Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay outstanding Revolving Credit Loans or Swingline Loans, in whole or in part, without premium or penalty (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 Agent 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 LIBOR Loans, ABR Loans, a combination thereof, 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 an integral multiple of $100,000 in excess thereof. (i) If, at any time during the Commitment Period, for any reason the Aggregate Revolving Credit Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Loans in an amount that equals or exceeds the amount of 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 4.8). (ii) 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 such excess is eliminated. (iii) Each prepayment of Loans pursuant to this subsection 3.1(b) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
Appears in 2 contracts
Samples: Credit Agreement (Schein Henry Inc), 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 time, in the case of Alternate Base Rate Loans, prepay outstanding the Revolving Credit Loans or Swingline Loans, in whole or in part, without premium or penalty (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)penalty, (i) upon at least four Business Days’ ' irrevocable notice to the Administrative Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline LoansAgent, 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 LIBOR Eurodollar Loans, ABR Loans, Alternate Base Rate Loans or 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 an integral a whole multiple of $100,000 in excess thereof.
(ib) If, at If on any time during date (including any date on which a certificate of a Responsible Officer of the Commitment Period, for any reason Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Outstandings Extensions of all Lenders exceed Credit then outstanding exceeds the Aggregate then aggregate Revolving Credit Commitments then in effectCommitments, the Borrower shallthen, without notice or demand, immediately the Borrower shall promptly prepay the Revolving Credit Loans in an amount that equals or exceeds equal to such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of 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 any prepayment made under subsection 4.84.1(c).
(iic) If, at The application of any time during the Commitment Period, for any reason either (Aprepayment pursuant to subsection 4.1(b) 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 shall be made first to Alternate Base Rate 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 such excess is eliminated.
(iii) and second to Eurodollar Loans. Each prepayment of the Loans pursuant to this under subsection 3.1(b4.1(b) (other than Alternate Base Rate Loans) shall be accompanied by any amounts payable under subsection 3.11 in connection with accrued interest to the date of such prepaymentprepayment 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 at any time and from time to time prepay outstanding the Revolving Credit Loans or Swingline Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Eurodollar 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 Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline LoansAgent, 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 LIBOR Eurodollar Loans, ABR Loans, Loans or 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 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 $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 an integral multiple of $100,000 in excess thereof.
(i) If, at any time during the Commitment Period, for any reason the Aggregate Revolving Credit 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 an amounts such that the sum of (A) the aggregate principal amount that 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 (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 4.8)excess.
(ii) If, at any time during the Commitment Period, for any reason either (A1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders, (2) the Aggregate Multicurrency Outstandings exceed 105% the aggregate Multicurrency Commitments, (3) the sum of the Aggregate Multicurrency Commitments, Outstandings plus the Dollar Equivalent of (Bx) the Aggregate Swingline Outstandings exceeds the Aggregate Swingline Commitment or aggregate outstanding principal amount of Local Currency Loans and (Cy) the aggregate outstanding amount of L/C Obligations exceed attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments or (4) the Dollar Equivalent of all L/C CommitmentObligations attributable to Letters of Credit denominated in currencies other than Dollars shall exceed, in the aggregate, $200,000,000, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or the Swingline Local Currency 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 such excess is eliminated.
(iii) Each prepayment of Loans pursuant to this subsection 3.1(b3.1(c) shall be accompanied by 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 this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
(d) If a Receivables Transaction is consummated on any date, on the next Business Day, the Borrower shall prepay the Revolving Credit Loans (or at the option of the Borrower, the Revolving Credit Loans under the Existing Credit Agreement), Multicurrency Loans (or at the option of the Borrower, the Multicurrency Loans under the Existing Credit Agreement), Local Currency Loans (or at the option of the Borrower, the Local Currency Loans under the Existing Credit Agreement) and/or cash collateralize the L/C Obligations in an aggregate amount equal to the Receivables Transaction Prepayment Amount in respect of such Receivables Transaction.
Appears in 2 contracts
Samples: Credit Agreement (Bei Medical Systems Co Inc /De/), Credit Agreement (Boston Scientific Corp)
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay outstanding Revolving Credit Loans or Swingline the Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Eurodollar 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 Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline LoansAgent, 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 LIBOR Eurodollar Loans, ABR Loans, Loans or 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 on the date specified therein. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(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 $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 an integral multiple of $100,000 in excess thereof.
(i) If, at any time during the Commitment Period, for any reason the Aggregate Revolving Credit 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 an amounts such that the sum of (A) the aggregate principal amount that 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 (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 4.8)excess.
(ii) If, at any time during the Commitment Period, for any reason either (A1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders, (2) the Aggregate Multicurrency Outstandings exceed 105% the aggregate Multicurrency Commitments, (3) the sum of the Aggregate Multicurrency Commitments, Outstandings plus the Dollar Equivalent of (Bx) the Aggregate Swingline Outstandings exceeds the Aggregate Swingline Commitment or aggregate outstanding principal amount of Local Currency Loans and (Cy) the aggregate outstanding amount of L/C Obligations exceed attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments or (4) the Dollar Equivalent of all L/C CommitmentObligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, $600,000,000, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or the Swingline Local Currency 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 such excess is eliminated.
(iii) Each prepayment of Loans pursuant to this subsection 3.1(b3.1(c) shall be accompanied by 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 this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last 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 may, at any time and from time to time time, prepay outstanding Revolving Credit Loans or Swingline the Loans, in whole or in part, without premium or penalty (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 theretopenalty, except as set forth in Section 2.6(c), (i) upon at least four five Working Days’ irrevocable notice (in the case of Eurodollar Loans) and three Business Days’ irrevocable notice to the Administrative Agent (in the case of Revolving Credit Loans and (ii) in the case of Swingline Fixed Rate 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) to the Lender, specifying the date and amount of prepayment prepayment, and whether the prepayment is of LIBOR Eurodollar Loans, ABR Loans, Fixed Rate Loans or 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, together with accrued interest to such date on the amount prepaid. 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 1,000,000 or an integral a whole multiple of $1,000,000 500,000 in excess thereof. Partial prepayments of Swingline Loans thereof and may only be made, if after giving effect thereto, Section 2.13(c) shall be in an aggregate principal amount which is at least $100,000 or an integral multiple of $100,000 in excess thereofnot have been contravened.
(b) (i) If, at any time during the Commitment Periodtime, for any reason the Aggregate Revolving Credit Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Loans in an amount that equals or exceeds the amount of 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 4.8).
(ii) If, at any time during the Commitment Period, for any reason either (A) the Aggregate Multicurrency Outstandings exceed 105% Asset Coverage Ratio of the Aggregate Multicurrency CommitmentsBorrower shall be less than the Minimum Permitted Ratio, or (B) the Aggregate Swingline Outstandings aggregate amount of all Indebtedness of the Borrower (including, without limitation, the Loans made to the Borrower) then outstanding exceeds the Aggregate Swingline Commitment or limits provided in the Borrower’s Prospectus, then, in each case within thirty-five (C35) the L/C Obligations exceed the L/C Commitmentcalendar days thereafter, the Borrower shall, without notice shall repay Indebtedness (which may or demand, immediately prepay may not include repayment of the Multicurrency Loans and/or made to the Swingline Loans and/or cash collateralize Borrower) to the L/C Obligations extent necessary to ensure that the Borrower is in accordance compliance with the provisions of subsection 4.8, as the case may be, in amounts such that any such excess is eliminatedSection 5.10.
(iii) Each prepayment of Loans pursuant to this subsection 3.1(b) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
Appears in 1 contract
Samples: Credit Agreement (Kayne Anderson MLP Investment CO)
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay outstanding Revolving Credit Loans or Swingline the Loans, in whole or in part, without premium or penalty (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 three Business Days’ irrevocable notice to the Administrative Agent (in the case of Revolving Credit Loans Eurodollar Loans) and (ii) in the case of Swingline Loans, at least one Business Day’s irrevocable notice to the Administrative Agent by not later than 3:00 P.M.(in the case of ABR Loans), 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 LIBOR Eurodollar Loans, ABR Loans, Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each, or of Swingline Loans. 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 by the Borrower on the date specified therein. Partial prepayments of Multicurrency the Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $5,000,000 2,500,000 or an integral a whole 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 an integral multiple of $100,000 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 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 toward the prepayment of the 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 4.4(b), (c) and (d) shall be applied to the prepayment of the 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 Commitment Period, for any reason the Aggregate Revolving Credit Outstandings Outstanding of all the Revolving Lenders exceed 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 shall, without notice or demand, immediately prepay the Revolving Credit Loans in an amount that equals or exceeds and, to the amount of such excess (or, in the case of L/C Obligations after all Loans have been prepaidextent required, cash collateralize Letters of Credit in an aggregate amount at least sufficient to eliminate any such L/C Obligations in accordance with the provisions of subsection 4.8)excess.
