held in the Collateral Account and released therefrom only in accordance with the terms of this Agreement and the other applicable Loan Documents, times and (z) the difference (rounded if all or any portion of such Net Proceeds not so applied as provided herein is not allocated to reinvestment in respect of a project that shall have been commenced, and for which binding contractual commitments have been entered into, prior to the nearest whole number) between (i) seventy and (ii) the percentage end of Net Proceeds actually collected on all such Acquired Eligible Portfolios during 270-day period, such period. Such amount remaining portion shall be applied as a prepayment on the last day of such Loans period (or if any Net Proceeds allocated to such an investment on such 270th day shall cease to be so allocated or any such contractual commitment shall cease to be in effect and contractually committed, such remaining portion shall be made ratably among applied on the Lenders date it ceases to be so allocated and contractually committed) to prepay the Loans pursuant to Section 2.05(d); provided, further, if the Property subject to such Asset Sale constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in accordance with their respective Commitment Percentages and Section 5.11.
(iii) If Holdings or any of its Subsidiaries shall receive proceeds from insurance or condemnation recoveries in respect of any Destruction or any proceeds or awards in respect of any Taking, an amount equal to 100% of the Net Proceeds thereof shall be applied immediately after receipt thereof toward the prepayment of Loans in accordance with Section 2.05(d) below; provided that, if such Net Proceeds are from a Taking or Destruction of Property of ICTC, such prepayments may be deferred until such time as ICTC would be permitted at such time to installments due make a distribution of such amount; provided, further, that (x) so long as no Default then exists or would arise therefrom, such Net Proceeds shall not be required to be so applied to the extent that the Borrower delivers an officers’ certificate to the Administrative Agent promptly following the receipt of such Net Proceeds stating that such proceeds shall be used to (1) repair, replace or restore any Property in respect of which such Net Proceeds were paid or (2) fund the substitution of other Property used or usable in the business of the Borrower or its Subsidiaries, in each case within 270 days following the date of the receipt of such Net Proceeds, and (y) all such Net Proceeds shall be held in the Collateral Account and released therefrom only in accordance with the terms of this Agreement and the other applicable Loan Documents, and (z) if all or any portion of such Net Proceeds has not been allocated to reinvestment in respect of a project that shall have been commenced, and for which binding contractual commitments have been entered into, prior to the end of such 270-day period, such remaining portion shall be applied on the last day of such period (or if any Net Proceeds allocated and contractually committed to such an investment on such 270th day shall cease to be so allocated and contractually committed, such remaining portion shall be applied on the date it ceases to be so allocated and contractually committed) to prepay Loans pursuant to Section 2.05(d); provided, further, if the Property subject to such Destruction or Taking constituted Collateral under the Security Documents, then any replacement or substitution Property purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in inverse order of maturityaccordance with Section 5.11.
(iv) Within 10 days of the delivery of financial statements and the related Compliance Certificate referred to in Sections 5.01(a), (b) and (c) Upon the sale or transfer by the Borrower of all or any part of the Receivables in an Acquired Eligible Portfolio in connection with that evidence a Securitized Offering, whether pursuant to a Receivables Purchase Agreement or otherwisepositive Excess Subject Payment Amount, the Borrower shall immediately repay apply an amount equal to the Agent for the account 50% of such Excess Subject Payment Amount towards prepayment of Loans pursuant to Section 2.05(d); provided that no such prepayment shall be required if as of the Lenders date of delivery of the outstanding principal amount of, and accrued interest onmost recent financial statements pursuant to Section 5.01(a) or (b) the Total Net Leverage Ratio was less than 3.0:1.0.
(v) Within 60 days after the end of each Fiscal Quarter of Holdings ending during any Dividend Suspension Period, the Loan related Borrower shall prepay Loans pursuant to Section 2.05(d) in an aggregate amount equal to 50% of any increase in Available Cash during such Acquired Eligible PortfolioFiscal Quarter. The Borrower shall give the Administrative Agent at least five (5) Business Days’ notice of any prepayment pursuant to this Section 2.05(c).
(d) Any prepayment of Loans pursuant to this Section 2.05 shall be applied as follows:
(i) In the case of any prepayment under clause (i) of subsection (c) above first, to reduce the remaining scheduled principal installments of the Initial Term-1 Loans as directed by the Borrower, second, to reduce the remaining scheduled principal installments of the other Term Loans as directed by the Borrower (pro rata on the basis of the original aggregate funded amount thereof among the Initial Term-2 Loans and, if applicable, any Incremental Term Loans) and third, to the extent of any excess, to reduce the Revolving Commitments pursuant to Section 2.11(c).
(ii) In the case of any prepayments under subsection (c) above (other than prepayments of the type specified in clause (i) above) first, to reduce the remaining scheduled principal installments of the Term Loans as directed by the Borrower (pro rata on the basis of the original aggregate funded amount thereof among the Initial Term Loans and, if applicable, any Incremental Term Loans) and second, to the extent of any excess, to reduce the Revolving Commitments pursuant to Section 2.11(c).
(iii) Each notice of such prepayment shall specify be applied first, to any ABR Loans then outstanding within the prepayment date applicable Class and the principal amount of each Loan to be prepaid. All prepayments under this Section on other than Base Rate Borrowings shall be accompanied by accrued interest on the principal amount being prepaid second, to the date extent of prepaymentany excess, to the Eurodollar Loans then outstanding within the applicable Class.
(e) No payment If on account any day on which Loans would otherwise be required to be prepaid pursuant to this Section 2.05, but for the operation of this Section 2.05(e) (each, a “Prepayment Date”), the amount of such required prepayment exceeds the then outstanding aggregate principal amount of ABR Loans required to be prepaid, and no Default exists or interest is continuing, then on such Prepayment Date, (i) the Borrower shall deposit funds into the Collateral Account in an amount equal to such excess, and only the outstanding ABR Loans required to be prepaid shall be due required to be prepaid on such Prepayment Date, and (ii) on the last day of each Interest Period after such Prepayment Date in connection with, or as effect with respect to a condition toEurodollar Loan which is of the Type required to be prepaid, the sale or transfer Administrative Agent is irrevocably authorized and directed by the Borrower to apply funds from the Collateral Account (and liquidate investments held in the ordinary course of its business of any Receivables Collateral Account as necessary) to prepay such Eurodollar Loans for which the Interest Period is then ending to the extent funds are not part of an Acquired Eligible Portfolio, or any other Collateral sold or disposed of by Borrower available in the ordinary course of business Collateral Account.
(f) Notwithstanding the forgoing, if any Indebtedness is issued pursuant to Section 6.01(a)(ii) and is secured on a pari passu basis with the Obligations, then the Borrower may, to the extent required pursuant to the governing documents for fair consideration such Indebtedness, prepay Term Loans and reduce Revolving Commitments and purchase such Indebtedness (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the provisions respective principal amounts thereof.
