Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, upon at least four Business Days' irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. 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. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. (b) If on any date (including any date on which a certificate of a Responsible Officer of the Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the then aggregate Revolving Credit Commitments, then, without notice or demand, the Borrower shall promptly prepay the Revolving Credit Loans in an amount equal to such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under subsection 4.1(c). (c) The application of any prepayment pursuant to subsection 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsection 4.1(b) (other than Alternate Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.
Appears in 2 contracts
Samples: Quarterly Report, Credit Agreement (El Paso Energy Partners Lp)
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, time prepay the Revolving Credit LoansLoans made to it, in whole or in part, without premium or penalty, upon at least four three Business Days' in the case of Eurodollar Loans, or one Business Day's in the case of ABR Loans (including Swing Line Loans), irrevocable notice to the Administrative Agent, specifying whether the prepayment is (i) of Revolving Credit Loans or Swing Line Loans, or a combination thereof, and in each case if a combination thereof, the amount allocable to each, (ii) the date and amount of prepayment of such Loan(s) and (iii) whether the prepayment is of Eurodollar Loans, Alternate Base Rate ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected 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 any amounts payable pursuant to subsection 4.13. Partial voluntary prepayments shall be in an aggregate principal amount of $1,000,000 250,000 or a whole multiple of $250,000 in excess thereof.
(b) If on at any date (including any date on which a certificate of a Responsible Officer of the Borrower is delivered pursuant to subsection 7.2(b)) time the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding Loans and the L/C Obligations exceeds the then aggregate Revolving Credit Commitments, then, without notice or demand, the Borrower shall promptly prepay make a payment in the amount of such excess which payment shall be applied FIRST, to the payment of the Swing Line Loans then outstanding, SECOND, to the payment of any Revolving Credit Loans in an amount equal then outstanding, THIRD, to such excess. The Borrower maypayment of any Reimbursement Obligations then outstanding and LAST, subject to cash collateralize any outstanding Letters of Credit on terms reasonably satisfactory to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under subsection 4.1(c).
(c) Required Lenders. The application of any prepayment pursuant prepayments of Loans referred to subsection 4.1(b) in the preceding sentence shall be made first to Alternate Base Rate ABR Loans and second to Eurodollar Loans. Each .
(c) If, subsequent to the Closing Date, the Borrower or any of its Subsidiaries shall receive Net Proceeds from any asset sale or other disposition (including as a result of condemnation or casualty) permitted by subsection 8.6(b), then 100% of such Net Proceeds shall on the first Business Day after receipt thereof, be applied toward the prepayment of the Loans under subsection 4.1(b) (other than Alternate Base Rate Loans) and the permanent reduction of the Commitments in accordance with the prepayment provisions of 4.3(b); PROVIDED that such Net Proceeds shall not be required to be so applied to the extent the Borrower delivers to the Agent a certificate that it intends to use such Net Proceeds to acquire fixed or capital assets for the Borrower or any of its Subsidiaries within 330 days of receipt of such Net Proceeds, it being expressly understood that any Net Proceeds not so reinvested shall be accompanied by applied to prepay the Loans and permanently reduce the Commitments on the date 330 days after the receipt thereof.
(d) In the event of a Change of Control, not later than five days thereafter, (A) the Commitments shall be terminated, (B) the Borrower shall prepay in full all Loans then outstanding together with interest accrued interest to the date of such prepayment and any amounts payable under subsection 4.13, (C) the Borrower shall repay any Reimbursement Obligations then outstanding and (D) the Borrower shall cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the amount prepaidRequired Lenders.
Appears in 1 contract
Samples: Revolving Credit Agreement (Aftermarket Technology Corp)
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, time prepay the Revolving Credit Loans, in whole or in part, without premium or penaltypenalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect thereto), upon at least four Business Days' irrevocable notice to 35 30 the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. 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.
(b) The Borrower may at any time and from time to time prepay, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days' irrevocable notice to the Administrative Agent specifying the date and amount of prepayment. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or a whole an integral multiple of $100,000 in excess thereof.
(bi) If on If, at any date (including time during the Commitment Period, for any date on which a certificate reason the Aggregate Total Outstandings of a Responsible Officer of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the then aggregate Revolving Credit Commitments, thenshall, without notice or demand, the Borrower shall promptly immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in an amounts such that the sum of (A) the aggregate principal amount equal to such excess. The Borrower mayof the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, subject to the terms and conditions of this Agreement, reborrow equals or exceeds the amount of any prepayment made under subsection 4.1(c)such excess.
(cii) The application If, at any time during the Commitment Period, for any reason either (x) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders or (y) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that any prepayment pursuant to subsection 4.1(bsuch excess is eliminated.
(iii) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under pursuant to this subsection 4.1(b) (other than Alternate Base Rate Loans3.1(c) shall be accompanied by accrued interest any amounts payable under subsection 3.11 in connection with such prepayment.
(iv) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to the date this subsection 3.1(c) solely as a result of such prepayment fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the amount prepaidlast Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) The Subject to Section 2.16, the Borrower may on the last day of any Interest Period with respect theretomay, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, time prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, upon at least four three Business Days' irrevocable written notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. 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 any amounts payable pursuant to Section 2.16, accrued interest to such date on the amount prepaid and any outstanding fees and expenses then due and owing. Partial prepayments and optional prepayments of the Loans shall be applied to the Loans but shall not reduce the Commitments unless the Borrower so specifies in its written notice to the Agent. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof.
(b) If on at any date time
(including any date on which a certificate of a Responsible Officer i) the aggregate outstanding principal amount of the Borrower is delivered pursuant to subsection 7.2(b)Loans made by any Lender exceeds such Lender's Commitment; or
(ii) the sum outstanding aggregate principal amount of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding Loans made by all Lenders exceeds the Commitments; then aggregate Revolving Credit Commitmentsthe Borrower, thenwill promptly and, without notice or demandin any event, within one Business Day, make a mandatory prepayment of the Borrower shall promptly prepay Loans to the Revolving Credit Loans Agent for the benefit of the Lenders in an aggregate amount equal to such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under subsection 4.1(c).
(c) The application of any prepayment pursuant to subsection 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsection 4.1(b) (other than Alternate Base Rate Loans) pursuant to this Section 2.6 shall be accompanied by payment in full of all accrued interest thereon, to and including the date of such prepayment on the amount prepaidprepayment, together with any additional amounts owing pursuant to Section 2.16 and any outstanding fees and expenses due and owing.
Appears in 1 contract
Samples: Credit Agreement (Northwestern Corp)
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, time prepay the Revolving Credit outstanding Loans, in whole or in part, without premium or penaltypenalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Loans and is made on a day other than the last day of the Interest Period with respect thereto), upon at least four Business Days' ’ irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar LIBOR Loans, Alternate Base Rate Loans or ABR Loans, a combination thereof, and, if of a combination thereof, the amount allocable to each. 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 by the Borrower on the date specified therein. Partial prepayments of Loans shall be in an aggregate principal amount of at least $5,000,000 or an integral multiple of $1,000,000 or a whole multiple in excess thereof.
(b) If on any date (including any date on which a certificate of a Responsible Officer If, as of the last Business Day of any calendar week, commencing with April 17, 2020, and continuing every week thereafter, the Consolidated Cash Balance exceeds $250,000,000 as of the end of such applicable Business Day, then the Borrower is delivered pursuant to subsection 7.2(bshall, on the next Business Day thereafter (each such date, a “Sweep Prepayment Date”), prepay (any such prepayment, a “Sweep Prepayment”) the sum of Revolving Credit Loans in an aggregate principal amount equal to such excess.
(c) If, at any time during the Commitment Period, for any reason the Aggregate Outstanding Revolving Credit Extensions Outstandings of Credit then outstanding exceeds all Lenders exceed the then aggregate Aggregate Revolving Credit CommitmentsCommitments then in effect, thenthe Borrower shall, without notice or demand, the Borrower shall promptly immediately prepay the Revolving Credit Loans in an amount equal to such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow that equals or exceeds the amount of any prepayment made under subsection 4.1(c)such excess.
(cd) The application of any prepayment pursuant to subsection 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under pursuant to this subsection 4.1(b) (other than Alternate Base Rate Loans3.1(a) shall be accompanied by accrued interest to the date of any amounts payable under subsection 3.11 in connection with such prepayment on the amount prepaidprepayment.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any ---------------------------------- time and from time to time, in the case of Alternate Base Rate Loans, time prepay the Revolving Credit Loans and the Swing Line Loans, in whole or in part, without premium or penaltypenalty (other than amounts required to be paid pursuant to subsection 4.13 in connection with such prepayment), upon at least four three Business Days' irrevocable notice to the Administrative AgentAgent (in the case of Eurodollar Loans) and at least one Business Day's irrevocable notice to the Administrative Agent (in the case of Base Rate Loans), specifying the date and amount of prepayment and whether the prepayment is (i) of Revolving Credit Loans or Swing Line Loans, or a combination thereof, and (ii) of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected 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 any amounts payable pursuant to subsection 4.13 and accrued interest to such date on the amount prepaid. Unless specified otherwise in such notice, partial prepayments of the Loans pursuant to this subsection 4.4(a) shall be applied first, to pay Swing Line Loans then outstanding and second, to pay ----- ------ Revolving Credit Loans then outstanding. Partial prepayments of the Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 2,500,000 or a whole multiple of $500,000 in excess thereof.