(ii) 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 such excess is eliminated.
(iiig) Each prepayment of Loans pursuant to this subsection 3.1(b) 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 3.11 4.11 or 4.15 in connection with such prepayment.
Appears in 1 contract
Samples: Credit Agreement (Nbty Inc)
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay outstanding Revolving Credit Loans or Swingline the Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Eurodollar 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 Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline LoansAgent, 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 LIBOR Eurodollar Loans, ABR Loans, Loans or 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 on the date specified therein. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(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 $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 an integral multiple of $100,000 in excess thereof.
(i) If, at any time during the Commitment Period, for any reason the Aggregate Revolving Credit 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 an amounts such that the sum of (A) the aggregate principal amount that 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 (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 4.8)excess.
(ii) If, at any time during the Commitment Period, for any reason either (A1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders, (2) the Aggregate Multicurrency Outstandings exceed 105% the aggregate Multicurrency Commitments, (3) the sum of the Aggregate Multicurrency Commitments, Outstandings plus the Dollar Equivalent of (Bx) the Aggregate Swingline Outstandings exceeds the Aggregate Swingline Commitment or aggregate outstanding principal amount of Local Currency Loans and (Cy) the aggregate outstanding amount of L/C Obligations exceed attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments or (4) the Dollar Equivalent of all L/C CommitmentObligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, $200,000,000, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or the Swingline Local Currency 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 such excess is eliminated.
(iii) Each prepayment of Loans pursuant to this subsection 3.1(b3.1(c) shall be accompanied by 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 this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last 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 at any time and from time to time prepay outstanding Revolving Credit Loans or Swingline Loans, in whole or in part, without premium or penalty (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 Agent 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 LIBOR Loans, ABR Loans, a combination thereof, 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 an integral multiple of $100,000 in excess thereof.
(i) If, at any time during the Commitment Period, for any reason the Aggregate Revolving Credit Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Loans in an amount that equals or exceeds the amount of 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 4.8).
(ii) 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 such excess is eliminated.
(iii) Each prepayment of Loans pursuant to this subsection 3.1(b) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
Appears in 1 contract
Samples: Credit Agreement (Henry Schein Inc)
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay outstanding Revolving Credit Loans or Swingline Loans, in whole or in part, without premium or penalty (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 Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline LoansAgent, 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 LIBOR Loans, ABR Loans, a combination thereof, 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 .
(b) If, as of Swingline 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 shall, on the next Business Day thereafter (each such date, a “Sweep Prepayment Date”), prepay (any such prepayment, a “Sweep Prepayment”) the Revolving Credit Loans shall be in an aggregate principal amount which is at least $100,000 or an integral multiple of $100,000 in excess thereofequal to such excess.
(ic) If, at any time during the Commitment Period, for any reason the Aggregate Revolving Credit Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Loans in an amount that equals or exceeds the amount of 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 4.8)excess.
(ii) 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 such excess is eliminated.
(iiid) Each prepayment of Loans pursuant to this subsection 3.1(b3.1(a) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
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 time, in the case of Alternate Base Rate Loans, prepay outstanding the Revolving Credit Loans or Swingline Loans, in whole or in part, without premium or penalty (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)penalty, (i) upon at least four Business Days’ ' irrevocable notice to the Administrative Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline LoansAgent, 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 LIBOR Eurodollar Loans, ABR Loans, Alternate Base Rate Loans or 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 an integral a whole multiple of $100,000 in excess thereof.
(ib) If, at Upon the incurrence or issuance of any time during the Commitment Period, for any reason the Aggregate Revolving Credit Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effectIndebtedness pursuant to subsection 8.2(f)(i), the Borrower shall, without notice or demand, immediately prepay the Loans Revolving Credit Loans, and the Revolving Credit Commitments shall be subject to automatic reduction, in an aggregate amount that equals or exceeds 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 such excess (or, in Additional Clawbacks then outstanding plus the case aggregate amount of Permitted L/C Obligations after all Loans have been prepaid, cash collateralize such L/C Obligations in accordance with then outstanding exceeds the provisions lesser of subsection 4.8).
(i) the then aggregate Revolving Credit Commitments or (ii) Ifthe then applicable Incurrence Limitation, 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 shallthen, without notice or demand, immediately the Borrower shall, on such date, prepay the Multicurrency Revolving Credit Loans and/or in an amount equal to such excess. The Borrower may, subject to the Swingline Loans and/or cash collateralize terms and conditions of this Agreement, reborrow the L/C Obligations in accordance with the provisions amount of any prepayment made under subsection 4.8, as the case may be, in amounts such that any such excess is eliminated4.1(c).
(iiid) The application of any prepayment pursuant to 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 pursuant to this subsection 3.1(bunder subsections 4.1(b) and (c) (other than Alternate Base Rate Loans) shall be accompanied by any amounts payable under subsection 3.11 in connection with accrued interest to the date of such prepaymentprepayment on the amount prepaid.
Appears in 1 contract
Samples: Credit Agreement (Leviathan Gas Pipeline Partners L P)
Optional and Mandatory Prepayments. (a) The Subject to Section 2.16, the Borrower may may, at any time and from time to time time, prepay outstanding Revolving Credit Loans or Swingline the Loans, in whole or in part, without premium or penalty (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)penalty, (i) upon at least four three Business Days’ ' irrevocable written notice to the Administrative Agent (in the case of Revolving Credit Loans and Eurodollar Loans), or one Business Day's irrevocable written notice (ii) in the case of Swingline Alternate Base Rate Loans), irrevocable notice to the Administrative Agent by not later than 3:00 P.M.Agent, 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 LIBOR Loans, ABR Loans, 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. In the case of a partial prepayment, such prepayment shall be in an amount of not less than (i) $3,000,000 or in integral multiples of $1,000,000 (in the case 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. 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 (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 Multicurrency the Revolving Credit 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 applied to such Revolving Credit Loans denominated but shall not reduce the Revolving Credit Commitments unless the Borrower so specifies in Dollars its written notice to the Administrative Agent.
(b) The Borrower shall, subject to the provisions of Section 8.2.8(b), within five Business Days after receipt by the Borrower or any Subsidiary of the Net Cash Proceeds of any Asset Sales (or if committed to be expended within 365 days, after such 365 days if not so expended), make a mandatory prepayment of the Loans, the Private Placement Debt and the Parity Debt pro rata in an amount equal to the Net Cash Proceeds of such Asset Sales not so expended.
(c) The 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 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 clause (b) or (c) above shall be applied first to the prepayment of outstanding Term Loans, then to the prepayment of outstanding Swingline Loans, then to the prepayment of outstanding Revolving Credit Loans, and then to 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 Eurodollar Loans pursuant to this Section 2.6 shall be accompanied by payment in an full of all accrued interest thereon, to and including the date of such 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 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 an integral multiple of $100,000 in excess thereof.
(i) If, at any time during the Commitment Period, for any reason the Aggregate Revolving Credit Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effectSwingline Commitment, the Borrower shall, without notice or demand, shall immediately prepay make payment on the Swingline Loans in an amount that equals or exceeds sufficient to eliminate the amount of 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 4.8)excess.
(ii) 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 such excess is eliminated.
(iii) Each prepayment of Loans pursuant to this subsection 3.1(b) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay outstanding Revolving Credit Loans or Swingline the Loans, in whole or in part, without premium or penalty (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 three (3) Business Days’ irrevocable notice to the Administrative Agent (in the case of Revolving Credit Loans Eurodollar Loans) and at least one (ii1) in the case of Swingline Loans, Business Day’s irrevocable notice to the Administrative Agent by not later than 3:00 P.M.(in the case of Base Rate Loans), 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 LIBOR Eurodollar Loans, ABR Loans, Base Rate Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each, or of Swingline Loans. 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 by the Borrower on the date specified therein. Partial prepayments of Multicurrency the Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $5,000,000 50,000 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 an integral multiple of $100,000 in excess thereof.
(ib) Amounts to be applied in connection with prepayments made pursuant to this Section shall be applied to the prepayment of the Term Loans in accordance with Section 3.8(a)(ii) and shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans.