(g) If, on or prior to the first (1st) anniversary of the Loan DocumentsRestatement Date, (i) the Borrower enters into any amendment to this Agreement the effect of which is to reduce the interest rate applicable to, all or a portion of the Initial Term-2 Loans or (ii) incurs any Indebtedness (A) the proceeds of which are used to prepay the Initial Term-2 Loans, in whole or in part, and (B) which has a lower interest rate than the interest rate applicable to all or a portion of the Initial Term-2 Loans so prepaid, then, in each case, the Borrower shall pay to the Administrative Agent, for the ratable account of the applicable Initial Term-2 Lenders, a premium in an amount equal to 1.00% of the principal amount of the Initial Term-2 Loans so prepaid or refinancing made on or prior to the first (1st) anniversary of the Restatement Date. For the purpose hereof, any amendment described in clause (i) of the preceding sentence shall be deemed a refinancing of the Initial Term-2 Loans whose interest rate is reduced.
Appears in 1 contract
Samples: Amendment Agreement (Consolidated Communications Holdings, Inc.)
Optional and Mandatory Prepayments of Loans. (a) The Borrower shall ------------------------------------------- have the right may at any time and from time to time to prepay any Loanthe Loans (without premium or penalty), in whole or in part, without premium or penalty (but in any event subject to Section 2.13), upon prior written, telecopy or telephonic irrevocable notice to the Administrative Agent given no not later than 2:00 p.m., Philadelphia New York City time, one three Business Day Days before any proposed prepayment.
(b) If a certificate delivered pursuant to subsection 5.2(b) shows that during the period since the date of acquisition of all Acquired Eligible Portfolios which have been owned by the Borrower for at least six months and not transferred by the Borrower in connection with a Securitized Offering, the Net Proceeds received by the Borrower on account of the Receivables in all such Acquired Eligible Portfolios is less than seventy percent (70%) of the XXX Recovery Estimate for all such Acquired Eligible Portfolios for such period, then Borrower shall prepay to the Agent for the account of the Lenders, an amount equal to the product of (x) one percent (1%) times (y) the aggregate amount of the Loans made by the Lenders and applied toward the Portfolio Purchase Price of all such Acquired Eligible Portfolios, times (z) the difference (rounded to the nearest whole number) between (i) seventy and (ii) the percentage of Net Proceeds actually collected on all such Acquired Eligible Portfolios during such period. Such amount shall be applied as a prepayment of such Loans and shall be made ratably among the Lenders in accordance with their respective Commitment Percentages and shall be applied to installments due on such Loans in inverse order of maturity.
(c) Upon the sale or transfer by the Borrower of all or any part of the Receivables in an Acquired Eligible Portfolio in connection with a Securitized Offering, whether pursuant to a Receivables Purchase Agreement or otherwise, the Borrower shall immediately repay to the Agent for the account of the Lenders the outstanding principal amount of, and accrued interest on, the Loan related to such Acquired Eligible Portfolio.
(d) Each notice of prepayment shall specify the prepayment date and the principal amount of each Loan to be prepaid. All prepayments under this Section on other than Base Rate Borrowings shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment, specifying the date and amount of prepayment. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1.0 million or a whole multiple of $500,000 in excess thereof (or, if less, the remaining outstanding principal amount thereof).
(ei) No payment on account If the Borrower or any of principal its Restricted Subsidiaries consummates an Equity Issuance or interest issues or incurs any Indebtedness under Section 6.01(iii) or any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 6.01 (each, a “Debt Incurrence”), in each case 100% of the Net Proceeds thereof shall be due applied within three Business Days after receipt thereof toward the prepayment of the Loans.
(ii) If the Borrower or any of its Restricted Subsidiaries shall receive Net Proceeds from any Asset Sale Prepayment Event, 100% of such Net Proceeds shall be applied within five Business Days after receipt thereof toward the prepayment of the Loans; provided that the Net Proceeds from Asset Sale Prepayment Events permitted by Section 6.05 (other than Specified Asset Sales to the extent necessary to satisfy the condition set forth in clause (ii) of the definition of Specified Asset Sales) shall not be required to be applied toward the prepayment of the Loans as provided herein on such date if and to the extent that such Net Proceeds are applied to the permanent prepayment of Term Loans pursuant to the terms of the Term Loan Credit Agreement (as in effect on the Effective Date) on or prior to such date or (1) no Event of Default or Default under Section 7.01(a) or under Section 7.01(i) then exists or would immediately arise therefrom and (2) the Borrower delivers an officers’ certificate to the Administrative Agent on or prior to or within five Business Days after the date of such Asset Sale Prepayment Event stating that such Net Proceeds shall be reinvested or committed to be reinvested in assets used or useful in the business of the Borrower or any Restricted Subsidiary in each case within 365 days following the date of such Asset Sale Prepayment Event (which certificate shall set forth the estimates of the proceeds to be so expended), and if all or any portion of such Net Proceeds not so applied as provided herein is not so used within such 365-day period (or if, prior to such 365th day, the Borrower or any such Subsidiary shall have entered into a binding agreement to so use any such Net Proceeds, within 180 days following the end of such 365-day period), such remaining portion shall be applied toward the prepayment of the Loans on the first Business Day to occur following such period as specified in this Section 2.04(b)(ii).
(iii) If the Borrower or any of its Restricted Subsidiaries shall receive Net Proceeds from insurance or condemnation recoveries in respect of any Destruction or any Net Proceeds in respect of any Taking, 100% of the Net Proceeds thereof shall be applied within three Business Days after receipt thereof toward the prepayment of the Loans; provided, that such Net Proceeds shall not be required to be so applied on such date if and to the extent that such Net Proceeds are applied to the permanent prepayment of Term Loans pursuant to the terms of the Term Loan Credit Agreement (as in effect on the Effective Date) on or prior to such date or (x) so long as no Event of Default or Default under Section 7.01(a) or under Section 7.01(i) then exists or would arise therefrom, to the extent that the Borrower has delivered an officers’ certificate to the Administrative Agent promptly following the receipt of such Net Proceeds stating that such proceeds shall be used to (1) repair, replace or restore any Property in respect of which such Net Proceeds were paid or (2) fund the substitution of other Property used or usable in the business of the Borrower or the Restricted Subsidiaries, in each case within 365 days following the date of the receipt of such Net Proceeds and (y) if all or any portion of such Net Proceeds not so applied as provided herein is not so used within 365 days (or if, prior to such 365th day, the Borrower or any such Subsidiary shall have entered into a binding agreement to so use any such Net Proceeds, within 180 days following the end of such 365-day period) after the date of the receipt of such Net Proceeds, such remaining portion shall be applied on the first Business Day to occur following such period as specified in this Section 2.04(b)(iii); provided, further, notwithstanding the foregoing, no notice or officers’ certificate shall be required to be delivered in connection with, or as a condition to, with any such reinvestment hereunder if the sale or transfer by Borrower in the ordinary course of its business of any Receivables which are not part of an Acquired Eligible Portfolio, or any other Collateral sold or disposed of by Borrower in the ordinary course of business for fair consideration in accordance with the provisions proceeds of the Loan DocumentsDestruction, Taking or other such events described in this clause, do not exceed $7.5 million.
Appears in 1 contract
Samples: Credit Agreement (Solutia Inc)
Optional and Mandatory Prepayments of Loans. (a) The Borrower shall ------------------------------------------- have the right at any time and from time to time to prepay any Loan, Borrowing in whole or in part, without premium or penalty (but in any event subject to Section 2.13), upon prior written, telecopy or telephonic notice to the Agent given no later than 2:00 p.m., Philadelphia time, one Business Day before any proposed prepaymentin accordance with paragraph (b) of this Section.