(b) If on If, at any date time during the Commitment Period, the Total Aggregate Outstandings of all Lenders exceed the lesser of (including any date on which a certificate i) the Borrowing Base then in effect and (ii) the aggregate Commitments then in effect (whether as result of a Responsible Officer of reduction in the Borrower is delivered Commitments pursuant to subsection 7.2(b2.9(b), subsection 4.4(c) or otherwise), the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the then aggregate Revolving Credit Commitments, thenBorrower shall, without notice or demand, immediately (in the Borrower shall promptly prepay case of clause (ii) above) or within three Business Days (in the case of clause
(i) above), repay the Revolving Credit Loans and the Swing Line Loans and any then outstanding Reimbursement Obligations in an aggregate principal amount equal to such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under subsection 4.1(c).
(c) The application of any prepayment pursuant to subsection 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsection 4.1(b) (other than Alternate Base Rate Loans) shall be accompanied by together with interest accrued interest to the date of such prepayment payment and any amounts payable under subsection 4.13. Such payments shall be applied first to pay Swing Line Loans then outstanding, second to pay any Reimbursement ----- ------ Obligations then outstanding and third to pay Revolving Credit Loans then ----- outstanding. To the extent that after giving effect to any repayment of the Loans and the Reimbursement Obligations required by the preceding sentence, the Total Aggregate Outstandings of all Lenders exceed the lesser of (i) the Borrowing Base then in effect and (ii) the aggregate Commitments then in effect, the Borrower shall, without notice or demand, immediately cash collateralize first the then outstanding L/C Obligations and second the then outstanding CAF ----- ------ Advances, in an aggregate amount equal to such excess upon terms reasonably satisfactory to the Administrative Agent.
(i) Unless otherwise agreed in writing by the Aggregate Majority Lenders, if at any time Holdings or any of its Subsidiaries (other than the Canadian Borrower or any of its Subsidiaries) shall (A) incur Indebtedness for borrowed money (including, without limitation, any Subordinated Indebtedness permitted by subsection 8.2(i) but excluding any other Indebtedness permitted by subsection 8.2) pursuant to a public offering or private placement or otherwise or (B) sell or issue shares of its Capital Stock (except for shares of Capital Stock of Holdings or an Additional Subsidiary issued or sold to one or more Permitted Equity Purchasers to the extent such sale or issuance is permitted pursuant to this Agreement and the Holdings Guarantee), then the Commitments shall be permanently reduced by an amount equal to (1) 100% of the Net Cash Proceeds thereof (in the case of clause (A) above) or (2) the U.S. Prepayment Percentage (as in effect on the date of such sale or issuance) of 66-2/3% of the Net Cash Proceeds thereof (in the case of clause (B) above), with such reductions to be effective on the date of receipt of any such Net Cash Proceeds.
(ii) Unless otherwise agreed in writing by the Majority Lenders, if at any time the Borrower or any of its Subsidiaries (other than the Canadian Borrower or any of its Subsidiaries) shall make an Asset Sale pursuant to subsection 8.6(g), the Borrower shall repay the Revolving Credit Loans and the Swing Line Loans and any then outstanding Reimbursement Obligations in an aggregate amount prepaidequal to 100% of the Net Cash Proceeds thereof, together with accrued interest on such Loans and Reimbursement Obligations to the date of such payment and any amounts payable under subsection 4.13, such payments to be made promptly upon the receipt of such Net Cash Proceeds and to be applied to the Extensions of Credit in the same order as that specified in subsection 4.4(b).
(d) The Borrower shall prepay all Swing Line Loans then outstanding simultaneously with each borrowing of Revolving Credit Loans, and may prepay (without premium or penalty) any outstanding Swing Line Loans upon at least one Business Day's notice to the Administrative Agent.
(e) Except as otherwise specified by the Borrower in a notice to the Administrative Agent pursuant to subsection 4.4(a), prepayments of Revolving Credit Loans pursuant to this subsection 4.4 shall be applied first to Base Rate Loans then outstanding and thereafter to Eurodollar Loans then outstanding.
Appears in 1 contract
Samples: Credit Agreement (CDW Holding Corp)
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect theretomay, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, except as set forth in Section 2.6(c), upon at least four five Working Days’ irrevocable notice (in the case of Eurodollar Loans) and three Business Days' ’ irrevocable notice (in the case of Fixed Rate Loans), in each case to the Administrative AgentLender, specifying the date and amount of prepayment prepayment, and whether the prepayment is of Eurodollar Loans, Alternate Base Fixed Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. 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 by the Borrower on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereofof $500,000 in excess thereof and may only be made, if after giving effect thereto, Section 2.13(c) shall not have been contravened.
(b) If on (i) If, at any date time, either (including any date on which a certificate of a Responsible Officer A) the Asset Coverage Ratio of the Borrower is delivered pursuant to subsection 7.2(b)shall be less than the Minimum Permitted Ratio, or (B) the sum aggregate amount of all Indebtedness of the Aggregate Outstanding Revolving Credit Extensions of Credit Borrower (including, without limitation, the Loans made to the Borrower) then outstanding exceeds the then aggregate Revolving Credit Commitmentslimits provided in the Borrower’s Prospectus, then, without notice or demandin each case within thirty-five (35) calendar days thereafter, the Borrower shall promptly prepay the Revolving Credit Loans in an amount equal to such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under subsection 4.1(c).
repay Indebtedness (c) The application of any prepayment pursuant to subsection 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment which may or may not include repayment of the Loans under subsection 4.1(b) (other than Alternate Base Rate Loans) shall be accompanied by accrued interest made to the date Borrower) to the extent necessary to ensure that the Borrower is in compliance with Section 5.10. Table of such prepayment on the amount prepaid.Contents
Appears in 1 contract
Samples: Credit Agreement (Kayne Anderson MLP Investment CO)
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, time prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, upon at least four three (3) Business Days' ’ irrevocable notice to the Administrative AgentAgent (in the case of Eurodollar Loans) and at least one (1) Business Day’s irrevocable notice to the Administrative Agent (in the case of Base Rate Loans), specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each. Upon the 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. Partial prepayments of the Loans shall be in an aggregate principal amount of $1,000,000 50,000 or a whole an integral multiple thereof.
(b) If on any date (including any date on which a certificate of a Responsible Officer Amounts to be applied in connection with prepayments made pursuant to this Section shall be applied to the prepayment of the Borrower is delivered pursuant Term Loans in accordance with Section 3.8(a)(ii) and shall be made, first, to subsection 7.2(b)Base Rate Loans and, second, to Eurodollar Loans.
(c) If, at any time during the sum of Revolving Credit Commitment Period, for any reason the Aggregate Outstanding Revolving Credit Extensions Outstanding of Credit then outstanding all the Revolving Lenders exceeds the then aggregate Aggregate Revolving Credit CommitmentsCommitments then in effect, thenor the Aggregate Revolving Credit Outstanding of any Lender exceeds the Revolving Credit Commitment of such Lender then in effect, the Borrower shall, without notice or demand, the Borrower shall promptly immediately prepay the Revolving Credit Loans, in an aggregate amount at least sufficient to eliminate any such excess.
(d) On each date on which the Revolving Credit Loans exceed any borrowing limitations set forth herein, the Borrower shall repay or prepay such principal amount of the outstanding Revolving Credit Loans, if any (together with interest accrued thereon and any amount due under this Section 3.4), as may be necessary so that after such payment the Revolving Credit Loans do not exceed such borrowing limitations. Each such payment or prepayment shall be applied ratably to the Revolving Credit Loans of the Lenders outstanding on the date of payment or prepayment, first, to Base Rate Loans, and, next, to Eurodollar Loans.
(e) Contemporaneously upon receipt of Net Cash Proceeds in excess of $500,000, unless a Default or Event of Default then exists (in which event, Section 3.8 shall be controlling), the Borrower shall pay to the Administrative Agent an amount equal to to: (i) the sum of (x) seventy-five percent (75%) of all Net Cash Proceeds in the aggregate in any Fiscal Year from the disposition of assets whether or not such excess. The Borrower mayassets are Collateral hereunder, subject other than Inventory Collateral and Sold Receivables, plus (y) seventy-five percent (75%) of the Net Cash Proceeds in the aggregate in any Fiscal Year from the disposition of Equipment Collateral, and Properties to the extent such Net Cash Proceeds are not used substantially simultaneously to replace such disposed Equipment Collateral and disposed Properties with new Equipment Collateral, or new Properties, as the case may be, and (ii) seventy-five percent (75%) of the Net Cash Proceeds from the incurrence of Indebtedness. Such payment shall be accompanied by a detailed calculation showing all deductions from gross proceeds in order to arrive at Net Cash Proceeds, as well as amounts used or reserved for the purchase of replacement Equipment Collateral, if applicable. All such payments from Net Cash Proceeds shall be applied, first, (A) pro rata, to either (1) prepay the Term Loans then outstanding, in prepayment of the principal installments thereof in inverse order of maturity, or (2) to deposit such amount into a bank account held by and pledged (as additional collateral for the Loans and any related interest rate swap obligations) to the Agent on behalf of the Term Lenders on terms and conditions of this Agreementdocumentation satisfactory to Agent and its counsel; and (B) next, reborrow as to any remainder, to the amount of any prepayment made under subsection 4.1(c)Revolving Credit Loans.
(cf) The application of any prepayment pursuant to subsection 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsection 4.1(b) (other than Alternate Base Rate Loans) pursuant to this Section 3.4 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under Section 3.11 or 3.15 in connection with such prepayment.
(g) Each prepayment on of any Term Loan shall be subject to any breakage costs for prepayments pursuant to the Master Agreement.
(h) Upon Borrower’s receipt of each Contract Termination Payment (if any), Borrower shall comply with the prepayment or cash security provisions of Section 2.7.