(c) If, at any time during the Revolving Credit Commitment Period, for any reason the Aggregate Revolving Credit Outstandings Outstanding of all the Revolving Lenders exceed 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 shall, without notice or demand, immediately prepay the Loans Revolving Credit Loans, in an aggregate amount that equals or exceeds the amount of at least sufficient to eliminate any 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 4.8)excess.
(iid) If, at On each date on which the Revolving Credit Loans exceed 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 Commitmentborrowing limitations set forth herein, the Borrower shallshall repay or prepay such principal amount of the outstanding Revolving Credit Loans, without notice 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 demandprepayment shall be applied ratably to the Revolving Credit Loans of the Lenders outstanding on the date of payment or prepayment, immediately prepay 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 Multicurrency Loans and/or Borrower shall pay to the Swingline Loans and/or cash collateralize Administrative Agent an amount equal to: (i) the L/C Obligations sum of (x) seventy-five percent (75%) of all Net Cash Proceeds in accordance the aggregate in any Fiscal Year from the disposition of assets whether or not such assets are Collateral hereunder, 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 the provisions of subsection 4.8new 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 that 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 such excess is eliminatedrelated interest rate swap obligations) to the Agent on behalf of the Term Lenders on terms and documentation satisfactory to Agent and its counsel; and (B) next, as to any remainder, to the Revolving Credit Loans.
(iiif) Each prepayment of Loans pursuant to this subsection 3.1(b) 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 subsection Section 3.11 or 3.15 in connection with such prepayment.
(g) Each prepayment 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 equal 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 Company may at any time and from time to time prepay outstanding Revolving Credit Loans or Swingline Loans, in whole or in part, without premium or penalty (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 three Business Days’ ' irrevocable notice to the Administrative Agent (in the case of Revolving Credit Loans Eurodollar Loans) and (ii) in the case of Swingline Loans, at least same-day irrevocable notice to the Administrative Agent by not later than 3:00 P.M.(in the case of Base Rate Loans), 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 LIBOR Eurodollar Loans, ABR Loans, Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each, or of Swingline Loans. 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 by on the Borrower date specified therein, together with any amounts payable pursuant to subsection 6.12. Partial prepayments of the Revolving Credit Loans shall be in an aggregate principal amount of $10,000,000 or a whole multiple of $1,000,000 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 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 an integral multiple of $100,000 in excess thereof5,000,000.
(i) If, at any time during the Revolving Credit Commitment Period, for any reason the Aggregate Revolving Credit Total Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, (A) the Borrower Company shall, without notice or demand, immediately prepay the Revolving Credit Loans in an 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 that of 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 (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 4.8)excess.
(ii) If, at any time during the Revolving Credit Commitment Period, for any reason either (A) the Aggregate Total Outstandings of all Multicurrency Outstandings Lenders exceed 105% the aggregate Revolving Credit Commitments of the Aggregate Multicurrency Commitments, Lenders or (B) the Aggregate Swingline Multicurrency Outstandings exceeds exceed the Aggregate Swingline Commitment or aggregate Multicurrency Commitments, (CI) the L/C Obligations exceed the L/C Commitment, the Borrower 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 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 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 is eliminatedexcess.
(iiid) Each prepayment of Loans pursuant to this subsection 3.1(b) 6.4 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under subsection 3.11 6.12 in connection with such prepayment.
(e) Notwithstanding the foregoing, mandatory prepayments of Revolving Credit Loans or Multicurrency Loans that would otherwise be required pursuant to this subsection 6.4 solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 6.4 on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
(f) Prepayments of the Loans pursuant to this subsection 6.4 shall be applied as follows: (i) in the case of prepayments made by the Company, first, to prepay Base Rate Loans then outstanding and second, to prepay Eurodollar Loans then outstanding and (ii) in case of prepayments made by a Borrower, to prepay Multicurrency Loans borrowed by such Borrower.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay outstanding Revolving Credit the Loans or Swingline Loansmade to it, in whole or in part, without premium or penalty (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)penalty, (i) upon at least four three Business Days’ irrevocable notice to the Administrative Agent ' in the case of Revolving Credit Loans and (ii) Eurodollar Loans, or one Business Day's in the case of Swingline ABR Loans (including Swing Line Loans), irrevocable notice to the Administrative Agent by not later than 3:00 P.M.Agent, New York City timespecifying whether the prepayment is (i) of Revolving Credit Loans or Swing Line Loans, on the Business Day immediately preceding the date of prepaymentor a combination thereof, and in each case ((i) and if a combination thereof, the amount allocable to each, (ii) above) specifying the date and amount of prepayment of such Loan(s) and (iii) whether the prepayment is of LIBOR Eurodollar Loans, ABR Loans, Loans or 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 affected 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 any amounts payable pursuant to subsection 4.13. Partial voluntary 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 $5,000,000 250,000 or an integral a whole 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 an integral multiple of $100,000 250,000 in excess thereof.
(ib) If, If at any time during the Commitment Period, for any reason sum of the Aggregate Revolving Credit Outstandings of all Lenders exceed Loans and the Aggregate Revolving Credit Commitments then in effectL/C Obligations exceeds the Commitments, the Borrower shall, without notice or demand, immediately prepay the Loans shall make a payment in an amount that equals or exceeds the amount of such excess (orwhich payment shall be applied FIRST, to the payment of the Swing Line Loans then outstanding, SECOND, to the payment of any Revolving Credit Loans then outstanding, THIRD, to payment of any Reimbursement Obligations then outstanding and LAST, to cash collateralize any outstanding Letters of Credit on terms reasonably satisfactory to the Required Lenders. The application of prepayments of Loans referred to in the case preceding sentence shall be made first to ABR Loans and second to Eurodollar Loans.
(c) If, subsequent to the Closing Date, the Borrower or any of L/C Obligations 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 all receipt thereof, be applied toward the prepayment of the Loans have been prepaid, cash collateralize such L/C Obligations and the permanent reduction of the Commitments in accordance with the prepayment provisions of subsection 4.84.3(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 applied to prepay the Loans and permanently reduce the Commitments on the date 330 days after the receipt thereof.
(iid) IfIn the event of a Change of Control, at any time during the Commitment Periodnot later than five days thereafter, for any reason either (A) the Aggregate Multicurrency Outstandings exceed 105% of the Aggregate Multicurrency CommitmentsCommitments shall be terminated, (B) the Aggregate Swingline Outstandings exceeds Borrower shall prepay in full all Loans then outstanding together with interest accrued to 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 date of subsection 4.8, as the case may be, in amounts such that any such excess is eliminated.
(iii) Each prepayment of Loans pursuant to this subsection 3.1(b) shall be accompanied by and any amounts payable under subsection 3.11 in connection with such prepayment4.13, (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 Required Lenders.
Appears in 1 contract
Samples: Revolving Credit Agreement (Aftermarket Technology Corp)
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay outstanding the Revolving Credit Loans or Swingline Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Eurodollar 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 35 30 the Administrative Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline LoansAgent, 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 LIBOR Eurodollar Loans, ABR Loans, Loans or 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 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 $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 an integral multiple of $100,000 in excess thereof.
(i) If, at any time during the Commitment Period, for any reason the Aggregate Revolving Credit 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 an amounts such that the sum of (A) the aggregate principal amount that 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 (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 4.8)excess.
(ii) If, at any time during the Commitment Period, for any reason either (Ax) 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 105% of the Aggregate 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 Revolving Credit Loans and/or the Swingline Multicurrency 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 such excess is eliminated.
(iii) Each prepayment of Loans pursuant to this subsection 3.1(b3.1(c) shall be accompanied by 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 this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
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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 time, in the case of Alternate Base Rate Loans, prepay outstanding the Revolving Credit Loans Loans, the Term Loans, or Swingline Loansboth, in whole or in part, without premium or penalty (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)penalty, (i) upon at least four Business Days’ ' irrevocable notice to the Administrative Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline LoansAgent, 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 (specifying (i) and (ii) above) specifying the date and amount of prepayment and prepayment, (ii) whether the prepayment is of LIBOR Eurodollar Loans, ABR 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 Swingline Loansa 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 by the Borrower 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 Multicurrency Revolving Credit 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 or a whole multiple thereof. Partial prepayments , and (y) of Revolving Credit Term Loans denominated in Dollars shall be in an aggregate principal amount of at least $5,000,000 or an integral a whole 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 an integral multiple of $100,000 in excess thereof.