(b) If a certificate delivered The Borrower shall notify the Administrative Agent by telephone (confirmed by hand delivery, fax or emailed pdf) of any prepayment pursuant to subsection 5.2(bSection 2.12(a) shows that during not later than 11:00 a.m., New York City time, on (i) in the period since case of prepayment of an ABR Borrowing, the date of acquisition of all Acquired Eligible Portfolios which have been owned by the Borrower for at least six months and not transferred by the Borrower in connection with a Securitized Offering, the Net Proceeds received by the Borrower on account of the Receivables in all such Acquired Eligible Portfolios is less than seventy percent (70%) of the XXX Recovery Estimate for all such Acquired Eligible Portfolios for such period, then Borrower shall prepay to the Agent for the account of the Lenders, an amount equal to the product of (x) one percent (1%) times (y) the aggregate amount of the Loans made by the Lenders and applied toward the Portfolio Purchase Price of all such Acquired Eligible Portfolios, times (z) the difference (rounded to the nearest whole number) between (i) seventy prepayment and (ii) in the percentage case of Net Proceeds actually collected on all a Eurodollar Borrowing, the date that is one Business Day prior to the date of prepayment. Each such Acquired Eligible Portfolios during such period. Such amount notice shall be applied as a prepayment of such Loans irrevocable and shall be made ratably among the Lenders in accordance with their respective Commitment Percentages and shall be applied to installments due on such Loans in inverse order of maturity.
(c) Upon the sale or transfer by the Borrower of all or any part of the Receivables in an Acquired Eligible Portfolio in connection with a Securitized Offering, whether pursuant to a Receivables Purchase Agreement or otherwise, the Borrower shall immediately repay to the Agent for the account of the Lenders the outstanding principal amount of, and accrued interest on, the Loan related to such Acquired Eligible Portfolio.
(d) Each notice of prepayment shall specify the prepayment date and the principal amount of each Loan Borrowing or portion thereof to be prepaid; provided that, any such notice of prepayment may be conditioned upon the effectiveness of other credit facilities or another event. All prepayments under this Section on other Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that is an integral multiple of $1,000,000 and not less than Base Rate Borrowings $5,000,000. Each such prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Each such prepayment shall be accompanied by accrued interest on the principal amount being prepaid to the date extent required by Section 2.14.
(c) If for any reasons the total Credit Exposures at any time exceed the Aggregate Commitments then in effect (including upon giving effect to any termination or reduction in the Aggregate Elected Commitments or the Aggregate Maximum Credit Amounts pursuant to Section 2.09), the Borrower shall prepay Loans (and, to the extent necessary after all Loans have been prepaid in full, Cash Collateralize Letters of prepaymentCredit) immediately (except to the extent otherwise permitted under Section 2.12(f)) in an aggregate amount equal to such excess. Each such prepayment shall be applied ratably to the Loans. Each such prepayment shall be accompanied by accrued interest to the extent required by Section 2.14.
(d) If at any time during any Collateral Trigger Period, the General Credit Exposure exceeds the CNTA Cap, then the Borrower shall prepay General Loans (and, to the extent necessary after all General Loans have been prepaid in full, Cash Collateralize Letters of Credit) immediately in the aggregate amount equal to such excess. Each such prepayment shall be applied ratably to the General Loans. Each such prepayment shall be accompanied by accrued interest to the extent required by Section 2.14.
(e) No payment If at any time on account or after the Initial Designation Effective Date during any Collateral Trigger Period (including upon any adjustment to the amount of principal or interest shall be due in connection with, or as a condition to, the sale or transfer by Borrower in the ordinary course of its business of any Receivables which are not part of an Acquired Eligible Portfolio, or any other Collateral sold or disposed of by Borrower in the ordinary course of business for fair consideration Development Borrowing Base in accordance with Section 2.04(d)), the provisions aggregate amount of Development Credit Exposure outstanding at such time exceeds the Development Borrowing Base in effect at such time, then the Borrower shall prepay Development Loans immediately in an aggregate amount equal to such excess. Each such prepayment shall be applied ratably to the Development Loans. Each such prepayment shall be accompanied by accrued interest to the extent required by Section 2.14.
(f) Upon any redetermination of the Borrowing Base pursuant to Section 2.10 (other than clauses (f) or (g) of Section 2.10) or any adjustment to the amount of the Borrowing Base in accordance with Section 5.11(c), if the total Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall take one or more of the following actions to cure the Borrowing Base Deficiency: (i) deliver to the Administrative Agent within thirty days after receipt of such New Borrowing Base Notice, petroleum engineering information and First Priority Mortgages covering additional Oil and Gas Properties of the Loan DocumentsParties not previously included in the immediately preceding Reserve Report with a value and quality reasonably satisfactory to the Supermajority Lenders in their sole discretion sufficient to eliminate such Borrowing Base Deficiency or (ii) prepay the Loans in an aggregate principal amount equal to such excess, and if any excess remains after prepaying all of Loans in full, Cash Collateralize Letters of Credit in an amount equal to such excess in accordance with Section 2.06(k). The Borrower may make such prepayment either, at its election, (A) in one lump sum payment on or before the date that is 30 days following the receipt by the Borrower of the New Borrowing Base Notice in accordance with Section 2.10(e) or (B) in six equal payments, the first of which being due on the date that is 30 days following the date of receipt by the Borrower of the New Borrowing Base Notice in accordance with Section 2.10(e) and each subsequent payment being due and payable on the same day in each of the subsequent calendar months; provided that all payments required to be made pursuant to this Section 2.12(f) must be made on or prior to the Maturity Date. The Borrower shall notify the Administrative Agent in writing of the Borrower’s election in respect of clause (i) or (ii) and, if applicable, clause (A) or (B) of the two immediately preceding sentences within 10 days following the receipt of the New Borrowing Base Notice in accordance with Section 2.10(e).
(g) Upon any adjustment to the amount of the Borrowing Base in accordance with Section 2.10(f) or Section 2.10(g), if the total Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (i) prepay the Loans in an aggregate principal amount equal to such excess and (ii) if any excess remains after prepaying all of the Loans in full, Cash Collateralize Letters of Credit in an amount equal to such excess in accordance with Section 2.06(k). The Borrower shall be obligated to make such prepayment in one lump sum payment on the first Business Day after the Borrower receives the applicable New Borrowing Base Notice in accordance with Section 2.10(e). Nothing in this paragraph is intended to permit the Borrower or any Subsidiary to sell property other than as permitted under this Agreement, and any such non-permitted sale will constitute a breach of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (WPX Energy, Inc.)