(i) If the Borrower decides to proceed with a public offering of its stock and (1) raises $10,000,000 or more, and (2) after giving effect to the receipt of the net proceeds of such public offering Borrower’s Leverage Ratio is 2.0 or more, Borrower shall then promptly utilize an amount prepaidequal to 25% of Borrower’s Net Cash Proceeds from such offering to pay down the outstanding Revolving Credit Loans.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, time prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, upon at least four three Business Days' irrevocable notice to the Administrative AgentAgent in the case of Eurodollar Loans and on the same Business Day in the case of ABR Loans, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate ABR Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each, provided that, Eurodollar Loans shall be prepaid at the end of the Interest Period applicable thereto only. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected 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 any amounts payable pursuant to subsection 4.12. Partial prepayments of all other Loans and the Letters of Credit shall be applied first, to payment of any Reimbursement Obligations then outstanding, second, to payment of the Loans then outstanding and last, to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Agent. Partial prepayments of Loans shall be in an aggregate principal amount equal to the lesser of (A) $1,000,000 or a whole multiple thereofintegral multiples of $100,000 in excess thereof except as required under subsection 4.4(b) or (B) the aggregate unpaid principal amount of the Loans and outstanding L/C Obligations with respect to which payment is being made.
(b) If on at any date (including any date on which a certificate of a Responsible Officer of time during the Borrower is delivered pursuant to subsection 7.2(b)) the sum of Commitment Period, the Aggregate Outstanding Revolving Credit Extensions with respect to all of Credit then outstanding the Lenders exceeds the aggregate Commitments then aggregate Revolving Credit Commitmentsin effect, thenthe Borrower shall, without notice or demand, make a payment (without regard to the minimum payment requirements set forth in subsection 4.4(a)) in the amount of such excess which payment shall be applied first, to payment of any Reimbursement Obligations then outstanding, second, to payment of the Loans then outstanding, and last, to cash collateralize any outstanding Letter of Credit on terms reasonably satisfactory to the Agent. The application of prepayments of Loans referred to in the preceding sentence shall be made first to ABR Loans and second to Eurodollar Loans.
(c) If on any date the sum of the outstanding Loans and L/C Obligations exceeds the Borrowing Base in effect on such date, the Borrower shall promptly prepay the Revolving Credit Loans in on such date apply an amount equal to such excess. The Borrower may, subject first to prepay the then-outstanding Loans and second, to the terms and conditions of this Agreement, reborrow the amount extent of any remaining excess (after the prepayment made under subsection 4.1(cof the Loans), to cash-collateralize or replace the L/C Obligations, by depositing, in an account with the Agent, in the name of the Agent and for the benefit of the Lenders, an amount in cash equal to such remaining excess.
(cd) The application of any prepayment All amounts owing pursuant to subsection 4.1(b) Loans outstanding and unreimbursed drawings under Letters of Credit shall be made first to Alternate Base Rate Loans become due and second to Eurodollar Loans. Each prepayment of the Loans under subsection 4.1(b) (other than Alternate Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment payable on the amount prepaidTermination Date.
Appears in 1 contract
Samples: Credit Agreement (RBX Corp)
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, time prepay the Revolving Credit Loans, in whole or in part, without premium or penaltypenalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect thereto), upon at least four Business Days' irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. 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.
(b) The Borrower may at any time and from time to time prepay, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days' irrevocable notice to the Administrative Agent specifying the date and amount of prepayment. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the U.S. Dollar Equivalent of which is at least $1,000,000 or a whole an integral multiple of $100,000 in excess thereof.
(bi) If on If, at any date (including time during the Commitment Period, for any date on which a certificate reason the Aggregate Total Outstandings of a Responsible Officer of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the then aggregate Revolving Credit Commitments, thenshall, without notice or demand, the Borrower shall promptly immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in an amounts such that the sum of (A) the aggregate principal amount equal to such excess. The Borrower mayof the Revolving Credit Loans so prepaid and (B) the U.S. Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, subject to the terms and conditions of this Agreement, reborrow equals or exceeds the amount of any prepayment made under subsection 4.1(c)such excess.
(cii) The application If, at any time during the Commitment Period, for any reason either (x) the Aggregate Total Outstandings of any prepayment pursuant to subsection 4.1(ball Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders or (y) shall be made first to Alternate Base Rate the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and second to Eurodollar Loans. (B) the U.S. Dollar Equivalent of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess.
(iii) Each prepayment of the Loans under pursuant to this subsection 4.1(b) (other than Alternate Base Rate Loans3.1(c) shall be accompanied by accrued interest any amounts payable under subsection 3.11 in connection with such prepayment.
(iv) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to the date this subsection 3.1(c) solely as a result of such prepayment fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the amount prepaidlast Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, time prepay the Revolving Credit Loans, in whole or in part, without premium or penaltypenalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect thereto), upon at least four Business Days' irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. 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. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof.
(b) If on [Intentionally omitted].
(i) If, at any date (including time during the Commitment Period, for any date on which a certificate reason the Total Outstandings of a Responsible Officer of all Lenders exceed the Aggregate Commitments then in effect, the Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the then aggregate Revolving Credit Commitments, thenshall, without notice or demand, the Borrower shall promptly immediately prepay the Revolving Credit Loans in an amounts such that the aggregate principal amount equal to such excess. The Borrower may, subject to of the terms and conditions of this Agreement, reborrow Revolving Credit Loans so prepaid equals or exceeds the amount of any prepayment made under subsection 4.1(c)such excess.
(cii) The application of any prepayment pursuant to subsection 4.1(b[Intentionally omitted].
(iii) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under pursuant to this subsection 4.1(b) (other than Alternate Base Rate Loans3.1(c) shall be accompanied by accrued interest to the date of any amounts payable under subsection 3.11 in connection with such prepayment on the amount prepaidprepayment.
(iv) [Intentionally omitted].
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Boston Scientific Corp)
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect theretomay, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, except as set forth in Section 2.6(c), upon at least four five Working Days’ irrevocable notice (in the case of Eurodollar Loans) and three Business Days' ’ irrevocable notice (in the case of Fixed Rate Loans), in each case to the Administrative AgentLender, specifying the date and amount of prepayment prepayment, and whether the prepayment is of Eurodollar Loans, Alternate Base Fixed Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. 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 by the Borrower on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereofof $500,000 in excess thereof and may only be made, if after giving effect thereto, Section 2.13(c) shall not have been contravened.
(b) If on (i) If, at any date time, either (including any date on which a certificate of a Responsible Officer A) the Asset Coverage Ratio of the Borrower is delivered pursuant to subsection 7.2(b)shall be less than the Minimum Permitted Ratio, or (B) the sum aggregate amount of all Indebtedness of the Aggregate Outstanding Revolving Credit Extensions of Credit Borrower (including, without limitation, the Loans made to the Borrower) then outstanding exceeds the then aggregate Revolving Credit Commitmentslimits provided in the Borrower’s Prospectus, then, without notice or demandin each case within thirty-five (35) calendar days thereafter, the Borrower shall promptly prepay the Revolving Credit Loans in an amount equal to such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under subsection 4.1(c).
repay Indebtedness (c) The application of any prepayment pursuant to subsection 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment which may or may not include repayment of the Loans under subsection 4.1(b) (other than Alternate Base Rate Loans) shall be accompanied by accrued interest made to the date of such prepayment on Borrower) to the amount prepaidextent necessary to ensure that the Borrower is in compliance with Section 5.10.
Appears in 1 contract
Samples: Credit Agreement (Kayne Anderson MLP Investment CO)
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect theretoCP Issuer may, in the case of Eurodollar Loanssubject to Section 3.16, or at any time and from time to time, in the case of Alternate Base Rate Loans, prepay the Revolving Credit LoansLoans then outstanding, in whole or in part, without premium or penaltyupon at least three Working Days' irrevocable notice to the Liquidity Agent, in the case of Eurodollar Loans, upon at least four two Business Days' irrevocable notice to the Administrative Liquidity Agent, specifying in the case of C/D Rate Loans and by giving irrevocable notice to the Liquidity Agent not later than 10:00 a.m., New York City time, on the date of such prepayment, in the case of Base Rate Loans, each such notice to specify (i) the date and amount of prepayment and such prepayment, (ii) whether the prepayment is of Eurodollar Loans, Alternate C/D Rate Loans, Base Rate Loans Loans, or a combination thereof, and, if of a combination thereof, the amount of prepayment allocable to eacheach and (iii) the original amount of the Revolving Loan or Revolving Loans which are to be prepaid and the date or dates such Revolving Loan or Revolving Loans were made, provided that the CP Issuer may not both prepay Base Rate Loans under this subsection 5.02(a) and borrow Base Rate Loans on the same day. Upon receipt of any such notice notice, the Administrative Liquidity Agent shall promptly notify each Lender Bank thereof. If any such notice is given, the amount CP Issuer will make the prepayment specified in therein, and such notice prepayment shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments Each partial prepayment of the Loans pursuant to this paragraph (a) shall be in an amount equal to $5,000,000 or a greater whole multiple of $1,000,000; provided that unless the Eurodollar Loans or C/D Rate Loans comprising any Tranche are prepaid in full, no prepayment shall be made in respect of Eurodollar Loans or C/D Rate Loans if, after giving effect to such prepayment, the aggregate principal amount of the Loans comprising any Tranche shall be less than $1,000,000 or a whole multiple thereof5,000,000.