(ib) If, at If on any time during date (including any date on which a certificate of a Responsible Officer of the Commitment Period, for any reason Borrower is delivered pursuant to subsection 7.2(b)) the Aggregate sum of the aggregate Revolving Credit Outstandings of all Lenders exceed Exposure then outstanding exceeds the Aggregate then aggregate Revolving Credit Commitments then in effectCommitments, the Borrower shallthen, without notice or demand, immediately the Borrower shall promptly prepay the Revolving Credit Loans in an amount that equals equal to such excess.
(i) At any time the Borrower or exceeds any Subsidiary of the Borrower shall receive Net Proceeds from a Recovery Event (excluding a Channel Recovery Event) or Asset Sale then, 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 excess (orNet 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 case of L/C Obligations after all Loans have been prepaid, cash collateralize such L/C Obligations Reinvestment Prepayment Amount with respect to the relevant Recovery Event or Asset Sale as provided in accordance with the provisions of subsection 4.8Section 4.1(d).
(ii) If, at At any time during after the Commitment PeriodClosing Date that EPN or any of its Restricted Subsidiaries shall receive Net Proceeds from any issuance or sale of Equity Interests or debt securities issued pursuant to existing or future EPN indentures by EPN or any of its Restricted Subsidiaries, 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 the prepayment of the Loans 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 reason either 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 (c) shall be applied (A) first, toward the Aggregate Multicurrency Outstandings exceed 105% repayment of the Aggregate Multicurrency Commitments, Term Loans then outstanding and (B) second, to the Aggregate Swingline Outstandings exceeds extent in excess thereof, as a permanent reduction to the Aggregate Swingline Commitment or Revolving Credit Commitments in accordance with Section 2.6(b), and (C) third, after payment in full of the L/C Revolving Credit Loans and Reimbursement Obligations exceed the L/C Commitmentoutstanding, the Borrower shall, without notice or demand, immediately prepay the Multicurrency Loans and/or the Swingline Loans and/or cash collateralize as Cover for the L/C Obligations in accordance with the provisions an amount of subsection 4.8, as the case may be, in amounts such that any such excess is eliminatedremaining excess.
(iii) Each prepayment of Loans pursuant to this subsection 3.1(b) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay outstanding the Revolving Credit Loans or Swingline Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Eurodollar 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 Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline LoansAgent, 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 LIBOR Eurodollar Loans, ABR Loans, Loans or 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 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 $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 an integral multiple of $100,000 in excess thereof.
(i) If, at any time during the Commitment Period, for any reason the Aggregate Revolving Credit 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 an amounts such that the sum of (A) the aggregate principal amount that 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 (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 4.8)excess.
(ii) If, at any time during the Commitment Period, for any reason either (A1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders, (2) the Aggregate Multicurrency Outstandings exceed 105% the aggregate Multicurrency Commitments, (3) the sum of the Aggregate Multicurrency Commitments, Outstandings plus the Dollar Equivalent of (Bx) the Aggregate Swingline Outstandings exceeds the Aggregate Swingline Commitment or aggregate outstanding principal amount of Local Currency Loans and (Cy) the aggregate outstanding amount of L/C Obligations exceed attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments or (4) the Dollar Equivalent of all L/C CommitmentObligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, $125,000,000, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or the Swingline Local Currency 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 such excess is eliminated.
(iii) Each prepayment of Loans pursuant to this subsection 3.1(b3.1(c) shall be accompanied by 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 this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last 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 Borrowers may at any time and from time to time prepay outstanding Revolving Credit Loans or Swingline the Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Eurodollar 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 Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline LoansAgent, 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 LIBOR Eurodollar Loans, ABR Loans, Loans or 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 on the date specified therein. Partial prepayments of Loans shall be in an aggregate principal amount of at least $1,000,000 or an integral multiple of $100,000 in excess thereof.
(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 $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 an integral multiple of $100,000 in excess thereof.
(ic) If, If at any time during the Commitment Period, for any reason the Aggregate Total Revolving Credit 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 an amounts such that the sum of (A) the aggregate principal amount that 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 (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 4.8)excess.
(iii) If, at any time during the Commitment Period, for any reason either (A1) 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 105% the aggregate Multicurrency Commitments, (3) the sum of the Aggregate Multicurrency Commitments, Outstandings plus the Dollar Equivalent of (Bx) the Aggregate Swingline Outstandings exceeds the Aggregate Swingline Commitment or aggregate outstanding principal amount of Local Currency Loans and (Cy) the aggregate outstanding amount of L/C Obligations exceed attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments or (4) the Dollar Equivalent of all L/C CommitmentObligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, $800,000,000, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or the Swingline Local Currency 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 such excess is eliminated.
(iiiii) Each prepayment of Loans pursuant to this subsection 3.1(b3.1(c) shall be accompanied by 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 this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last 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 at any time and from time to time prepay outstanding the Revolving Credit Loans or Swingline Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Eurodollar 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 Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline LoansAgent, 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 LIBOR Eurodollar Loans, ABR Loans, Loans or 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 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 $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 an integral multiple of $100,000 in excess thereof.
(i) If, at any time during the Commitment Period, for any reason the Aggregate Revolving Credit 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 an amounts such that the sum of (A) the aggregate principal amount that 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 (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 4.8)excess.
(ii) If, at any time during the Commitment Period, for any reason either (A1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders, (2) the Aggregate Multicurrency Outstandings exceed 105% the aggregate Multicurrency Commitments, (3) the sum of the Aggregate Multicurrency Commitments, Outstandings plus the Dollar Equivalent of (Bx) the Aggregate Swingline Outstandings exceeds the Aggregate Swingline Commitment or aggregate outstanding principal amount of Local Currency Loans and (Cy) the aggregate outstanding amount of L/C Obligations exceed attributable to Letters of Credit denominated in currencies other than Dollars, exceeds the aggregate Multicurrency Commitments or (4) the Dollar Equivalent of all L/C CommitmentObligations attributable to Letters of Credit denominated in currencies other than Dollars exceeds, in the aggregate, $600,000,000, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or the Swingline Local Currency 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 such excess is eliminated.
(iii) Each prepayment of Loans pursuant to this subsection 3.1(b3.1(c) shall be accompanied by 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 this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last 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 Company may at any time and from time to time prepay outstanding Revolving Credit Loans, Swing Line Loans or Swingline and/or Term Loans, in whole or in part, without premium or penalty (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 three Business Days’ ' irrevocable notice to the Administrative Agent (in the case of Revolving Credit Loans Eurodollar Loans) and (ii) in the case of Swingline Loans, at least one Business Day's irrevocable notice to the Administrative Agent by not later than 3:00 P.M.(in the case of Base Rate Loans), 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 prepayment, which Class of Loans will be prepaid, and whether the prepayment is of LIBOR Eurodollar Loans, ABR Loans, Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided, or of Swingline Loansthe 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 by on the Borrower 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 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 an integral multiple of $100,000 in excess thereof5,000,000.
(i) If, at any time during the Revolving Credit Commitment Period, for any reason the Aggregate Revolving Credit Committed Outstandings of all Revolving Credit Lenders exceed the Aggregate Revolving Credit Commitments then in effect, (A) the Borrower Company shall, without notice or demand, immediately prepay the Swing Line Loans in an 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 that 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 (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 4.8)excess.
(ii) If, at any time during the Revolving Credit Commitment Period, for any reason either (A) the Aggregate Committed Outstandings of all Multicurrency Outstandings Lenders exceed 105% the aggregate Revolving Credit Commitments of the Aggregate Multicurrency Commitments, Lenders or (B) the Aggregate Swingline Multicurrency Outstandings exceeds exceed the Aggregate Swingline Commitment or aggregate Multicurrency Commitments, (CI) the L/C Obligations exceed the L/C Commitment, the Borrower 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 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 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 issuance or Incurrence toward the prepayment of the Term Loans as set forth in Section 6.08(b); provided, 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 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 prior to the Initial Term Loan Funding Date the Company receives Gross Cash Proceeds from the issuance of its Capital Stock in an amount which, 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 is eliminated.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 reduction 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);
(iii) Each if on or after the Initial Term Loan Funding Date the Company receives Gross Cash Proceeds from the issuance of 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 prepay the Senior Subordinated Debt, and the remainder of such Net Cash Proceeds not so applied shall be applied on the date of receipt thereof to prepay the Term Loans as set forth in Section 6.08(b);
(iv) Net Cash Proceeds of Subordinated Debt (other than Senior Subordinated Debt) issued prior to the date of repayment in full of the Interim Term Loans and the Senior Subordinated Debt shall be applied on the 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 this subsection 3.1(bstock 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 accompanied required to make mandatory prepayments with proceeds of issuances by any amounts payable under subsection 3.11 in connection with the Company of Capital Stock or Subordinated Debt, and the Company may use such prepayment.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 at any time and from time to time prepay outstanding Revolving Credit Loans or Swingline the Loans, in whole or in part, without premium or penalty (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 three (3) Business Days’ irrevocable notice to the Administrative Agent (in the case of Revolving Credit Loans Eurodollar Loans) and (ii) in the case of Swingline Loans, at least one Business Day’s irrevocable notice to the Administrative Agent by not later than 3:00 P.M.(in the case of Prime Loans), 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 LIBOR Eurodollar Loans, ABR Loans, Prime Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each, or of Swingline Loans. 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 by the Borrower on the date specified therein. Partial prepayments of Multicurrency the 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 $5,000,000 500,000 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 an integral a whole multiple of $100,000 in excess thereof.