Optional and Mandatory Prepayments of Loans. (a) The Borrower shall ------------------------------------------- have the right may at any time and from time to time prepay the Loans (subject to compliance with the terms of Section 2.05(g) and Section 2.17), in whole or in part, upon irrevocable prior written notice to the Administrative Agent substantially in the form of Exhibit G (a “Notice of Prepayment”) not later than 12:00 noon two Business Days prior to the date of such prepayment, specifying (i) the date and amount of prepayment, and (ii) the Class of Loans to be prepaid and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof (including, in the case of Eurodollar Loans, the Borrowing to which such prepayment is to be applied and, if of a combination thereof, the amount allocable to each). A Notice of Prepayment received after 12:00 noon shall be deemed received on the next Business Day. Upon receipt of any Notice of Prepayment the Administrative Agent shall promptly notify each relevant Lender thereof. If any Notice of Prepayment is given, the amount specified in such Notice of Prepayment shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans (other than Swingline Loans) shall be in a minimum principal amount of $3.0 million or a whole multiple of $1.0 million in excess thereof (or, if less, the remaining outstanding principal amount thereof). Partial prepayments of Swingline Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the remaining outstanding principal amount thereof). Each prepayment of the Initial Term Loan under this Section 2.05(a) shall be applied as directed by the Borrower to the remaining scheduled installments of the Initial Term Loan.
(b) In the event and on such occasion that the Aggregate Revolving Exposure exceeds the Total Revolving Commitment, the Borrower shall be obligated to immediately prepay Revolving Borrowings or Swingline Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in the account established with the Administrative Agent pursuant to Section 2.06(i)) to the extent of such excess.
(i) If Holdings or any Subsidiary shall incur or permit the incurrence of any Indebtedness (including pursuant to debt securities which are convertible into, or exchangeable or exercisable for, any Equity Interest or Equity Rights) (other than Excluded Debt Issuances) (each, a “Debt Incurrence”), 100% of the Net Proceeds thereof shall be applied immediately after receipt thereof toward the prepayment of Loans in accordance with Section 2.05(d) below.
(ii) If Holdings or any of its Subsidiaries shall receive Net Proceeds from any Asset Sale, an amount equal to 100% of such Net Proceeds shall be applied immediately after receipt thereof toward the prepayment of Loans in accordance with Section 2.05(d) below; provided that (x) the Net Proceeds from Asset Sales permitted by Section 6.05 shall not be required to be applied as provided herein on such date if and to the extent that (1) no Default exists on the date of such Asset Sale or would arise as a result of such Asset Sale and (2) the Borrower delivers an officers’ certificate to the Administrative Agent on or prior to the date of such Asset Sale stating that such Net Proceeds shall be reinvested in capital assets of the Borrower or any of its Subsidiaries in each case within 270 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended), (y) all such Net Proceeds shall be held in the Collateral Account and released therefrom only in accordance with the terms of this Agreement and the other applicable Loan Documents, and (z) if all or any portion of such Net Proceeds not so applied as provided herein is not allocated to reinvestment in respect of a project that shall have been commenced, and for which binding contractual commitments have been entered into, prior to the end of such 270-day period, such remaining portion shall be applied on the last day of such period (or if any Net Proceeds allocated to such an investment on such 270th day shall cease to be so allocated or any such contractual commitment shall cease to be in effect and contractually committed, such remaining portion shall be applied on the date it ceases to be so allocated and contractually committed) to prepay the Loans pursuant to Section 2.05(d); provided, further, if the Property subject to such Asset Sale constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.11.
(iii) If Holdings or any of its Subsidiaries shall receive proceeds from insurance or condemnation recoveries in respect of any Destruction or any proceeds or awards in respect of any Taking, an amount equal to 100% of the Net Proceeds thereof shall be applied immediately after receipt thereof toward the prepayment of Loans in accordance with Section 2.05(d) below; provided that, if such Net Proceeds are from a Taking or Destruction of Property of ICTC, such prepayments may be deferred until such time as ICTC would be permitted at such time to make a distribution of such amount; provided, further, that (x) so long as no Default then exists or would arise therefrom, such Net Proceeds shall not be required to be so applied to the extent that the Borrower delivers an officers’ certificate to the Administrative Agent promptly following the receipt of such Net Proceeds stating that such proceeds shall be used to (1) repair, replace or restore any Property in respect of which such Net Proceeds were paid or (2) fund the substitution of other Property used or usable in the business of the Borrower or its Subsidiaries, in each case within 270 days following the date of the receipt of such Net Proceeds, and (y) all such Net Proceeds shall be held in the Collateral Account and released therefrom only in accordance with the terms of this Agreement and the other applicable Loan Documents, and (z) if all or any portion of such Net Proceeds has not been allocated to reinvestment in respect of a project that shall have been commenced, and for which binding contractual commitments have been entered into, prior to the end of such 270-day period, such remaining portion shall be applied on the last day of such period (or if any Net Proceeds allocated and contractually committed to such an investment on such 270th day shall cease to be so allocated and contractually committed, such remaining portion shall be applied on the date it ceases to be so allocated and contractually committed) to prepay Loans pursuant to Section 2.05(d); provided, further, if the Property subject to such Destruction or Taking constituted Collateral under the Security Documents, then any replacement or substitution Property purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.11.
(iv) Within 10 days of the delivery of financial statements and the related Compliance Certificate referred to in Sections 5.01(a), (b) and (c) that evidence a positive Excess Subject Payment Amount, the Borrower shall apply an amount equal to 50% of such Excess Subject Payment Amount towards prepayment of Loans pursuant to Section 2.05(d); provided that no such prepayment shall be required if as of the date of delivery of the most recent financial statements pursuant to Section 5.01(a) or (b) the Total Net Leverage Ratio was less than 3.0:1.0.
(v) Within 60 days after the end of each Fiscal Quarter of Holdings ending during any Dividend Suspension Period, the Borrower shall prepay Loans pursuant to Section 2.05(d) in an aggregate amount equal to 50% of any increase in Available Cash during such Fiscal Quarter. The Borrower shall give the Administrative Agent at least five (5) Business Days’ notice of any prepayment pursuant to this Section 2.05(c).
(d) Any prepayment of Loans pursuant to this Section 2.05 shall be applied first, to reduce the remaining scheduled principal installments of the Term Loans as directed by the Borrower (pro rata on the basis of the original aggregate funded amount thereof among the Initial Term Loan and, if applicable, any Incremental Term Loans) and second, to the extent of any excess, to reduce the Revolving Commitments pursuant to Section 2.11(c). Each such prepayment shall be applied first, to any ABR Loans then outstanding within the applicable Class and second, to the extent of any excess, to the Eurodollar Loans then outstanding within the applicable Class.
(e) If on any day on which Loans would otherwise be required to be prepaid pursuant to this Section 2.05, but for the operation of this Section 2.05(e) (each, a “Prepayment Date”), the amount of such required prepayment exceeds the then outstanding aggregate principal amount of ABR Loans required to be prepaid, and no Default exists or is continuing, then on such Prepayment Date, (i) the Borrower shall deposit funds into the Collateral Account in an amount equal to such excess, and only the outstanding ABR Loans required to be prepaid shall be required to be prepaid on such Prepayment Date, and (ii) on the last day of each Interest Period after such Prepayment Date in effect with respect to a Eurodollar Loan which is of the Type required to be prepaid, the Administrative Agent is irrevocably authorized and directed by the Borrower to apply funds from the Collateral Account (and liquidate investments held in the Collateral Account as necessary) to prepay such Eurodollar Loans for which the Interest Period is then ending to the extent funds are available in the Collateral Account.
(f) Notwithstanding the forgoing, if any Indebtedness is issued pursuant to Section 6.01(a)(ii) and is secured on a pari passu basis with the Obligations, then the Borrower may, to the extent required pursuant to the governing documents for such Indebtedness, prepay Term Loans and reduce Revolving Commitments and purchase such Indebtedness (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof.