(b) If on any date the CP Issuer makes a prepayment (whether optional or mandatory, including any date on which prepayment made as a certificate of a Responsible Officer result of the Borrower is delivered Loans being declared due and payable prior to their stated maturity pursuant to subsection 7.2(bSection 8.01) in respect of Revolving Loans (other than Base Rate Loans)) the sum , provided that, in accordance with Section 10.12, all payment obligations of the Aggregate Outstanding Revolving Credit Extensions of Credit CP Issuer with respect to Commercial Paper, Loan Notes and LOC Disbursements attributable to Refunding Drawings are then outstanding exceeds the then aggregate Revolving Credit Commitments, then, without notice satisfied or demandprovided for, the Borrower CP Issuer agrees to pay to the Liquidity Agent for the account of each Bank, a prepayment fee in an amount determined by the Liquidity Agent (which determination shall promptly prepay be rebuttable presumptive evidence of the Revolving Credit Loans in amount due) and specified by the Liquidity Agent to the CP Issuer as the excess, if any, of (i) an amount equal to the present value (discounted at the Base Rate in effect on the date of such excess. The Borrower may, subject to prepayment) of the terms and conditions of this Agreement, reborrow the aggregate amount of any prepayment made under subsection 4.1(c).
(c) The application interest which would have accrued at the interest rate in effect in respect of any prepayment pursuant to subsection 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsection 4.1(b) such Revolving Loan (other than Alternate the Base Rate Loans) shall be accompanied by accrued interest to on the date of such prepayment on the principal amount prepaid.of the Revolving Loans being prepaid from the date of such prepayment if such amount had remained outstanding and been repaid on the last day of the Interest Period for such Revolving Loan during which such prepayment was made over (ii) an amount equal to the present value (discounted at the Base Rate in effect on the date of such prepayment) of the aggregate amount of interest which would accrue on the principal amount of the Revolving Loans (other than the Base Rate Loans) so prepaid if such principal amount were invested on the date of such prepayment until the last day of such Interest Period at the Treasury Rate (as hereinafter defined) plus 0.50%. For purposes of this Section 5.02(b), the term "Treasury Rate" shall mean a percentage amount equal to:
Appears in 1 contract
Optional and Mandatory Prepayments. (a) The Subject to Section 2.16, the Borrower may on the last day of any Interest Period with respect theretomay, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, upon at least four three Business Days' irrevocable written notice (in the case of Eurodollar Loans), or one Business Day's irrevocable written notice (in the case of Alternate Base Rate Loans), to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Revolving Credit Loans or Term Loans or a combination thereof, with respect to each such type of Loan, whether such prepayment is of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each. Upon receipt In the case of any a partial prepayment, such notice prepayment shall be in an amount of not less than (i) $3,000,000 or in integral multiples of $1,000,000 (in the Administrative Agent shall promptly notify each Lender thereofcase of Eurodollar Loans); (ii) $1,000,000 or in integral multiples of $500,000 (in the case of Alternate Base Rate Loans); and (iii) $1,000,000 or in integral multiples of $250,000 (in the case of Swingline Loans). If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (x) any amounts payable pursuant to Section 2.16, (y) with respect to Eurodollar Loans, accrued interest to such date on the amount prepaid and (z) any outstanding fees and expenses then due and owing with respect to the amount prepaid. Partial prepayments and optional prepayments of the Revolving Credit Loans shall be applied to such Revolving Credit Loans but shall not reduce the Revolving Credit Commitments unless the Borrower so specifies in an aggregate principal amount of $1,000,000 or a whole multiple thereofits written notice to the Administrative Agent.
(b) If on The Borrower shall, subject to the provisions of Section 8.2.8(b), within five Business Days after receipt by the Borrower or any date (including any date on which a certificate of a Responsible Officer Subsidiary of the Borrower is delivered pursuant Net Cash Proceeds of any Asset Sales (or if committed to subsection 7.2(bbe expended within 365 days, after such 365 days if not so expended)) the sum , make a mandatory prepayment of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the then aggregate Revolving Credit Commitments, then, without notice or demandLoans, the Borrower shall promptly prepay Private Placement Debt and the Revolving Credit Loans Parity Debt pro rata in an amount equal to the Net Cash Proceeds of such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under subsection 4.1(c)Asset Sales not so expended.
(c) The application Borrower shall, within five Business Days of receipt, apply 100% of the net proceeds of insurance and condemnation awards after payment of costs and expense and associated taxes (not applied to the restoration or replacement of like kind assets within 365 days) over an aggregate of $2,500,000 in any prepayment Fiscal Year to prepay the Loans, and if and to the extent required by the express terms thereof the Private Placement Debt and the Parity Debt pro rata (taking into account any premiums that may be due).
(d) Mandatory prepayments of the Loans pursuant to subsection 4.1(bclause (b) or (c) above shall be made applied first to Alternate Base Rate Loans the prepayment of outstanding Term Loans, then to the prepayment of outstanding Swingline Loans, then to the prepayment of outstanding Revolving Credit Loans, and second then to Eurodollar Loans. the prepayment of outstanding LOC Obligations, such mandatory prepayment that is applied to the LOC Obligations to be held as cash collateral therefor pursuant to the terms of Section 2.19.
(e) The Borrower shall prepay the Revolving Credit Obligations as and to the extent required pursuant to Section 8.1.10.
(f) Each prepayment of the Eurodollar Loans under subsection 4.1(b) (other than Alternate Base Rate Loans) pursuant to this Section 2.6 shall be accompanied by payment in full of all accrued interest thereon, to and including the date of such prepayment on prepayment, together with any additional amounts owing pursuant to Section 2.16 and any outstanding fees and expenses due and owing with respect to the amount prepaid.
(g) If at any time the aggregate principal amount of Swingline Loans shall exceed the Swingline Commitment, the Borrower shall immediately make payment on the Swingline Loans in an amount sufficient to eliminate the excess.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, time prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, upon at least four three Business Days' ’ irrevocable notice to the Administrative AgentAgent (in the case of Eurodollar Loans) and at least one Business Day’s irrevocable notice to the Administrative Agent (in the case of Prime Loans), specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate Prime Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each. Upon the 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. Partial prepayments of the Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof.
(b) If on any date (including any date on which a certificate of a Responsible Officer . Amounts to be applied in connection with prepayments made pursuant to this Section shall be applied to the prepayment of the Borrower is delivered pursuant Term Loans in accordance with subsection 4.8(a)(ii) and shall be made, first, to subsection 7.2(b)) Prime Loans and, second, to Eurodollar Loans. If, at any time during the sum of Revolving Credit Commitment Period, for any reason the Aggregate Outstanding Revolving Credit Extensions Outstanding of Credit then outstanding all the Revolving Lenders exceeds the then aggregate Aggregate Revolving Credit CommitmentsCommitments then in effect, thenor the Aggregate Revolving Credit Outstanding of any Lender exceeds the Revolving Credit Commitment of such Lender then in effect, the Borrower shall, without notice or demand, the Borrower shall promptly immediately prepay the Revolving Credit Loans and, to the extent required, cash collateralize Letters of Credit, in each case, in an aggregate amount equal at least sufficient to eliminate any such excess. The If at any fiscal year end commencing on or after June 30, 2009, for which the ratio of Consolidated Funded Debt to Consolidated EBITDA as at the end of such fiscal year was in excess of 2.0 to 1.0, Borrower mayshall, subject within one hundred fifty (150) days of the end of such fiscal year end, apply an amount in prepayment of the Term Loans in inverse order of maturity ratably among each Term Lenders Term Loans equal to the terms and conditions of this Agreement, reborrow the amount fifty (50%) percent of any prepayment made under subsection 4.1(c).
(c) The application Excess Cash Flow in respect of any prepayment pursuant to subsection 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loanssuch fiscal year. Each prepayment of the Loans under pursuant to this subsection 4.1(b) (other than Alternate Base Rate Loans) 4.4 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under subsection 4.11 or 4.15 in connection with such prepayment on the amount prepaidprepayment.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, upon at least four Business Days' irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. 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. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof.
(b) Upon the incurrence or issuance of any Indebtedness pursuant to subsection 8.2(f)(i), the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans, and the Revolving Credit Commitments shall be subject to automatic reduction, in an aggregate amount equal to (i) 50% of the Net Debt Proceeds of such Indebtedness plus (ii) any additional amount necessary to comply with the requirements of subsections 2.4 and 8.1(d).
(c) If on any date (including any date on which a certificate of a Responsible Officer of the Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit plus the aggregate amount of Additional Clawbacks then outstanding plus the aggregate amount of Permitted L/C Obligations then outstanding exceeds the lesser of (i) the then aggregate Revolving Credit CommitmentsCommitments or (ii) the then applicable Incurrence Limitation, then, without notice or demand, the Borrower shall promptly shall, on such date, prepay the Revolving Credit Loans in an amount equal to such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under subsection 4.1(c).
(cd) The application of any prepayment pursuant to subsection subsections 4.1(b) and (c) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsection subsections 4.1(b) and (c) (other than Alternate Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.
Appears in 1 contract
Samples: Credit Agreement (Leviathan Gas Pipeline Partners L P)
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, upon at least four one Domestic Business Days' irrevocable Day's notice to the Administrative Agent, specifying prepay the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate Loans (or a combination thereofany Money Market Borrowing bearing interest at the Base Rate by reason of clause (a) of Section 8.01) in whole at any time, andor from time to time in part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000, if by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Base Rate Loans of the several Banks (or the Money Market Loans included in such Money Market Borrowing).
(b) Subject to Section 2.14, the Borrower may, upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, in the case of a combination thereofGroup of Euro-Dollar Loans, prepay the Loans comprising such a Group, in whole at any time, or from time to time in part in amounts aggregating $1,000,000 (or $5,000,000, in the case of a Group of Base Rate Loans) or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group.