(ib) Amounts to be applied in connection with prepayments made pursuant to this Section shall be applied to the prepayment of the Term Loans in accordance with subsection 4.8(a)(ii).
(a) [Reserved].
(b) [Reserved].
(c) If, at any time during the Revolving Credit Commitment Period, for any reason the Aggregate Revolving Credit Outstandings Outstanding of all the Revolving Lenders exceed 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 shall, without notice or demand, 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 that equals or exceeds equal to the amount of such Extraordinary Receipts received in excess of such amount, such repayments to be made promptly but in no event more than one (or1) Business Day following receipt of such Extraordinary Receipts, and until the date of payment, such proceeds shall be held in trust for the case benefit of L/C Obligations after all 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 have been prepaid, cash collateralize in an amount equal to one hundred percent (100%) of such L/C Obligations in accordance with the provisions of subsection 4.8).
Extraordinary Receipts received and (ii) If, at if the Borrower reasonably expects any time during the Commitment Period, for any reason either 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 (A180) the Aggregate Multicurrency Outstandings exceed 105% of the Aggregate Multicurrency Commitments, (B) the Aggregate Swingline Outstandings exceeds the Aggregate Swingline Commitment days to repair or (C) the L/C Obligations exceed the L/C Commitmentreplace such assets with like assets, the Borrower shallshall 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, without notice until such time as such insurance proceeds have been re-borrowed or demandapplied to other Obligations as set forth herein. If the Borrower so elects to deliver such insurance proceeds to the Administrative Agent, the Borrower may, so long as no Event of Default shall have occurred and be continuing, reborrow such insurance proceeds only for such repair or replacement described in the immediately prepay preceding sentence. If the Multicurrency 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 and/or in the Swingline Loans and/or cash collateralize amount of the L/C remaining reserve to repay the Obligations in accordance with the provisions manner set forth in the second sentence of subsection 4.8, as the case may be, in amounts such that any such excess is eliminated.this Section 4.4(e).
(iiie) Each prepayment of Loans pursuant to this subsection 3.1(b) 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 3.11 4.11 or 4.15 in connection with such prepayment..
Appears in 1 contract
Samples: Credit Agreement (Napco Security Technologies, Inc)
Optional and Mandatory Prepayments. (a) The Each Borrower may at any time and from time to time prepay outstanding (in the relevant currency) its Revolving Credit Loans or Swingline (subject, in the case of Eurodollar Loans, CDOR Loans and Money Market Loans to compliance with the terms of Section 2.2(e) and Section 2.13), in whole or in part, without premium or penalty (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)penalty, (i) upon at least four three (3) Business Days’ irrevocable notice from such Borrower to the Administrative Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline LoansAgent, 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 LIBOR Eurodollar Loans, 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, or of Swingline Loans. 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 by the Borrower on the date specified therein, together with any amounts payable pursuant to Section 2.13. Partial Subject to Section 2.2(e), 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 $5,000,000 500,000 (if prepaying Dollar-Denominated Loans) 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 C$500,000 (if prepaying Cdn Dollar-Denominated Loans) or an integral a whole multiple of $100,000 or C$100,000 (as the case may be) in excess thereofthereof (or, if less, the aggregate outstanding principal amount of the Revolving Credit Loans).
(ib) If, at as of 10:00 A.M. Toronto time on the last Business Day of any time during calendar month, the Commitment Period, for any reason sum of the Aggregate Outstanding Revolving Extensions of Credit Outstandings of all of the Lenders exceed exceeds the Aggregate Revolving Credit aggregate Commitments then in effect, then the Borrower shall, without notice or demand, immediately Borrowers shall prepay the Loans (to be applied to such Loans and in an amount that equals any order designated by the Borrowers, or exceeds if not so designated, first to the amount Dollar-Denominated Loans and then, if necessary, to the Cdn Dollar-Denominated Loans) or terminate or replace Letters of Credit by not later than 12:00 Noon, Toronto time, on such excess (orday, to the extent required so that, after giving effect to such prepayments, terminations or replacements, the sum of the Aggregate Outstanding Revolving Extensions of Credit of all the Lenders does not exceed the aggregate Commitment then in the case of L/C Obligations after all Loans have been prepaid, cash collateralize such L/C Obligations effect. Each prepayment pursuant to this paragraph shall be made in accordance with the provisions of subsection 4.8Section 2.3(a) relating to optional prepayments (other than the giving of notices thereunder).
(ii) If. The Administrative Agent shall, at as soon as practicable after 10:00 A.M. Toronto time on the last day of any time during calendar month, give to the Commitment Period, for any reason either (A) Borrowers and the Aggregate Multicurrency Outstandings exceed 105% Lenders notice 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 amount of subsection 4.8, as the case may be, in amounts such that any such excess is eliminated.
(iii) Each prepayment of Loans required to be made pursuant to this subsection 3.1(b) paragraph. The determination by the Administrative Agent of any such amount in any such notice shall be accompanied by 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 amounts payable under subsection 3.11 in connection with such prepaymentnotice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraph.
Appears in 1 contract
Samples: Credit Agreement (Kimco Realty Corp)
Optional and Mandatory Prepayments. (a) The Borrower may may, at any time and from time to time time, prepay outstanding Revolving Credit Loans or Swingline the Loans, in whole or in part, without premium or penalty (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 theretopenalty, except as set forth in Section 2.6(c), (i) upon at least four five Working Days’ irrevocable notice (in the case of Eurodollar Loans) and three Business Days’ irrevocable notice to the Administrative Agent (in the case of Revolving Credit Loans and (ii) in the case of Swingline Fixed Rate 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) to the Lender, specifying the date and amount of prepayment prepayment, and whether the prepayment is of LIBOR Eurodollar Loans, ABR Loans, Fixed Rate Loans or 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, together with accrued interest to such date on the amount prepaid. 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 1,000,000 or an integral a whole multiple of $1,000,000 500,000 in excess thereof. Partial prepayments of Swingline Loans thereof and may only be made, if after giving effect thereto, Section 2.13(c) shall be in an aggregate principal amount which is at least $100,000 or an integral multiple of $100,000 in excess thereofnot have been contravened.
(b) (i) If, at any time during the Commitment Periodtime, for any reason the Aggregate Revolving Credit Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Loans in an amount that equals or exceeds the amount of 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 4.8).
(ii) If, at any time during the Commitment Period, for any reason either (A) the Aggregate Multicurrency Outstandings exceed 105% Asset Coverage Ratio of the Aggregate Multicurrency CommitmentsBorrower shall be less than the Minimum Permitted Ratio, or (B) the Aggregate Swingline Outstandings aggregate amount of all Indebtedness of the Borrower (including, without limitation, the Loans made to the Borrower) then outstanding exceeds the Aggregate Swingline Commitment or limits provided in the Borrower’s Prospectus, then, in each case within thirty-five (C35) the L/C Obligations exceed the L/C Commitmentcalendar days thereafter, the Borrower shall, without notice shall repay Indebtedness (which may or demand, immediately prepay may not include repayment of the Multicurrency Loans and/or made to the Swingline Loans and/or cash collateralize Borrower) to the L/C Obligations extent necessary to ensure that the Borrower is in accordance compliance with the provisions Section 5.10. Table of subsection 4.8, as the case may be, in amounts such that any such excess is eliminated.