(g) If, on or prior to the six (6) month anniversary of the Restatement Date, (i) the Borrower enters into any amendment to this Agreement the effect of which is to reduce the “effective yield” (taking into account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount) applicable to, all or a portion of the Initial Term Loan or (ii) incurs any Indebtedness (A) the proceeds of which are used to prepay the Initial Term Loan, in whole or in part, without premium and (B) which has a lower “effective yield” than the “effective yield” applicable to all or penalty a portion of the Initial Term Loan so prepaid (but in any event subject to Section 2.13as such effective yields are reasonably determined by the Administrative Agent), upon prior writtenthen, telecopy or telephonic notice in each case, the Borrower shall pay to the Agent given no later than 2:00 p.m.Administrative Agent, Philadelphia time, one Business Day before any proposed prepayment.
(b) If a certificate delivered pursuant to subsection 5.2(b) shows that during for the period since the date of acquisition of all Acquired Eligible Portfolios which have been owned by the Borrower for at least six months and not transferred by the Borrower in connection with a Securitized Offering, the Net Proceeds received by the Borrower on ratable account of the Receivables in all such Acquired Eligible Portfolios is less than seventy percent (70%) of the XXX Recovery Estimate for all such Acquired Eligible Portfolios for such period, then Borrower shall prepay to the Agent for the account of the applicable Initial Term Lenders, a premium in an amount equal to the product 1.00% of (x) one percent (1%) times (y) the aggregate amount of the Loans made by the Lenders and applied toward the Portfolio Purchase Price of all such Acquired Eligible Portfolios, times (z) the difference (rounded to the nearest whole number) between (i) seventy and (ii) the percentage of Net Proceeds actually collected on all such Acquired Eligible Portfolios during such period. Such amount shall be applied as a prepayment of such Loans and shall be made ratably among the Lenders in accordance with their respective Commitment Percentages and shall be applied to installments due on such Loans in inverse order of maturity.
(c) Upon the sale or transfer by the Borrower of all or any part of the Receivables in an Acquired Eligible Portfolio in connection with a Securitized Offering, whether pursuant to a Receivables Purchase Agreement or otherwise, the Borrower shall immediately repay to the Agent for the account of the Lenders the outstanding principal amount of, and accrued interest on, the Loan related to such Acquired Eligible Portfolio.
(d) Each notice of prepayment shall specify the prepayment date and the principal amount of each the Initial Term Loan so prepaid or refinancing made on or prior to be prepaidthe six (6) month anniversary of the Restatement Date. All prepayments under this Section on other than Base Rate Borrowings For the purpose hereof, any amendment described in clause (i) of the preceding sentence shall be accompanied by accrued interest on deemed a refinancing of the principal amount Initial Term Loan whose “effective yield” is reduced (it being prepaid understood that the premium with respect to the date of prepayment.
(e) No payment on account of principal or interest such amendment shall be due in connection with, or as a condition to, the sale or transfer by Borrower in the ordinary course of paid to any Non-Consenting Lender that is required to assign its business of any Receivables which are not part of an Acquired Eligible Portfolio, or any other Collateral sold or disposed of by Borrower in the ordinary course of business for fair consideration in accordance with the provisions of the Initial Term Loan Documentspursuant to Section 2.20).
Appears in 1 contract
Samples: Credit Agreement (Consolidated Communications Holdings, Inc.)
Optional and Mandatory Prepayments of Loans. (a) The Borrower shall ------------------------------------------- have the right Borrowers may at any time and from time to time prepay the Loans (subject to prepay any Loancompliance with the terms of Section 2.16), in whole or in part, without premium or penalty (but in any event subject to Section 2.13), upon irrevocable prior written, telecopy or telephonic written notice by the Borrower Representative to the Administrative Agent given no substantially in the form of Exhibit H (a “Notice of Prepayment”) not later than 2:00 p.m.12:00 noon two Business Days prior to the date of such prepayment, Philadelphia timespecifying (i) the date and amount of prepayment, one and (ii) the Class of Loans to be prepaid and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof (including, in the case of Eurodollar Loans, the Borrowing to which such prepayment is to be applied and, if of a combination thereof, the amount allocable to each). A Notice of Prepayment received after 12:00 noon shall be deemed received on the next Business Day before Day. Upon receipt of any proposed prepaymentNotice of Prepayment the Administrative Agent shall promptly notify each relevant Lender thereof. If any Notice of Prepayment is given, the amount specified in such Notice of Prepayment shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans (other than Swingline Loans) shall be in a minimum principal amount of $3.0 million or a whole multiple of $1.0 million in excess thereof (or, if less, the remaining outstanding principal amount thereof). Partial prepayments of Swingline Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the remaining outstanding principal amount thereof).
(b) If a certificate delivered In the event and on such occasion that the Aggregate Revolving Credit Exposure exceeds the Total Revolving Credit Commitment, the Borrowers shall be obligated to immediately prepay Revolving Credit Borrowings or Swingline Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in the account established with the Administrative Agent pursuant to subsection 5.2(bSection 2.06(i)) shows that during to the period since extent of such excess.
(i) If Holdings or any Subsidiary shall incur or permit the date incurrence of acquisition any Indebtedness (including pursuant to debt securities which are convertible into, or exchangeable or exercisable for, any Equity Interest or Equity Rights) (other than Excluded Debt Issuances) (each, a “Debt Incurrence”), 100% of all Acquired Eligible Portfolios which have been owned by the Borrower for at least six months and not transferred by the Borrower in connection with a Securitized Offering, the Net Proceeds received by thereof shall be applied immediately after receipt thereof toward the Borrower on account prepayment of the Receivables Loans in all such Acquired Eligible Portfolios is less than seventy percent accordance with Section 2.05(d) below.
(70%ii) If Holdings or any of the XXX Recovery Estimate for all such Acquired Eligible Portfolios for such period, then Borrower its Subsidiaries shall prepay to the Agent for the account of the Lendersreceive Net Proceeds from any Asset Sale, an amount equal to 100% of such Net Proceeds shall be applied immediately after receipt thereof toward the product prepayment of Loans in accordance with Section 2.05(d) below; provided that (x) one percent the Net Proceeds from Asset Sales permitted by Section 6.05 shall not be required to be applied as provided herein on such date if and to the extent that (1%) times no Default exists on the date of such Asset Sale or would arise as a result of such Asset Sale and (2) the Borrower Representative deliver an officers’ certificate to the Administrative Agent on or prior to the date of such Asset Sale stating that such Net Proceeds shall be reinvested in capital assets of the Borrowers or any of their Subsidiaries in each case within 270 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended), (y) the aggregate amount of the Loans made by the Lenders and applied toward the Portfolio Purchase Price of all such Acquired Eligible PortfoliosNet Proceeds shall be held in the Collateral Account and released therefrom only in accordance with the terms of this Agreement and the other applicable Loan Documents, times and (z) the difference (rounded if all or any portion of such Net Proceeds not so applied as provided herein is not allocated to reinvestment in respect of a project that shall have been commenced, and for which binding contractual commitments have been entered into, prior to the nearest whole number) between (i) seventy and (ii) the percentage end of Net Proceeds actually collected on all such Acquired Eligible Portfolios during 270-day period, such period. Such amount remaining portion shall be applied as a prepayment on the last day of such Loans period (or if any Net Proceeds allocated to such an investment on such 270th day shall cease to be so allocated or any such contractual commitment shall cease to be in effect and contractually committed, such remaining portion shall be made ratably among applied on the Lenders date it ceases to be so allocated and contractually committed) to prepay the Loans pursuant to Section 2.05(d); provided, further, if the Property subject to such Asset Sale constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in accordance with their respective Commitment Percentages and Section 5.11.