(c) In connection with any substitution of Banks pursuant to Section 8.06, the Borrower may prepay the Loans of the Bank being replaced, as provided in clause (ii) of Section 8.06.
(d) Except as provided in Sections 2.06 and 2.12(a), the Borrower may not prepay all or any portion of the principal amount allocable of any Money Market Loan prior to each. the maturity thereof.
(e) Upon receipt of any such a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Lender thereof. If any Bank of the contents thereof and of such notice is given, the amount specified in Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be due and payable on revocable by the date specified therein. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereofBorrower.
(b) If on any date (including any date on which a certificate of a Responsible Officer of the Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the then aggregate Revolving Credit Commitments, then, without notice or demand, the Borrower shall promptly prepay the Revolving Credit Loans in an amount equal to such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under subsection 4.1(c).
(c) The application of any prepayment pursuant to subsection 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsection 4.1(b) (other than Alternate Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.
Appears in 1 contract
Samples: Credit Agreement (Foot Locker Inc)
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, time prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, upon at least four three (3) Business Days' ’ irrevocable notice to the Administrative AgentAgent (in the case of Eurodollar Loans) and at least one Business Day’s irrevocable notice to the Administrative Agent (in the case of Prime Loans), specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate Prime Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each. Upon the 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. Partial prepayments of the Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof.
(b) If on any date (including any date on which a certificate of a Responsible Officer Amounts to be applied in connection with prepayments made pursuant to this Section shall be applied to the prepayment of the Borrower is delivered pursuant to Term Loans in accordance with subsection 7.2(b4.8(a)(ii).
(a) [Reserved].
(b) [Reserved].
(c) If, at any time during the sum of Revolving Credit Commitment Period, for any reason the Aggregate Outstanding Revolving Credit Extensions Outstanding of Credit then outstanding all the Revolving Lenders exceeds the then aggregate Aggregate Revolving Credit CommitmentsCommitments then in effect, thenor the Aggregate Revolving Credit Outstanding of any Lender exceeds the Revolving Credit Commitment of such Lender then in effect, the Borrower shall, without notice or demand, the Borrower shall promptly immediately prepay the Revolving Credit Loans and, to the extent required, cash collateralize Letters of Credit, in each case, in an aggregate amount at least sufficient to eliminate any such excess.
(d) If any Loan Party receives any Extraordinary Receipts consisting of property or casualty insurance proceeds, then, subject to clause (x) of the proviso below, to the extent such Extraordinary Receipts exceed $5,000,000 in the aggregate during the term of this agreement, Borrower shall repay the Loans in an amount equal to the amount of such excessExtraordinary Receipts received in excess of such amount, such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such Extraordinary Receipts, and until the date of payment, such proceeds shall be held in trust for the benefit of the Administrative Agent and the Lenders; provided, that, (x) if an Event of Default has occurred and is continuing at the time any Loan Party receives such Extraordinary Receipts, the Borrowers shall be required to repay the Loans in an amount equal to one hundred percent (100%) of such Extraordinary Receipts received and (ii) if the Borrower reasonably expects any Extraordinary Receipts consisting of property or casualty insurance proceeds received as a result of a loss or casualty to a capital asset to be reinvested within one hundred eighty (180) days to repair or replace such assets with like assets, the Borrower shall deliver the insurance proceeds to the Administrative Agent to be applied to the Revolving Credit Loans and the Administrative Agent shall establish a reserve against available funds for borrowing purposes under the Revolving Credit Loans for such amount, until such time as such insurance proceeds have been re-borrowed or applied to other Obligations as set forth herein. The If the Borrower so elects to deliver such insurance proceeds to the Administrative Agent, the Borrower may, subject to the terms so long as no Event of Default shall have occurred and conditions of this Agreementbe continuing, reborrow such insurance proceeds only for such repair or replacement described in the immediately preceding sentence. If the Borrower fails to reinvest such insurance proceeds within one hundred eighty (180) days, the Borrower hereby authorizes the Administrative Agent and Lenders to make an advance of Revolving Credit Loans in the amount of any prepayment made under subsection 4.1(cthe remaining reserve to repay the Obligations in the manner set forth in the second sentence of this Section 4.4(e)..
(ce) The application of any prepayment pursuant to subsection 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under pursuant to this subsection 4.1(b) (other than Alternate Base Rate Loans) 4.4 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under subsection 4.11 or 4.15 in connection with such prepayment on the amount prepaid.prepayment.
Appears in 1 contract
Samples: Credit Agreement (Napco Security Technologies, Inc)
Optional and Mandatory Prepayments. (a) The Each Borrower may on at any time and from time to time prepay (in the last day of any Interest Period with respect theretorelevant currency) its Revolving Credit Loans (subject, in the case of Eurodollar Loans, or at any time CDOR Loans and from time Money Market Loans to time, in compliance with the case terms of Alternate Base Rate Loans, prepay the Revolving Credit LoansSection 2.2(e) and Section 2.13), in whole or in part, without premium or penalty, upon at least four three (3) Business Days' ’ irrevocable notice from such Borrower to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate ABR Loans, Cdn Prime Loans, CDOR Loans, Money Market Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of any such notice of prepayment, 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 any amounts payable pursuant to Section 2.13. Partial Subject to Section 2.2(e), partial prepayments shall be in an aggregate principal amount of $1,000,000 500,000 (if prepaying Dollar-Denominated Loans) or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) or a whole multiple thereofof $100,000 or C$100,000 (as the case may be) in excess thereof (or, if less, the aggregate outstanding principal amount of the Revolving Credit Loans).
(b) If If, as of 10:00 A.M. Toronto time on the last Business Day of any date (including any date on which a certificate of a Responsible Officer of the Borrower is delivered pursuant to subsection 7.2(b)) calendar month, the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding of all of the Lenders exceeds the aggregate Commitments then aggregate Revolving Credit Commitmentsin effect, then the Borrowers shall prepay the Loans (to be applied to such Loans and in any order designated by the Borrowers, or if not so designated, first to the Dollar-Denominated Loans and then, without notice if necessary, to the Cdn Dollar-Denominated Loans) or demandterminate or replace Letters of Credit by not later than 12:00 Noon, Toronto time, on such day, to the extent required so that, after giving effect to such prepayments, terminations or replacements, the Borrower sum of the Aggregate Outstanding Revolving Extensions of Credit of all the Lenders does not exceed the aggregate Commitment then in effect. Each prepayment pursuant to this paragraph shall promptly prepay be made in accordance with the Revolving Credit Loans in an amount equal provisions of Section 2.3(a) relating to such excessoptional prepayments (other than the giving of notices thereunder). The Borrower mayAdministrative Agent shall, subject as soon as practicable after 10:00 A.M. Toronto time on the last day of any calendar month, give to the terms Borrowers and conditions the Lenders notice of this Agreement, reborrow the amount of any prepayment required to be made under subsection 4.1(c).
(c) pursuant to this paragraph. The application determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. However, the failure of the Administrative Agent to provide any such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to subsection 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsection 4.1(b) (other than Alternate Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidthis paragraph.
Appears in 1 contract
Samples: Credit Agreement (Kimco Realty Corp)
Optional and Mandatory Prepayments. (a) The Borrower Company may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate time prepay Revolving Credit Loans, prepay the Revolving Credit Swing Line Loans and/or Term Loans, in whole or in part, without premium or penalty, upon at least four three Business Days' irrevocable notice to the Administrative AgentAgent (in the case of Eurodollar Loans) and at least one Business Day's irrevocable notice to the Administrative Agent (in the case of Base Rate Loans), specifying the date and amount of prepayment prepayment, which Class of Loans will be prepaid, and whether the prepayment is of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided, the Swing Line Loans may be prepaid without prior notice. Upon the 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 any amounts payable pursuant to Section 6.12. Partial prepayments of Loans of any Class shall be in an aggregate principal amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of the Swing Line Loans shall be in aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof.
(b) The Borrowers may at any time and from time to time prepay, without premium or penalty, the Multicurrency Loans, in whole or in part, upon at least three Business Days' irrevocable notice to the Administrative Agent specifying the date and amount of prepayment. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount of which the U.S. Dollar Equivalent is at least $5,000,000.
(i) If, at any date time during the Revolving Credit Commitment Period, for any reason the Aggregate Committed Outstandings of all Revolving Credit Lenders exceed the Aggregate Revolving Credit Commitments then in effect, (including any date on which a certificate of a Responsible Officer of the Borrower is delivered pursuant to subsection 7.2(b)A) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the then aggregate Revolving Credit Commitments, thenCompany shall, without notice or demand, immediately prepay the Borrower shall promptly Swing Line Loans and the Revolving Credit Loans and/or (B) the Borrowers shall, without notice or demand, immediately prepay the Multicurrency Loans such that the sum of (I) the aggregate principal amount of the Swing Line Loans and the Revolving Credit Loans so prepaid and (II) the U.S. Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess.
(ii) If, at any time during the Revolving Credit Commitment Period, for any reason either (A) the Aggregate Committed Outstandings of all Multicurrency Lenders exceed the aggregate Revolving Credit Commitments of the Multicurrency Lenders or (B) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments, (I) the Company shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or, as applicable, (II) the Borrowers shall, without notice or demand, immediately prepay Multicurrency Loans in amounts such that the sum of (x) the aggregate principal amount of the Revolving Credit Loans so prepaid and (y) the U.S. Dollar Equivalent of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess.