(iii) Each prepayment of Loans pursuant to this subsection 3.1(b) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.Contents
Appears in 1 contract
Samples: Credit Agreement (Kayne Anderson MLP Investment CO)
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay outstanding Revolving Credit Loans or Swingline the Loans, in whole or in part, without premium or penalty (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)penalty, (i) upon at least four three Business Days’ ' irrevocable notice to the Administrative Agent in the case of Revolving Credit Eurodollar Loans and (ii) on the same Business Day in the case of Swingline ABR 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 LIBOR Eurodollar Loans, ABR Loans, Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each, or provided that, Eurodollar Loans shall be prepaid at the end of Swingline Loansthe 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 by the Borrower on the date specified therein, together with any amounts payable pursuant to subsection 4.12. Partial prepayments of Multicurrency 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 Dollar Equivalent lesser of which is at least $5,000,000 or an integral multiple of (A) $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 an integral multiple multiples of $100,000 in excess thereofthereof 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.
(ib) If, If at any time during the Commitment Period, for any reason the Aggregate Revolving Outstanding Credit Outstandings with respect to all of all the Lenders exceed exceeds the Aggregate Revolving Credit aggregate Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay make a payment (without regard to the Loans minimum payment requirements set forth in an amount that equals or exceeds subsection 4.4(a)) in the amount of such excess (orwhich 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 case 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 on such date apply an amount equal to such excess, first to prepay the then-outstanding Loans and second, to the extent of any remaining excess (after all Loans have been prepaid, cash collateralize such L/C Obligations in accordance with the provisions of subsection 4.8).
(ii) If, at any time during the Commitment Period, for any reason either (A) the Aggregate Multicurrency Outstandings exceed 105% prepayment of the Aggregate Multicurrency CommitmentsLoans), (B) the Aggregate Swingline Outstandings exceeds the Aggregate Swingline Commitment to cash-collateralize or (C) replace the L/C Obligations exceed the L/C CommitmentObligations, the Borrower shallby depositing, without notice or demand, immediately prepay the Multicurrency Loans and/or the Swingline Loans and/or cash collateralize the L/C Obligations in accordance an account with the provisions of subsection 4.8, as the case may beAgent, in amounts the name of the Agent and for the benefit of the Lenders, an amount in cash equal to such that any such excess is eliminatedremaining excess.
(iiid) Each prepayment of Loans All amounts owing pursuant to this subsection 3.1(b) Loans outstanding and unreimbursed drawings under Letters of Credit shall be accompanied by any amounts become due and payable under subsection 3.11 in connection with such prepaymenton the Termination Date.
Appears in 1 contract
Samples: Credit Agreement (RBX Corp)
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay outstanding the Revolving Credit Loans or Swingline Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Eurodollar 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 Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline LoansAgent, 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 LIBOR Eurodollar Loans, ABR Loans, Loans or 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 an integral multiple of $100,000 in excess thereof.
(b) [Intentionally omitted].
(i) If, at any time during the Commitment Period, for any reason the Aggregate Revolving Credit 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 in an amounts such that the aggregate principal amount that of the Revolving Credit Loans so prepaid equals or exceeds the amount of 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 4.8)excess.
(ii) 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 such excess is eliminated[Intentionally omitted].
(iii) Each prepayment of Loans pursuant to this subsection 3.1(b3.1(c) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
(iv) [Intentionally omitted].
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Boston Scientific Corp)
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay outstanding Revolving Credit Loans or Swingline Loans, in whole or in part, without premium or penalty (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 three Business Days’ irrevocable notice to the Administrative Agent (in the case of Revolving Credit Loans Eurodollar Loans) and (ii) in the case of Swingline Loans, at least one Business Day’s irrevocable notice to the Administrative Agent by not later than 3:00 P.M.(in the case of ABR Loans), 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 LIBOR Eurodollar Loans, ABR Loans, Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each, or of Swingline Loans. 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 by the Borrower on the date specified therein. Partial prepayments of Multicurrency the Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $5,000,000 2,500,000 or an integral a whole 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 an integral multiple of $100,000 in excess thereof.
(ib) If, at any time during the Revolving Credit Commitment Period, for any reason the Aggregate Revolving Credit Outstandings Outstanding of all Lenders exceed 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 shall, without notice or demand, immediately prepay the Revolving Credit Loans in an aggregate principal amount that equals or exceeds the amount of at least sufficient to eliminate any 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 4.8)excess.
(ii) 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 such excess is eliminated.
(iiic) Each prepayment of Loans pursuant to this subsection 3.1(b) 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 3.11 4.11 or 4.15 in connection with such 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 of the Revolving Credit Commitments.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay outstanding the Revolving Credit Loans or Swingline Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Eurodollar 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 Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline LoansAgent, 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 LIBOR Eurodollar Loans, ABR Loans, Loans or 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 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 $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 an integral multiple of $100,000 in excess thereof.
(i) If, at any time during the Commitment Period, for any reason the Aggregate Revolving Credit 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 an amounts such that the sum of (A) the aggregate principal amount that of the Revolving Credit Loans so prepaid and (B) the U.S. Dollar Equivalent of the aggregate principal amount of the Multicurrency Loans so prepaid, equals or exceeds the amount of 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 4.8)excess.
(ii) If, at any time during the Commitment Period, for any reason either (Ax) 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 105% of the Aggregate 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 Revolving Credit Loans and/or the Swingline Multicurrency 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 the sum of (A) the aggregate principal amount of the Revolving Credit Loans so prepaid and (B) the U.S. Dollar Equivalent of the Multicurrency Loans so prepaid, equals or exceeds the amount of such excess is eliminatedexcess.
(iii) Each prepayment of Loans pursuant to this subsection 3.1(b3.1(c) shall be accompanied by 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 this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last 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 at any time and from time to time prepay outstanding Revolving Credit Loans or Swingline Loans, in whole or in part, without premium or penalty (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 Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline LoansAgent, 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 LIBOR Loans, ABR Loans, a combination thereof, 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 an integral multiple of $100,000 in excess thereof.
(i) If, at any time during the Commitment Period, for any reason the Aggregate Revolving Credit Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Loans in an amount that equals or exceeds the amount of 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 4.8).
(ii) If, at the end of any time month during the Commitment Period, for any reason either (A) the Aggregate Multicurrency Outstandings exceed 105% of the Aggregate Multicurrency Commitments, Commitments or (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 such excess is eliminated.
(iii) Each prepayment of Loans pursuant to this subsection 3.1(b) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
Appears in 1 contract
Samples: Credit Agreement (Henry Schein Inc)
Optional and Mandatory Prepayments. (a) The Subject to Section 2.16, the Borrower may may, at any time and from time to time prepay outstanding Revolving Credit Loans or Swingline the Loans, in whole or in part, without premium or penalty (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)penalty, (i) upon at least four three Business Days’ ' irrevocable written notice to the Administrative Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline LoansAgent, 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 LIBOR Eurodollar Loans, ABR Loans, Alternate Base Rate Loans or 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, 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 Multicurrency the Loans shall be applied to the Loans but shall not reduce the Commitments unless the Borrower so specifies in an aggregate principal amount its written notice to the Dollar Equivalent of which is at least $5,000,000 or an integral multiple of $1,000,000 in excess thereofAgent. 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 an integral a whole multiple of $100,000 in excess thereof.
(b) If at any time
(i) If, at any time during the Commitment Period, for any reason the Aggregate Revolving Credit Outstandings aggregate outstanding principal amount of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, without notice or demand, immediately prepay the Loans in an amount that equals or made by any Lender exceeds the amount of such excess (Lender's Commitment; 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 4.8).
(ii) If, at any time during the Commitment Period, for any reason either (A) the Aggregate Multicurrency Outstandings exceed 105% outstanding aggregate principal amount of the Aggregate Multicurrency Commitments, (B) the Aggregate Swingline Outstandings Loans made by all Lenders exceeds the Aggregate Swingline Commitment or (C) Commitments; then the L/C Obligations exceed the L/C CommitmentBorrower, 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 bewill promptly and, in amounts any event, within one Business Day, make a mandatory prepayment of the Loans to the Agent for the benefit of the Lenders in an aggregate amount equal to such that any such excess is eliminatedexcess.
(iiic) Each prepayment of the Loans pursuant to this subsection 3.1(b) Section 2.6 shall be accompanied by any amounts payable under subsection 3.11 payment in connection with full of all accrued interest thereon, to and including the date of such prepayment, 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 Company may ---------------------------------- at any time and from time to time prepay outstanding US$ Revolving Credit Loans, Swing Line Loans or Swingline and/or Term Loans, in whole or in part, without premium or penalty (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 three Business Days’ ' irrevocable notice to the Administrative Agent (in the case of Revolving Credit Loans Eurodollar Loans) and (ii) in the case of Swingline Loans, at least one Business Day's irrevocable notice to the Administrative Agent by not later than 3:00 P.M.(in the case of Base Rate Loans), 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 prepayment, which Class of Loans will be prepaid, and whether the prepayment is of LIBOR Eurodollar Loans, ABR Loans, Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided, or of Swingline Loansthe 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 by the Borrower on the date specified therein, together with any amounts payable pursuant to Section 5.12. Partial prepayments of Multicurrency US$ Revolving Credit Loans or Term Loans of any Class shall be in an aggregate principal amount the Dollar Equivalent of which is at least $5,000,000 10,000,000 or an integral a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Revolving Credit the Swing Line 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 an integral a whole multiple of $100,000 in excess thereof.