(iii) If Holdings or any of its Subsidiaries shall receive proceeds from insurance or condemnation recoveries in respect of any Destruction or any proceeds or awards in respect of any Taking, an amount equal to 100% of the Net Proceeds thereof shall be applied immediately after receipt thereof toward the prepayment of Loans in accordance with Section 2.05(d) below; provided that, if such Net Proceeds are from a Taking or Destruction of Property of ICTC, such prepayments may be deferred until such time as ICTC would be permitted at such time to installments due make a distribution of such amount; provided, further, that (x) so long as no Default then exists or would arise therefrom, such Net Proceeds shall not be required to be so applied to the extent that the Borrower Representative delivers an officers’ certificate to the Administrative Agent promptly following the receipt of such Net Proceeds stating that such proceeds shall be used to (1) repair, replace or restore any Property in respect of which such Net Proceeds were paid or (2) fund the substitution of other Property used or usable in the business of the Borrowers or their Subsidiaries, in each case within 270 days following the date of the receipt of such Net Proceeds, (y) all such Net Proceeds shall be held in the Collateral Account and released therefrom only in accordance with the terms of this Agreement and the other applicable Loan Documents, and (z) if all or any portion of such Net Proceeds has not been allocated to reinvestment in respect of a project that shall have been commenced, and for which binding contractual commitments have been entered into, prior to the end of such 270-day period, such remaining portion shall be applied on the last day of such period (or if any Net Proceeds allocated and contractually committed to such an investment on such 270th day shall cease to be so allocated and contractually committed, such remaining portion shall be applied on the date it ceases to be so allocated and contractually committed) to prepay Loans pursuant to Section 2.05(d); provided, further, if the Property subject to such Destruction or Taking constituted Collateral under the Security Documents, then any replacement or substitution Property purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in inverse order of maturityaccordance with Section 5.11.
(iv) Within 10 days of the delivery of financial statements and the related Compliance Certificate referred to in Sections 5.01(a), (b) and (c) Upon that evidence a positive Excess Subject Payment Amount, the sale or transfer by the Borrower Borrowers shall apply an amount equal to 50% of all or any part such Excess Subject Payment Amount towards prepayment of Loans pursuant to Section 2.05(d); provided that no such prepayment shall be required if as of the Receivables date of delivery of the most recent financial statements pursuant to Section 5.01(a) or (b) the Total Net Leverage Ratio was less than 3.0:1.0.
(v) Within 60 days after the end of each Fiscal Quarter of Holdings ending during any Dividend Suspension Period, the Borrowers shall prepay Loans pursuant to Section 2.05(d) in an Acquired Eligible Portfolio aggregate amount equal to 50% of any increase in connection with a Securitized Offering, whether Available Cash during such Fiscal Quarter. The Borrower Representative shall give the Administrative Agent at least five (5) Business Days’ notice of any prepayment pursuant to a Receivables Purchase Agreement or otherwise, the Borrower shall immediately repay to the Agent for the account of the Lenders the outstanding principal amount of, and accrued interest on, the Loan related to such Acquired Eligible Portfoliothis Section 2.05(c).
(d) Each notice Any prepayment of Loans pursuant to this Section 2.05 shall be applied first, to the Term Loans (pro rata on the basis of the original aggregate funded amount thereof among the Initial Term Loans, the Delayed Draw Terms Loans and, if applicable, any Incremental Term Loans) and second, to the extent of any excess, to reduce the Revolving Credit Commitments pursuant to Section 2.11(c). Any such prepayment shall specify be applied first, to any ABR Loans then outstanding within the prepayment date applicable Class and the principal amount of each Loan to be prepaid. All prepayments under this Section on other than Base Rate Borrowings shall be accompanied by accrued interest on the principal amount being prepaid second, to the date extent of prepaymentany excess, to the Eurodollar Loans then outstanding within the applicable Class.
(e) No payment If on account any day on which Loans would otherwise be required to be prepaid pursuant to this Section 2.05, but for the operation of this Section 2.05(e) (each, a “Prepayment Date”), the amount of such required prepayment exceeds the then outstanding aggregate principal amount of ABR Loans required to be prepaid, and no Default exists or interest is continuing, then on such Prepayment Date, (i) the Borrowers shall deposit funds into the Collateral Account in an amount equal to such excess, and only the outstanding ABR Loans required to be prepaid shall be due required to be prepaid on such Prepayment Date, and (ii) on the last day of each Interest Period after such Prepayment Date in connection with, or as effect with respect to a condition toEurodollar Loan which is of the Type required to be prepaid, the sale or transfer Administrative Agent is irrevocably authorized and directed by each Borrower to apply funds from the Collateral Account (and liquidate investments held in the ordinary course of its business of any Receivables Collateral Account as necessary) to prepay such Eurodollar Loans for which the Interest Period is then ending to the extent funds are not part of an Acquired Eligible Portfolio, or any other Collateral sold or disposed of by Borrower available in the ordinary course of business for fair consideration in accordance with the provisions of the Loan DocumentsCollateral Account.
Appears in 1 contract
Samples: Credit Agreement (Consolidated Communications Holdings, Inc.)
Optional and Mandatory Prepayments of Loans. (a) The Borrower shall ------------------------------------------- have the right at any time and from time to time to prepay any Loan, Borrowing in whole or in part, without premium or penalty (but in any event subject to Section 2.13), upon prior written, telecopy or telephonic notice to the Agent given no later than 2:00 p.m., Philadelphia time, one Business Day before any proposed prepaymentin accordance with paragraph (b) of this Section.
(b) If a certificate delivered The Borrower shall notify the Administrative Agent by telephone (confirmed by hand delivery, fax or emailed pdf) of any prepayment pursuant to subsection 5.2(bSection 2.12(a) shows that during not later than 11:00 a.m., New York City time, on (i) in the period since case of prepayment of an ABR Borrowing, the date of acquisition of all Acquired Eligible Portfolios which have been owned by the Borrower for at least six months and not transferred by the Borrower in connection with a Securitized Offering, the Net Proceeds received by the Borrower on account of the Receivables in all such Acquired Eligible Portfolios is less than seventy percent (70%) of the XXX Recovery Estimate for all such Acquired Eligible Portfolios for such period, then Borrower shall prepay to the Agent for the account of the Lenders, an amount equal to the product of (x) one percent (1%) times (y) the aggregate amount of the Loans made by the Lenders and applied toward the Portfolio Purchase Price of all such Acquired Eligible Portfolios, times (z) the difference (rounded to the nearest whole number) between (i) seventy prepayment and (ii) in the percentage case of Net Proceeds actually collected on all a Eurodollar Borrowing, the date that is one Business Day prior to the date of prepayment. Each such Acquired Eligible Portfolios during such period. Such amount notice shall be applied as a prepayment of such Loans irrevocable and shall be made ratably among the Lenders in accordance with their respective Commitment Percentages and shall be applied to installments due on such Loans in inverse order of maturity.