(d) Unless the Required Prepayment Lenders and the Required Lenders shall otherwise agree, if any Capital Stock or Indebtedness (other than Indebtedness permitted by paragraphs (a) through (c), paragraphs (e) through (g) and paragraph (i) of Section 10.05 as in effect prior to the Covenant Transition Date) shall be issued or incurred by the Company or any of its Subsidiaries at any time after November 30, 1997, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such excess. The Borrower mayissuance or Incurrence toward the prepayment of the Term Loans as set forth in Section 6.08(b); provided, subject that, notwithstanding the foregoing:
(i) on the Business Day immediately preceding the Initial Revolving Credit Funding Date (or on such earlier date as the Company shall elect), the Company shall reduce the Term Loan Commitments (in the same order as prepayments of the Term Loans are to be applied pursuant to Section 6.08(b)) by an amount equal to (A) the Net Cash Proceeds received by the Company from the issuance on December 1, 1997 of the $500,000,000 aggregate liquidation amount of 7% Trust Convertible Preferred Securities and (B) the Net Cash Proceeds of any subsequent issuance prior to the terms Initial Revolving Credit Funding Date of Capital Stock yielding Gross Cash Proceeds in an amount which, together with the Gross Cash Proceeds of all prior such issuances during the Reduction Period, aggregates less than $875,000,000;
(ii) if subsequent to December 1, 1997 and conditions prior to the Initial Term Loan Funding Date the Company receives Gross Cash Proceeds from the issuance of this Agreementits Capital Stock in an amount which, reborrow together with the amount of Gross Cash Proceeds received in all prior Capital Stock issuance transactions consummated during the Reduction Period, aggregates $875,000,000 or more, the Company may, on the Business Day immediately preceding the Initial Revolving Credit Funding Date (or on such earlier date as the Company shall elect), reduce the Senior Subordinated Bridge Loan Commitments by an aggregate amount up to the amount of the Net Cash Proceeds of such subsequent issuance, and the Term Loan Commitments shall be reduced, in the same order as prepayments of the Term Loans are to be applied pursuant to Section 6.08(b), by an amount equal to the excess of such Net Cash Proceeds over the amount by which the Company has reduced the Senior Subordinated Bridge Loan Commitments pursuant to this clause) (such reduction of the Term Loan Commitments to occur simultaneously with any prepayment made under subsection 4.1(creduction of the Senior Subordinated Bridge Loan Commitments and in any event not later than the Business Day immediately preceding the Initial Revolving Credit Funding Date).;
(ciii) The application if on or after the Initial Term Loan Funding Date the Company receives Gross Cash Proceeds from the issuance of any prepayment pursuant its Capital Stock in an amount which, together with the amount of Gross Cash Proceeds received in the prior Capital Stock issuance transactions consummated during the Reduction Period, aggregates $875,000,000 or more, the Company may apply the Net Cash Proceeds of such issuance to subsection 4.1(b) prepay the Senior Subordinated Debt, and the remainder of such Net Cash Proceeds not so applied shall be made first applied on the date of receipt thereof to Alternate Base Rate prepay the Term Loans and second to Eurodollar Loans. Each prepayment as set forth in Section 6.08(b);
(iv) Net Cash Proceeds of the Loans under subsection 4.1(b) Subordinated Debt (other than Alternate Base Rate LoansSenior Subordinated Debt) shall be accompanied by accrued interest issued prior to the date of such prepayment repayment in full of the Interim Term Loans and the Senior Subordinated Debt shall be applied on the amount prepaid.date of receipt thereof toward the prepayment of the Interim Term Loans or, at the Company's option (if no Default or Event of Default is in existence), the Senior Subordinated Debt, and after the repayment in full of the Interim Term Loans, the Company shall not be required to apply proceeds of Subordinated Debt toward prepayment of the Loans;
(v) the Company shall not be required to make mandatory prepayments with the proceeds of Capital Stock issued to employees pursuant to stock option plans or similar arrangements, or Capital Stock issued as consideration for acquisitions made by the Company and its Subsidiaries; (vi) after the Interim Term Loans have been repaid in full, the Company shall not be required to make mandatory prepayments with proceeds of issuances by the Company of Capital Stock or Subordinated Debt, and the Company may use such Net Cash Proceeds to prepay the Senior Subordinated Debt or for other corporate purposes to the extent not prohibited hereunder; and
Appears in 1 contract
Samples: Second Amended and Restated Credit Agreement (Federal Mogul Corp)
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, time prepay the Revolving Credit Loans, in whole or in part, without premium or penaltypenalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect thereto), upon at least four Business Days' ’ irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. 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. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or a whole an integral multiple of $100,000 in excess thereof.
(b) If on The Borrower may at any date time and from time to time prepay, without premium or penalty (including other than any date on which a certificate of a Responsible Officer of the Borrower is delivered amounts payable pursuant to subsection 7.2(b3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(i) If, at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess.
(ii) If, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments, (3) the sum of the Aggregate Outstanding Revolving Credit Extensions Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit then outstanding denominated in currencies other than Dollars, exceeds the then aggregate Revolving Multicurrency Commitments or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit Commitmentsdenominated in currencies other than Dollars exceeds, thenin the aggregate, $200,000,000, the Borrower shall, without notice or demand, the Borrower shall promptly immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in an amount equal to amounts such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of that any prepayment made under subsection 4.1(c)such excess is eliminated.
(ciii) The application of any prepayment pursuant to subsection 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under pursuant to this subsection 4.1(b) (other than Alternate Base Rate Loans3.1(c) shall be accompanied by accrued interest any amounts payable under subsection 3.11 in connection with such prepayment.
(iv) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to the date this subsection 3.1(c) solely as a result of such prepayment fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the amount prepaidlast Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 1 contract
Samples: Revolving Credit Agreement (Boston Scientific Corp)
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, prepay the Revolving Credit Loans, the Term Loans, or both, in whole or in part, without premium or penalty, upon at least four Business Days' irrevocable notice to the Administrative Agent, specifying (i) the date and amount of prepayment and prepayment, (ii) whether the prepayment is of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each, and (iii) whether the prepayment is of Revolving Credit Loans, Term Loans, or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of any such notice the Administrative Agent shall promptly notify each Applicable Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, with accrued interest to such date on the amount prepaid in the case of prepayment of the Term Loans. Partial prepayments (x) of Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof, and (y) of Term Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.
(b) If on any date (including any date on which a certificate of a Responsible Officer of the Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding aggregate Revolving Credit Extensions of Credit Exposure then outstanding exceeds the then aggregate Revolving Credit Commitments, then, without notice or demand, the Borrower shall promptly prepay the Revolving Credit Loans in an amount equal to such excess. The .
(i) At any time the Borrower mayor any Subsidiary of the Borrower shall receive Net Proceeds from a Recovery Event (excluding a Channel Recovery Event) or Asset Sale then, subject unless a Reinvestment Notice shall be delivered in respect thereof, the Borrower shall repay the Loans within 5 Business Days after the date such proceeds were received in an amount equal to 100% of such Net Proceeds as provided in Section 4.1(d), provided, that notwithstanding the foregoing, on each Reinvestment Prepayment Date, the Borrower shall repay the Loans within 5 Business Days after such date in an amount equal to the terms and conditions of this Agreement, reborrow Reinvestment Prepayment Amount with respect to the amount of any prepayment made under subsection 4.1(crelevant Recovery Event or Asset Sale as provided in Section 4.1(d).
(cii) The application At any time after the Closing Date that EPN or any of its Restricted Subsidiaries shall receive Net Proceeds from any prepayment issuance or sale of Equity Interests or debt securities issued pursuant to subsection 4.1(b) existing or future EPN indentures by EPN or any of its Restricted Subsidiaries, the Borrower shall be made first repay the Loans within 5 Business Days after the date such proceeds were received in an amount equal to Alternate Base Rate Loans and second to Eurodollar Loans. Each 100% of such Net Proceeds as provided in Section 4.1(d), provided, that the prepayment of the Loans under subsection shall not be required (x) so long as on the most recent Quarterly Date the Leverage Ratio for the Calculation Period ending on such date was less than 4.00:1.00 or (y) as provided in Section 4.1(e).
(iii) At any time the General Partner, the Limited Partner, the Borrower or any Subsidiary of the Borrower shall receive Net Proceeds from any Purchase Price Adjustment, the Borrower shall repay the Loans within 5 Business Days after the date such proceeds were received in an amount equal to 100% of such Net Proceeds as provided in Section 4.1(d).
(d) (i) Amounts of any prepayments made in accordance with Section 4.1(b) or (other than Alternate Base Rate Loansc) shall be accompanied by accrued interest applied (A) first, toward the repayment of Term Loans then outstanding and (B) second, to the date extent in excess thereof, as a permanent reduction to the Revolving Credit Commitments in accordance with Section 2.6(b), and (C) third, after payment in full of the Revolving Credit Loans and Reimbursement Obligations outstanding, as Cover for the L/C Obligations in an amount of such prepayment on the amount prepaidremaining excess.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, time prepay the outstanding Revolving Credit Loans, in whole or in part, without premium or penaltypenalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Loans and is made on a day other than the last day of the Interest Period with respect thereto), upon at least four Business Days' ’ irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar LIBOR Loans, Alternate Base Rate Loans or ABR Loans, a combination thereof, and, if of a combination thereof, the amount allocable to each. 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 by the Borrower on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Revolving Credit Loans denominated in Dollars shall be in an aggregate principal amount of at least $5,000,000 or an integral multiple of $1,000,000 or a whole multiple in excess thereof.