(ib) If, The Borrowers may at any time during and from time to time prepay, without premium or penalty, the Commitment Period, for any reason the Aggregate Multicurrency Revolving Credit Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then Loans, in effectwhole or in part, the Borrower shall, without notice or demand, immediately prepay the Loans in an amount that equals or exceeds the amount of such excess upon at least three Business Days' (or, in the case of L/C Obligations after all a prepayment with respect to Multicurrency Revolving Credit Loans have been prepaiddenominated in Australian Dollars, cash collateralize four Business Days) irrevocable notice to the Administrative Agent specifying the date and amount of prepayment. Upon the receipt of any such L/C Obligations notice, the Administrative Agent shall promptly notify each Multicurrency Revolving Credit Lender thereof. If any such notice is given, the amount specified in accordance with such notice shall be due and payable on the provisions date specified therein. Partial prepayments of subsection 4.8)Multicurrency Revolving Credit Loans shall be in an aggregate principal amount in Dollars equal to, or an amount in an Available Foreign Currency of which the Dollar Equivalent is at least $5,000,000, as rounded upwards to the nearest 100,000 units in the relevant Available Foreign Currency.
(iic) If, at on any time during the Commitment PeriodReset Date, for any reason either (A) the Aggregate Multicurrency Outstandings exceed Revolving Credit Exposure (expressed in Dollars) exceeds an amount equal to 105% of the Total Multicurrency Revolving Credit Commitment, then (i) the Administrative Agent shall give notice thereof to each Multicurrency Revolving Credit Lender and the Company and (ii) the Company shall, or shall cause the relevant Borrower to, on the next succeeding Business Day, prepay outstanding Multicurrency Revolving Credit Loans in an amount so that after giving effect to any such prepayments, the Aggregate Multicurrency CommitmentsRevolving Credit Exposure (expressed in Dollars) does not exceed the Total Multicurrency Revolving Credit Commitment. If, on any Reset Date, the Aggregate Multicurrency Revolving Credit Exposure with respect to a particular Available Foreign Currency (Bexpressed in Dollars) exceeds an amount equal to 105% of the Currency Sublimit applicable to such Available Foreign Currency, then (i) the Aggregate Swingline Outstandings exceeds Administrative Agent shall give notice thereof to each Multicurrency Revolving Credit Lender and the Company and (ii) the Company shall, or shall cause the relevant Borrower to, on the next succeeding Business Day, prepay outstanding Multicurrency Revolving Credit Loans in such Available Foreign Currency in an amount so that after giving effect to any such prepayments, the Aggregate Swingline Commitment or Multicurrency Revolving Credit Exposure with respect to such Available Foreign Currency (Cexpressed in Dollars) the L/C Obligations does not 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 Currency Sublimit with the provisions of subsection 4.8, as the case may be, in amounts respect to such that any such excess is eliminatedAvailable Foreign Currency.
(iiid) If at any time any mandatory prepayment (other than the type referred to in paragraph (c) above) is required to be made in respect of any Permitted Other Acquisition Debt, such mandatory prepayment shall be applied toward the prepayment of the Term Loans and such Permitted Other Acquisition Debt ratably based on the outstanding principal amounts thereof.
(e) Each prepayment of Loans pursuant to this subsection 3.1(b) Section 5.04 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under subsection 3.11 Section 5.12 in connection with such prepayment.
(f) Prepayments of any Class of Loans pursuant to this Section 5.04 shall be applied as follows: (i) in the case of prepayments made by the Company, first, to prepay Base Rate Loans of such Class then outstanding and ----- second, to prepay Eurodollar Loans of such Class then outstanding and (ii) in ------ case of prepayments of Multicurrency Revolving Credit Loans made by a Borrower, to prepay Multicurrency Revolving Credit Loans borrowed by such Borrower. Optional prepayments of the Tranche A Term Loans or the Tranche B Term Loans shall be applied ratably and to the installments thereof in the direct order of scheduled maturity or in the inverse order of scheduled maturity at the option of the Company. Mandatory prepayments of the Tranche A Term Loans or the Tranche B Term Loans shall be applied ratably and to the installments thereof ratably in accordance with the then outstanding amounts thereof or in the inverse order of scheduled maturity at the option of the Company.
(g) The Company shall, unless otherwise agreed to by the Swing Line Lender, prepay all Swing Line Loans then outstanding simultaneously with each borrowing of US$ Revolving Credit Loans.
Appears in 1 contract
Optional and Mandatory Prepayments. (a) The Borrower may at any ---------------------------------- time and from time to time prepay outstanding the Revolving Credit Loans or Swingline and the Swing Line Loans, in whole or in part, without premium or penalty (other than any amounts payable required to be paid pursuant to subsection 3.11 if 4.13 in connection with such prepayment is of LIBOR Loans and is made on a day other than the last day of the Interest Period with respect theretoprepayment), (i) upon at least four three Business Days’ ' irrevocable notice to the Administrative Agent (in the case of Revolving Credit Loans Eurodollar Loans) and (ii) in the case of Swingline Loans, at least one Business Day's irrevocable notice to the Administrative Agent by not later than 3:00 P.M.(in the case of Base Rate Loans), 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 (i) of LIBOR Revolving Credit Loans or Swing Line Loans, ABR Loans, or a combination thereof, and (ii) of Eurodollar Loans, Base Rate Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each, or of Swingline Loans. 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 by the Borrower 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 Multicurrency the Revolving Credit Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $5,000,000 2,500,000 or an integral a whole 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 an integral multiple of $100,000 500,000 in excess thereof.
(ib) If, at any time during the Commitment Period, for any reason the Total Aggregate Revolving Credit Outstandings of all Lenders exceed the Aggregate lesser of (i) the Borrowing Base then in effect and (ii) the aggregate Commitments then in effect (whether as result of a reduction in the Commitments pursuant to subsection 2.9(b), subsection 4.4(c) or otherwise), the Borrower shall, without notice or demand, immediately (in the 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, together with interest accrued to the date of such 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 prepay cash collateralize first the Loans then outstanding L/C Obligations and second the then outstanding CAF ----- ------ Advances, in an aggregate amount that equals or exceeds the amount of equal to such excess upon terms reasonably satisfactory to the Administrative Agent.
(ori) 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 L/C Obligations after all Loans have been prepaidclause (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), cash collateralize with such L/C Obligations in accordance with reductions to be effective on the provisions date of subsection 4.8)receipt of any such Net Cash Proceeds.
(ii) IfUnless otherwise agreed in writing by the Majority Lenders, if at any time during the Commitment PeriodBorrower 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), for the Borrower shall repay the Revolving Credit Loans and the Swing Line Loans and any reason either (A) the Aggregate Multicurrency Outstandings exceed 105then outstanding Reimbursement Obligations in an aggregate amount equal to 100% of the Aggregate Multicurrency CommitmentsNet Cash Proceeds thereof, (B) together with accrued interest on such Loans and Reimbursement Obligations to the Aggregate Swingline Outstandings exceeds date of such payment and any amounts payable under subsection 4.13, such payments to be made promptly upon the Aggregate Swingline Commitment or (C) receipt of such Net Cash Proceeds and to be applied to the L/C Obligations exceed Extensions of Credit in 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 same order as that specified in accordance with the provisions of subsection 4.8, as the case may be, in amounts such that any such excess is eliminated4.4(b).
(iiid) Each prepayment 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 3.1(b) 4.4 shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepaymentapplied 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 at any time and from time to time prepay outstanding Revolving Credit Loans or Swingline the Loans, in whole or in part, without premium or penalty (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 three Business Days’ irrevocable notice to the Administrative Agent (in the case of Revolving Credit Loans Eurodollar Loans) and (ii) in the case of Swingline Loans, at least one Business Day’s irrevocable notice to the Administrative Agent by not later than 3:00 P.M.(in the case of Prime Loans), 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 LIBOR Eurodollar Loans, ABR Loans, Prime Loans or a combination thereof, and, in each case if of a combination thereof, the amount allocable to each, or of Swingline Loans. 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 by the Borrower on the date specified therein. Partial prepayments of Multicurrency the 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 $5,000,000 500,000 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 an integral a whole multiple of $100,000 in excess thereof.