(c) Upon the sale or transfer by the Borrower of all or any part of the Receivables in an Acquired Eligible Portfolio in connection with a Securitized Offering, whether pursuant to a Receivables Purchase Agreement or otherwise, the Borrower shall immediately repay to the Agent for the account of the Lenders the outstanding principal amount of, and accrued interest on, the Loan related to such Acquired Eligible Portfolio.
(d) Each notice of prepayment shall specify the prepayment date and the principal amount of each Loan Borrowing or portion thereof to be prepaid; provided that, any such notice of prepayment may be conditioned upon the effectiveness of other credit facilities or another event. All prepayments under this Section on other Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that is an integral multiple of $1,000,000 and not less than Base Rate Borrowings $5,000,000. Each such prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Each such prepayment shall be accompanied by accrued interest on the principal amount being prepaid to the date extent required by Section 2.14.
(c) If for any reasons the total Credit Exposures at any time exceed the Aggregate Commitments then in effect, the Borrower shall prepay Loans (and, to the extent necessary after all Loans have been prepaid in full, Cash Collateralize Letters of prepaymentCredit) immediately (except to the extent otherwise permitted under Section 2.12(f)) in an aggregate amount equal to such excess. Each such prepayment shall be applied ratably to the Loans. Each such prepayment shall be accompanied by accrued interest to the extent required by Section 2.14.
(d) If at any time during any Collateral Trigger Period, the General Credit Exposure exceeds the CNTA Cap, then the Borrower shall prepay General Loans (and, to the extent necessary after all General Loans have been prepaid in full, Cash Collateralize Letters of Credit) immediately in the aggregate amount equal to such excess. Each such prepayment shall be applied ratably to the General Loans. Each such prepayment shall be accompanied by accrued interest to the extent required by Section 2.14.
(e) No payment If at any time on account or after the Initial Designation Effective Date during any Collateral Trigger Period (including upon any adjustment to the amount of principal or interest shall be due in connection with, or as a condition to, the sale or transfer by Borrower in the ordinary course of its business of any Receivables which are not part of an Acquired Eligible Portfolio, or any other Collateral sold or disposed of by Borrower in the ordinary course of business for fair consideration Development Borrowing Base in accordance with Section 2.04(d)), the provisions aggregate amount of Development Credit Exposure outstanding at such time exceeds the Development Borrowing Base in effect at such time, then the Borrower shall prepay Development Loans immediately in an aggregate amount equal to such excess. Each such prepayment shall be applied ratably to the Development Loans. Each such prepayment shall be accompanied by accrued interest to the extent required by Section 2.14.
(f) Upon any redetermination of the Borrowing Base pursuant to Section 2.10 (other than clauses (f) or (g) of Section 2.10) or any adjustment to the amount of the Borrowing Base in accordance with Section 5.11, if the total Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall take one or more of the following actions to cure the Borrowing Base Deficiency: (i) deliver to the Administrative Agent within thirty days after receipt of such New Borrowing Base Notice, petroleum engineering information and First Priority Mortgages covering additional Oil and Gas Properties of the Loan DocumentsParties not previously included in the immediately preceding Reserve Report with a value and quality reasonably satisfactory to the Supermajority Lenders in their sole discretion sufficient to eliminate such Borrowing Base Deficiency or (ii) prepay the Loans in an aggregate principal amount equal to such excess, and if any excess remains after prepaying all of Loans in full, Cash Collateralize Letters of Credit in an amount equal to such excess in accordance with Section 2.06(k). The Borrower may make such prepayment either, at its election, (A) in one lump sum payment on or before the date that is 30 days following the receipt by the Borrower of the New Borrowing Base Notice in accordance with Section 2.10(e) or (B) in six equal payments, the first of which being due on the date that is 30 days following the date of receipt by the Borrower of the New Borrowing Base Notice in accordance with Section 2.10(e) and each subsequent payment being due and payable on the same day in each of the subsequent calendar months; provided that all payments required to be made pursuant to this Section 2.12(f) must be made on or prior to the Maturity Date. The Borrower shall notify the Administrative Agent in writing of the Borrower’s election in respect of clause (i) or (ii) and, if applicable, clause (A) or (B) of the two immediately preceding sentences within 10 days following the receipt of the New Borrowing Base Notice in accordance with Section 2.10(e).
(g) Upon any adjustment to the amount of the Borrowing Base in accordance with Section 2.10(f) or Section 2.10(g), if the total Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (i) prepay the Loans in an aggregate principal amount equal to such excess and (ii) if any excess remains after prepaying all of the Loans in full, Cash Collateralize Letters of Credit in an amount equal to such excess in accordance with Section 2.06(k). The Borrower shall be obligated to make such prepayment in one lump sum payment on the first Business Day after the Borrower receives the applicable New Borrowing Base Notice in accordance with Section 2.10(e). Nothing in this paragraph is intended to permit the Borrower or any Subsidiary to sell property other than as permitted under this Agreement, and any such non-permitted sale will constitute a breach of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (WPX Energy, Inc.)
Optional and Mandatory Prepayments of Loans. Repayments of ------------------------------------------------------------ Term B Loans.
(a) The Each Borrower shall ------------------------------------------- have the right may at any time and from time to time prepay the ------------ Loans (subject, in the case of Eurocurrency Loans, to prepay any Loancompliance with the terms of Section 2.17), in whole or in part, without premium or penalty (but in any event subject to Section 2.13)penalty, upon prior written, telecopy or telephonic irrevocable notice to the Applicable Agent given no not later than 2:00 p.m.12:00 noon, Philadelphia London time, one three Business Day before Days prior to the date of such prepayment, specifying (x) the date and amount of prepayment, and (y) whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof (including in the case of Eurocurrency Loans, the Borrowing to which such prepayment is to be applied and, if of a combination thereof, the amount allocable to each). Upon receipt of any proposed prepayment.such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $5.0 million, (euro)5.0 million or (pound)5.0 million, as applicable, or a whole multiple of $1.0 million, (euro)1.0 million or (pound)1.0 million, as applicable, in excess thereof (or, if less, the remaining outstanding principal amount thereof). All optional prepayments shall be made by the Borrowers on a pro rata basis between the Term B Dollar Loans and the Term B Euro Loans. --------
(b) If In the event and on such occasion that (i) the Aggregate Dollar Revolving Credit Exposure exceeds the Total Dollar Revolving Credit Commitment, the U.S. Borrower shall prepay Revolving Dollar Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in a certificate delivered Collateral Account with the Administrative Agent pursuant to subsection 5.2(bSection 2.06(k)) shows that during in an aggregate amount equal to such excess or (ii) the period since Dollar Equivalent (for this purpose only, determined with respect to each Revolving Euro Borrowing as of the date of acquisition of all Acquired Eligible Portfolios which have been owned by the Borrower for at least six months and not transferred by the Borrower in connection with a Securitized Offering, the Net Proceeds received by the Borrower on account of the Receivables in all such Acquired Eligible Portfolios is less than seventy percent (70%Revolving Euro Borrowing) of the XXX Recovery Estimate for all such Acquired Eligible Portfolios for such periodAggregate Euro Revolving Credit Exposure exceeds the Total Euro Revolving Credit Commitment, then the Euro Borrower shall prepay prepay, or cause one or more Subsidiary Borrowers to the Agent for the account of the Lendersprepay, Revolving Euro Borrowings in an aggregate amount equal to such excess.