(bi) If on If, at any date (including time during the Commitment Period, for any date on which a certificate reason the Aggregate Revolving Credit Outstandings of a Responsible Officer of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the then aggregate Revolving Credit Commitments, thenshall, without notice or demand, the Borrower shall promptly immediately prepay the Revolving Credit Loans in an amount equal to such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow that equals or exceeds the amount of any prepayment made under such excess (or, in the case of L/C Obligations after all Loans have been prepaid, cash collateralize such L/C Obligations in accordance with the provisions of subsection 4.1(c4.8).
(cii) The application If, at the end of any prepayment pursuant to month during the Commitment Period, for any reason either (A) the Aggregate Multicurrency Outstandings exceed 105% of the Aggregate Multicurrency Commitments or (B) the L/C Obligations exceed the L/C Commitment, the Borrower shall, without notice or demand, immediately prepay the Multicurrency Loans and/or cash collateralize the L/C Obligations in accordance with the provisions of subsection 4.1(b4.8, as the case may be, in amounts such that any such excess is eliminated.
(iii) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under pursuant to this subsection 4.1(b) (other than Alternate Base Rate Loans3.1(b) shall be accompanied by accrued interest to the date of any amounts payable under subsection 3.11 in connection with such prepayment on the amount prepaidprepayment.
Appears in 1 contract
Samples: Credit Agreement (Henry Schein Inc)
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, time prepay the Revolving Credit Loans, in whole or in part, without premium or penaltypenalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect thereto), upon at least four Business Days' ’ irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. 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. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or a whole an integral multiple of $100,000 in excess thereof.
(b) If on The Borrower may at any date time and from time to time prepay, without premium or penalty (including other than any date on which a certificate of a Responsible Officer of the Borrower is delivered amounts payable pursuant to subsection 7.2(b3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(i) If, at any time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess.
(ii) If, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments, (3) the sum of the Aggregate Outstanding Revolving Credit Extensions Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit then outstanding denominated in currencies other than Dollars, exceeds the then aggregate Revolving Multicurrency Commitments or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit Commitmentsdenominated in currencies other than Dollars exceeds, thenin the aggregate, $600,000,000, the Borrower shall, without notice or demand, the Borrower shall promptly immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in an amount equal to amounts such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of that any prepayment made under subsection 4.1(c)such excess is eliminated.
(ciii) The application of any prepayment pursuant to subsection 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under pursuant to this subsection 4.1(b) (other than Alternate Base Rate Loans3.1(c) shall be accompanied by accrued interest any amounts payable under subsection 3.11 in connection with such prepayment.
(iv) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to the date this subsection 3.1(c) solely as a result of such prepayment fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the amount prepaidlast Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 1 contract
Samples: Multi Year Revolving Credit Agreement (Boston Scientific Corp)
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect theretomay, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, prepay the Revolving Credit Loans, in whole or in part, without premium or penaltypenalty (except, with respect to Eurodollar Loans that are prepaid on a date other than the last day of the Interest Period with respect thereto, as provided under subsection 4.11), upon (in the case of prepayments of Eurodollar Loans) at least four two Business Days' irrevocable notice to the Administrative AgentAgent and upon (in the case of prepayments of ABR Loans) irrevocable notice to the Administrative Agent prior to 11:00 A.M., New York City time, on the date of such prepayment, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected 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 any amounts payable pursuant to subsection 4.11 in connection therewith. Partial prepayments under this subsection 4.1(a) shall be in an aggregate principal amount of $1,000,000 10,000,000 or a whole multiple of $1,000,000 in excess thereof.. 58
(b) If on If, at any date (including any date on which a certificate of a Responsible Officer of time prior to the Collateral Release Date, the Aggregate Revolving Credit Outstandings at such time exceed the Borrowing Base at such time, the Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the then aggregate Revolving Credit Commitments, thenshall, without notice or demand, immediately repay the Revolving Credit Loans and/or Swing Line Loans in an aggregate principal amount equal to the lesser of (i) the amount of such excess and (ii) the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding, together with interest accrued to the date of such payment or prepayment on the principal so prepaid and any amounts payable under subsection 4.11 in connection therewith. To the extent that after giving effect to any prepayment of the Revolving Credit Loans and Swing Line Loans required by the preceding sentence, the Aggregate Revolving Credit Outstandings at such time exceed the Borrowing Base at such time, the Borrower shall, without notice or demand, immediately deposit in a Cash Collateral Account upon terms reasonably satisfactory to the Administrative Agent an amount equal to the lesser of (i) the aggregate then outstanding Bilateral Option Loans, CAF Advances and L/C Obligations and (ii) the amount of such remaining excess. The Administrative Agent shall promptly apply any cash deposited in the Cash Collateral Account (to the extent thereof) to repay each Bilateral Option Loan on the date such Bilateral Option Loan becomes due, to repay on each CAF Advance Maturity Date to occur thereafter the CAF Advances which become due on such CAF Advance Maturity Dates and/or to pay any Reimbursement Obligations which become due thereafter, provided that the Administrative Agent shall release to the Borrower (x) from time to time such portion of the amount on deposit in the Cash Collateral Account which is equal to the amount by which the Borrowing Base at such time plus the amount on deposit in the Cash Collateral Account exceeds the Aggregate Revolving Credit Outstandings at such time and (y) all amounts on deposit in the Cash Collateral Account on the Collateral Release Date. "Cash Collateral Account" means an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the right of withdrawal for application in accordance with this subsection 4.1(b). The Borrower shall also prepay the Revolving Credit Loans in an amount equal to such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under extent required to comply with subsection 4.1(c)3.23.
(c) The application of any prepayment pursuant to subsection 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsection 4.1(b) (other than Alternate Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.
Appears in 1 contract
Samples: Credit Agreement (Kmart Corp)
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, time prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, upon at least four three Business Days' ’ irrevocable notice to the Administrative AgentAgent (in the case of Eurodollar Loans) and at least one Business Day’s irrevocable notice to the Administrative Agent (in the case of ABR Loans), specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate ABR Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each. Upon the 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. Partial prepayments of the Loans shall be in an aggregate principal amount of $1,000,000 2,500,000 or a whole multiple of $1,000,000 in excess thereof.
(b) If on If, at any date (including time during the Revolving Credit Commitment Period, for any date on which a certificate reason the Aggregate Revolving Credit Outstanding of a Responsible Officer all Lenders exceeds the Aggregate Revolving Credit Commitments then in effect, or the Aggregate Revolving Credit Outstanding of any Lender exceeds the Revolving Credit Commitment of such Lender then in effect, the Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the then aggregate Revolving Credit Commitments, thenshall, without notice or demand, the Borrower shall promptly immediately prepay the Revolving Credit Loans in an aggregate principal amount equal at least sufficient to eliminate any such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under subsection 4.1(c).
(c) The application of any prepayment pursuant to subsection 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under pursuant to this subsection 4.1(b) (other than Alternate Base Rate Loans) 4.4 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under subsection 4.11 or 4.15 in connection with such prepayment on prepayment.
(d) The Revolving Credit Loans shall be prepaid and the Letters of Credit shall be cash collateralized or replaced to the extent such Extensions of Credit at any time exceed the amount prepaidof the Revolving Credit Commitments.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) The Borrower Borrowers may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, time prepay the Revolving Credit Loans, in whole or in part, without premium or penaltypenalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect thereto), upon at least four Business Days' ’ irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. 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. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or a whole an integral multiple of $100,000 in excess thereof.
(b) If on The Borrower may at any date time and from time to time prepay, without premium or penalty (including other than any date on which a certificate of a Responsible Officer of the Borrower is delivered amounts payable pursuant to subsection 7.2(b3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days’ irrevocable notice to the Administrative Agent specifying the date and amount of prepayment. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(c) If at any time during the Commitment Period, for any reason the Aggregate Total Revolving Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess.
(i) If, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Revolving Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments, (3) the sum of the Aggregate Outstanding Revolving Credit Extensions Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit then outstanding denominated in currencies other than Dollars, exceeds the then aggregate Revolving Multicurrency Commitments or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit Commitmentsdenominated in currencies other than Dollars exceeds, thenin the aggregate, $800,000,000, the Borrower shall, without notice or demand, the Borrower shall promptly immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in an amount equal to amounts such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of that any prepayment made under subsection 4.1(c)such excess is eliminated.
(cii) The application of any prepayment pursuant to subsection 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under pursuant to this subsection 4.1(b) (other than Alternate Base Rate Loans3.1(c) shall be accompanied by accrued interest any amounts payable under subsection 3.11 in connection with such prepayment.
(iii) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to the date this subsection 3.1(c) solely as a result of such prepayment fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the amount prepaidlast Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, time prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, upon at least four three Business Days' ’ irrevocable notice to the Administrative AgentAgent (in the case of Eurodollar Loans) and at least one Business Day’s irrevocable notice to the Administrative Agent (in the case of ABR Loans), specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate ABR Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each. Upon the 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. Partial prepayments of the Loans shall be in an aggregate principal amount of $1,000,000 2,500,000 or a whole multiple of $1,000,000 in excess thereof.
(b) If any Capital Stock shall be issued by the Borrower (excluding (i) any Capital Stock issued or sold to directors, officers, employees or consultants of the Borrower or any Subsidiary pursuant to benefit plans established by the Borrower or any Subsidiary, (ii) any Capital Stock issued as a dividend or distribution on Capital Stock or (iii) any Capital Stock issued as consideration for an acquisition, strategic relationship or partnership), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans as set forth in subsection 4.4(e).
(c) If any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with subsection 8.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans as set forth in subsection 4.4(e).