(c) In the product of (x) one percent (1%) times (y) the aggregate amount event that, as of the Loans made by last day of each month after the Lenders and applied toward Effective Date, the Portfolio Purchase Price Dollar Equivalent as of all such Acquired Eligible Portfoliosday of the Aggregate Euro Revolving Credit Exposure exceeds the Total Euro Revolving Credit Commitment, times (z) the difference (rounded to the nearest whole number) between then (i) seventy on such date, the U.K. Administrative Agent shall notify the Euro Borrower and the Revolving Euro Lenders of the amount of such excess and the sum of the resulting Aggregate Euro Revolving Credit Exposure and (ii) the percentage of Net Proceeds actually collected on all such Acquired Eligible Portfolios during such period. Such amount shall be applied as a prepayment of such Loans and shall be made ratably among the Lenders in accordance with their respective Commitment Percentages and shall be applied to installments due on such Loans in inverse order of maturity.
(c) Upon the sale or transfer by the Borrower of all or any part of the Receivables in an Acquired Eligible Portfolio in connection with a Securitized Offering, whether pursuant to a Receivables Purchase Agreement or otherwise, the Euro Borrower shall immediately repay prepay, or cause one or more Subsidiary Borrowers to prepay, an amount sufficient to reduce the Aggregate Euro Revolving Credit Exposure, after giving effect to such prepayment, so that the Dollar Equivalent thereof is less than or equal to the Agent for the account of the Lenders the outstanding principal amount of, and accrued interest on, the Loan related to such Acquired Eligible PortfolioTotal Euro Revolving Credit Commitment.
(d) Each notice (i) (A) If, subsequent to the Effective Date and until such time as the Retained Public Debt is refinanced in full or an amount sufficient to refinance in full the Retained Public Debt is on deposit in the Retained Public Debt Collateral Account (the "Retained Public Debt Refinancing Date"), Crown Holdings ------------------------------------- shall issue any Equity Interests or Equity Rights (it being understood that the issuance of prepayment debt securities convertible into, or exchangeable or exercisable for, any Equity Interest or Equity Rights shall specify the prepayment date and the principal amount of each Loan to be prepaid. All prepayments under this governed by Section on 2.05(d)(ii) below) (other than Base Rate Borrowings shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment.
Excluded Equity Issuances) (e) No payment on account of principal or interest shall be due in connection witheach, or as a condition toan "Equity ------ Issuance"), the sale or transfer by Borrower in the ordinary course of its business of any Receivables which are not part of an Acquired Eligible Portfolio, or any other Collateral sold or disposed of by Borrower in the ordinary course of business for fair consideration in accordance with the provisions of the Loan Documents.--------
Appears in 1 contract
Optional and Mandatory Prepayments of Loans. (a) The Borrower shall ------------------------------------------- have the right at any time and from time to time to prepay any Loanthe Loans, in whole or in part, without premium or penalty (but except as set forth below and in any event subject to Section 2.132.11), upon prior written, telecopy or telephonic notice to the Agent given no later than 2:00 p.m.11:00 a.m., Philadelphia time, one Business Day before any proposed prepayment; provided, however, that each such partial prepayment of Loans shall be in the principal amount of at least $500,000 or in multiples of $100,000 in excess thereof; provided further, however, that any such prepayment made prior to January 1, 2005, other than pursuant to Sections 2.7(b) or (c), shall be accompanied by a prepayment premium equal to .20% of the principal amount so prepaid; and provided further, however, that no such prepayment premium shall be due on amounts prepaid during the period from the Closing Date through the Loan Advance Termination Date, except that a prepayment premium shall be due and payable on the Loan Advance Termination Date in an amount equal to .20% of the amount, if any, by which $70,000,000 exceeds the aggregate outstanding principal amount of the Loans on the Loan Advance Termination Date.
(b) If a certificate delivered pursuant to subsection 5.2(b) shows that during Promptly following demand of the period since the date of acquisition of all Acquired Eligible Portfolios which have been owned Agent at any time after receipt by the Borrower for at least six months and not transferred of any Net Proceeds from any Equity Issuance by the Borrower in connection with a Securitized Offering, or the Net Proceeds received incurrence after the date hereof by the Borrower on account of indebtedness for borrowed money (other than under operating lines of credit), the Receivables in all such Acquired Eligible Portfolios is less than seventy percent (70%) of the XXX Recovery Estimate for all such Acquired Eligible Portfolios for such period, then Borrower shall prepay pay to the Agent for 100% of such Net Proceeds. Such payments shall be applied by the account of the Lenders, an amount equal Agent to the product of (x) one percent (1%) times (y) the aggregate amount prepayment of the Loans made by the Lenders and applied toward the Portfolio Purchase Price of all then outstanding, without premium or penalty (but in any event subject to Section 2.11) with such Acquired Eligible Portfolios, times (z) the difference (rounded to the nearest whole number) between (i) seventy and (ii) the percentage of Net Proceeds actually collected on all such Acquired Eligible Portfolios during such period. Such amount shall be applied as a prepayment of such Loans and shall be made ratably among the Lenders in accordance with their respective Commitment Percentages and shall be payments being applied to reduce the installments due on such Loans of principal in inverse order of maturity. The Borrower shall give the Agent no later than 11:00 a.m., Philadelphia time, one Business Day's prior written, telecopy or telephonic notice of each prepayment pursuant to this clause (b) setting forth the date and expected amount thereof. All prepayments of the Loans under this clause (b) shall be applied to Base Rate Loans then outstanding and the balance, if any, shall be applied to Eurodollar Loans then outstanding, with payments applied to Eurodollar Loans being applied in order of next maturing Interest Periods.
(c) Upon the sale or transfer by the Borrower of all or any part Promptly following demand of the Receivables in an Acquired Eligible Portfolio in connection with Agent at any time on or after the occurrence of a Securitized Offering, whether pursuant to a Receivables Purchase Agreement or otherwiseChange of Control, the Borrower shall immediately repay prepay the Loans in full without premium or penalty (but in any event subject to the Agent for the account of the Lenders the outstanding principal amount of, and accrued interest on, the Loan related to such Acquired Eligible PortfolioSection 2.11).
(d) Each required notice of prepayment shall specify the prepayment date and the principal amount of each Loan the Loans to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Loans (or portion thereof) by the amount stated therein. All prepayments under this Section on other than Base Rate Borrowings Loans shall be accompanied by accrued interest and any required premium on the principal amount being prepaid to the date of prepayment.
(e) . No payment on account of principal or interest shall be due in connection with, or as a condition to, the sale or transfer by Borrower in the ordinary course of its business of any Receivables which are not part of an Acquired Eligible Portfolio, or any other Collateral sold or disposed of by Borrower in the ordinary course of business for fair consideration in accordance with the provisions prepayments of the Loan DocumentsLoans, whether optional or mandatory, may be reborrowed by the Borrower.
Appears in 1 contract
Samples: Credit Agreement (Aqua America Inc)