(d) If on any date (including the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date on which a certificate of a Responsible Officer toward the prepayment of the Borrower is delivered Term Loans as set forth in subsection 4.4(e); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in subsection 4.4(e); and provided, further, that no Net Cash Proceeds from any Asset Sale or Recovery Event shall be applied toward the prepayment of the Term Loans until such time as the aggregate Net Cash Proceeds from Asset Sales or Recovery Events after the Effective Date exceeds $75,000,000.
(e) Amounts to be applied in connection with prepayments made pursuant to subsection 7.2(b4.4(b), (c) and (d) shall be applied to the sum prepayment of the Aggregate Outstanding Term Loans in accordance with subsection 4.8(a)(ii) and shall be made, first, to ABR Loans and, second, to Eurodollar Loans.
(f) If, at any time during the Revolving Credit Extensions Commitment Period, for any reason the Aggregate Revolving Credit Outstanding of Credit then outstanding all the Revolving Lenders exceeds the then aggregate Aggregate Revolving Credit CommitmentsCommitments then in effect, thenor the Aggregate Revolving Credit Outstanding of any Lender exceeds the Revolving Credit Commitment of such Lender then in effect, the Borrower shall, without notice or demand, the Borrower shall promptly immediately prepay the Revolving Credit Loans and, to the extent required, cash collateralize Letters of Credit in an aggregate amount equal at least sufficient to eliminate any such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under subsection 4.1(c).
(cg) The application of any prepayment pursuant to subsection 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under pursuant to this subsection 4.1(b) (other than Alternate Base Rate Loans) 4.4 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under subsection 4.11 or 4.15 in connection with such prepayment on the amount prepaidprepayment.
Appears in 1 contract
Samples: Credit Agreement (Nbty Inc)
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, time prepay the Revolving Credit LoansTerm Loans made to it, in whole or in part, subject to subsection 3.12, without premium or penalty, upon at least four three Business Days' ’ irrevocable notice by the Borrower to the Administrative AgentAgent (in the case of Eurocurrency Loans), specifying and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (in the case of ABR Loans). Such notice shall specify (i) the date and amount of prepayment prepayment, and (ii) whether the prepayment is of Eurodollar Eurocurrency Loans, Alternate Base Rate ABR Loans or a combination thereof, and, if of a combination thereof, the principal amount allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected 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 (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 3.12 and accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Term Loans in such order as the Borrower may direct. Partial prepayments pursuant to this subsection 3.4(a) shall be in an aggregate principal amount multiples of $1,000,000 or a whole multiple thereof1.0 million; provided that, notwithstanding the foregoing, the Term Loans may be prepaid in their entirety.
(b) If on any On or before the date (including any date on which a certificate that is ten Business Days after the 105th day following the end of a Responsible Officer each fiscal year of the Borrower is delivered pursuant to subsection 7.2(bBorrower, beginning with the first such fiscal year ending on or after December 31, 2008 (each, an “ECF Payment Date”)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the then aggregate Revolving Credit Commitments, then, without notice or demand, the Borrower shall promptly shall, in accordance with subsection 3.4(d) and 3.4(e), prepay the Revolving Credit Term Loans in an amount equal to such excess. The Borrower may(A)(x) the ECF Percentage of (i) the Borrower’s Excess Cash Flow for the immediately preceding fiscal year minus (ii) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), subject and any loans under the other Credit Facilities prepaid and, in the case of loans under the Revolving Facility and the ABL Facility, to the terms extent accompanied by a corresponding permanent commitment reduction under such facility, in each case during such fiscal year, excluding any such prepayments funded with proceeds from the Incurrence of long-term Indebtedness, minus (y) the aggregate principal amount of Term Loans prepaid pursuant to subsection 3.4(a), and conditions any loans under the other Credit Facilities prepaid and, in the case of loans under the Revolving Facility and the ABL Facility, to the extent accompanied by a corresponding permanent commitment reduction under such facility, in each case since the end of such fiscal year and on or prior to such ECF Payment Date, excluding any such prepayments funded with proceeds from the Incurrence of long-term Indebtedness (in the case of this Agreementclause (y), reborrow without duplication of any amount thereof previously deducted in any calculation pursuant to this subsection 3.4(b) for any prior ECF Payment Date) (the amount described in this clause (A) the “ECF Prepayment Amount”) minus (B) the portion of such ECF Prepayment Amount applied (to the extent the Borrower or any prepayment made Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase other Indebtedness constituting Additional Indebtedness on a pro rata basis with the Term Loans. For the avoidance of doubt, for purposes of this subsection 3.4(b), proceeds from the Incurrence of long-term Indebtedness shall not be deemed to include proceeds from the Incurrence of Indebtedness under subsection 4.1(c)the Revolving Facility, any Special Purpose Financing or any other revolving credit or working capital financing.
(c) The application of any prepayment pursuant Borrower shall, in accordance with subsection 3.4(d) and 3.4(e), prepay the Term Loans to the extent required by subsection 7.4(b)(ii) (subject to subsection 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsection 4.1(b) (other than Alternate Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid7.4(c)).
Appears in 1 contract
Samples: Term Loan Credit Agreement (Great North Imports, LLC)
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, time prepay the Revolving Credit Loans, in whole or in part, without premium or penaltypenalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day other than the last day of the Interest Period with respect thereto), upon at least four Business Days' irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. 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.
(b) The Borrower may at any time and from time to time prepay, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a day other than the last day of the Interest Period with respect thereto), the Multicurrency Loans, in whole or in part, upon at least three Business Days' irrevocable notice to the Administrative Agent specifying the date and amount of prepayment. Upon the receipt of any such notice, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $1,000,000 or a whole an integral multiple of $100,000 in excess thereof.
(bi) If on If, at any date time during the Commitment Period, for any reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans in amounts such that the sum of (including any date on which a certificate of a Responsible Officer A) the aggregate principal amount of the Borrower is delivered pursuant to subsection 7.2(b)Revolving Credit Loans so prepaid and (B) the Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess.
(ii) If, at any time during the Commitment Period, for any reason either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders, (2) the Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency Commitments, (3) the sum of the Aggregate Outstanding Revolving Credit Extensions Multicurrency Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding principal amount of Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations attributable to Letters of Credit then outstanding denominated in currencies other than Dollars, exceeds the then aggregate Revolving Multicurrency Commitments or (4) the Dollar Equivalent of all L/C Obligations attributable to Letters of Credit Commitmentsdenominated in currencies other than Dollars exceeds, thenin the aggregate, $600,000,000, the Borrower shall, without notice or demand, the Borrower shall promptly immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize the L/C Obligations in an amount equal to amounts such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of that any prepayment made under subsection 4.1(c)such excess is eliminated.
(ciii) The application of any prepayment pursuant to subsection 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under pursuant to this subsection 4.1(b) (other than Alternate Base Rate Loans3.1(c) shall be accompanied by accrued interest any amounts payable under subsection 3.11 in connection with such prepayment.
(iv) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to the date this subsection 3.1(c) solely as a result of such prepayment fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the amount prepaidlast Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
(d) [Intentionally omitted].
Appears in 1 contract
Samples: Revolving Credit Agreement (Boston Scientific Corp)
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, time prepay the outstanding Revolving Credit Loans or Swingline Loans, in whole or in part, without premium or penaltypenalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Loans and is made on a day other than the last day of the Interest Period with respect thereto), (i) upon at least four Business Days' ’ irrevocable notice to the Administrative AgentAgent in the case of Revolving Credit Loans and (ii) in the case of Swingline Loans, irrevocable notice to the Administrative Agent by not later than 3:00 P.M., New York City time, on the Business Day immediately preceding the date of prepayment, in each case ((i) and (ii) above) specifying the date and amount of prepayment and whether the prepayment is of Eurodollar LIBOR Loans, Alternate Base Rate Loans or ABR Loans, a combination thereof, and, if of a combination thereof, the amount allocable to each, or of Swingline Loans. 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 by the Borrower on the date specified therein. Partial prepayments of Multicurrency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Revolving Credit Loans denominated in Dollars shall be in an aggregate principal amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount which is at least $100,000 or a whole an integral multiple of $100,000 in excess thereof.
(bi) If on If, at any date (including time during the Commitment Period, for any date on which a certificate reason the Aggregate Revolving Credit Outstandings of a Responsible Officer of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the then aggregate Revolving Credit Commitments, thenshall, without notice or demand, the Borrower shall promptly immediately prepay the Revolving Credit Loans in an amount equal to such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow that equals or exceeds the amount of any prepayment made under such excess (or, in the case of L/C Obligations after all Loans have been prepaid, cash collateralize such L/C Obligations in accordance with the provisions of subsection 4.1(c4.8).
(cii) The application If, at any time during the Commitment Period, for any reason either (A) the Aggregate Multicurrency Outstandings exceed 105% of the Aggregate Multicurrency Commitments, (B) the Aggregate Swingline Outstandings exceeds the Aggregate Swingline Commitment or (C) the L/C Obligations exceed the L/C Commitment,the Borrower shall, without notice or demand, immediately prepay the Multicurrency Loans and/or the Swingline Loans and/or cash collateralize the L/C Obligations in accordance with the provisions of subsection 4.8, as the case may be, in amounts such that any prepayment pursuant to subsection 4.1(bsuch excess is eliminated.
(iii) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under pursuant to this subsection 4.1(b) (other than Alternate Base Rate Loans3.1(b) shall be accompanied by accrued interest to the date of any amounts payable under subsection 3.11 in connection with such prepayment on the amount prepaidprepayment.
Appears in 1 contract
Samples: Credit Agreement (Henry Schein Inc)