(i. Amounts to be applied in connection with prepayments made pursuant to this Section shall be applied to the prepayment of the Term Loans in accordance with subsection 4.8(a)(ii) and shall be made, first, to Prime Loans and, second, to Eurodollar Loans. If, at any time during the Revolving Credit Commitment Period, for any reason the Aggregate Revolving Credit Outstandings Outstanding of all the Revolving Lenders exceed 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 shall, without notice or demand, immediately prepay the Revolving Credit Loans in an amount that equals or exceeds and, to the amount of such excess (or, in the case of L/C Obligations after all Loans have been prepaidextent required, cash collateralize Letters of Credit, in each case, in an aggregate amount at least sufficient to eliminate any such L/C Obligations in accordance with the provisions of subsection 4.8).
(ii) If, excess. If at any time during the Commitment Periodfiscal year end commencing on or after June 30, 2009, for any reason either (A) which the Aggregate Multicurrency Outstandings exceed 105% ratio of Consolidated Funded Debt to Consolidated EBITDA as at the Aggregate Multicurrency Commitmentsend of such fiscal year was in excess of 2.0 to 1.0, (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 demandwithin one hundred fifty (150) days of the end of such fiscal year end, immediately prepay apply an amount in prepayment of the Multicurrency Term Loans and/or the Swingline in inverse order of maturity ratably among each Term Lenders Term Loans and/or cash collateralize the L/C Obligations equal to fifty (50%) percent of any Excess Cash Flow in accordance with the provisions respect of subsection 4.8, as the case may be, in amounts such that any such excess is eliminated.
(iii) fiscal year. Each prepayment of Loans pursuant to this subsection 3.1(b) 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 3.11 4.11 or 4.15 in connection with such prepayment.
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Optional and Mandatory Prepayments. (a) The Borrower may may, at any time and from time to time time, prepay outstanding the Revolving Credit Loans or Swingline Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant except, with respect to subsection 3.11 if such prepayment is of LIBOR Eurodollar Loans and is made that are prepaid on a day date other than the last day of the Interest Period with respect thereto, as provided under subsection 4.11), upon (iin the case of prepayments of Eurodollar Loans) upon at least four two Business Days’ ' irrevocable notice to the Administrative Agent and upon (in the case of Revolving Credit Loans and (iiprepayments of ABR Loans) in the case of Swingline Loans, irrevocable notice to the Administrative Agent by not later than 3:00 P.M.prior to 11:00 A.M., New York City time, on the Business Day immediately preceding the date of such prepayment, in each case ((i) and (ii) above) specifying the date and amount of prepayment and whether the prepayment is of LIBOR Eurodollar Loans, ABR Loans, Loans or 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 affected 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 any amounts payable pursuant to subsection 4.11 in connection therewith. Partial prepayments of Multicurrency Loans under this subsection 4.1(a) shall be in an aggregate principal amount the Dollar Equivalent of which is at least $5,000,000 10,000,000 or an integral a whole 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 an integral multiple of $100,000 in excess thereof.58
(ib) If, at any time during prior to the Commitment PeriodCollateral Release Date, for any reason the Aggregate Revolving Credit Outstandings of all Lenders at such time exceed the Aggregate Revolving Credit Commitments then in effectBorrowing Base at such time, the Borrower shall, without notice or demand, immediately prepay repay the Revolving Credit Loans and/or Swing Line Loans in an aggregate principal amount that equals or exceeds equal to the lesser of (i) the amount of 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 4.8).
and (ii) Ifthe aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding, at together with interest accrued to the date of such payment or prepayment on the principal so prepaid and any time during amounts payable under subsection 4.11 in connection therewith. To the Commitment Periodextent that after giving effect to any prepayment of the Revolving Credit Loans and Swing Line Loans required by the preceding sentence, for any reason either (A) the Aggregate Multicurrency Revolving Credit Outstandings exceed 105% of the Aggregate Multicurrency Commitments, (B) the Aggregate Swingline Outstandings exceeds the Aggregate Swingline Commitment or (C) the L/C Obligations at such time exceed the L/C CommitmentBorrowing Base at such time, the Borrower shall, without notice or demand, immediately prepay deposit in a Cash Collateral Account upon terms reasonably satisfactory to the Multicurrency Loans and/or Administrative Agent an amount equal to the Swingline Loans and/or cash collateralize 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 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 the provisions of subsection 4.8, as the case may be, in amounts such that any such excess is eliminated.
(iii) Each prepayment of Loans pursuant to this subsection 3.1(b) 4.1(b). The Borrower shall be accompanied by any amounts payable under also prepay the Revolving Credit Loans to the extent required to comply with subsection 3.11 in connection with such prepayment3.23.
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Samples: Credit Agreement (Kmart Corp)
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay outstanding the Revolving Credit Loans or Swingline Loans, in whole or in part, without premium or penalty (other than any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR Eurodollar 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 Agent in the case of Revolving Credit Loans and (ii) in the case of Swingline LoansAgent, 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 LIBOR Eurodollar Loans, ABR Loans, Loans or 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 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 $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 an integral multiple of $100,000 in excess thereof.
(i) If, at any time during the Commitment Period, for any reason the Aggregate Revolving Credit 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 an amounts such that the sum of (A) the aggregate principal amount that 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 (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 4.8)excess.
(ii) If, at any time during the Commitment Period, for any reason either (Ax) the Aggregate Total Outstandings of all Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments of the Multicurrency Lenders and/or Local Currency Loans, (y) the Aggregate Multicurrency Outstandings exceed 105% the aggregate Multicurrency Commitments or (z) the sum of the Aggregate Multicurrency Commitments, (B) Outstandings plus the Aggregate Swingline Outstandings Dollar Equivalent of the aggregate outstanding principal amount of Local Currency Loans exceeds the Aggregate Swingline Commitment or (C) the L/C Obligations exceed the L/C Commitmentaggregate Multicurrency Commitments, the Borrower shall, without notice or demand, immediately prepay the Revolving Credit Loans and/or the Multicurrency Loans and/or the Swingline Local Currency 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 such excess is eliminated.
(iii) Each prepayment of Loans pursuant to this subsection 3.1(b3.1(c) shall be accompanied by 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 this subsection 3.1(c) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made pursuant to this subsection 3.1(c) on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day.
(d) If a Receivables Transaction is consummated on any date, on the next Business Day, the Borrower shall prepay the Revolving Credit Loans (or at the option of the Borrower, the Revolving Credit Loans under the Existing Credit Agreement), Multicurrency Loans (or at the option of the Borrower, the Multicurrency Loans under the Existing Credit Agreement), Local Currency Loans (or at the option of the Borrower, the Local Currency Loans under the Existing Credit Agreement) and/or cash collateralize the L/C Obligations in an aggregate amount equal to the Receivables Transaction Prepayment Amount in respect of such Receivables Transaction.
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Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay outstanding Revolving Credit the Term Loans or Swingline Loansmade to it, in whole or in part, subject to subsection 3.12, without premium or penalty (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)penalty, (i) upon at least four three Business Days’ irrevocable notice by the Borrower to the Administrative Agent (in the case of Revolving Credit Loans Eurocurrency Loans), and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (ii) in the case of Swingline ABR Loans, irrevocable ). Such 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 (shall specify (i) and (ii) above) specifying the date and amount of prepayment prepayment, and (ii) whether the prepayment is of LIBOR Eurocurrency Loans, ABR Loans, Loans or a combination thereof, and, if of a combination thereof, the principal amount allocable to each, or of Swingline Loans. 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 by the Borrower 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 Multicurrency 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 the Dollar Equivalent of which is at least $5,000,000 or an integral multiple multiples of $1,000,000 1.0 million; provided that, notwithstanding the foregoing, the Term Loans may be prepaid 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 an integral multiple of $100,000 in excess thereoftheir entirety.
(ib) IfOn or before the date that is ten Business Days after the 105th day following the end of each fiscal year of the Borrower, at any time during beginning with the Commitment Periodfirst such fiscal year ending on or after December 31, for any reason the Aggregate Revolving Credit Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments then in effect2008 (each, an “ECF Payment Date”), the Borrower shall, without notice or demandin accordance with subsection 3.4(d) and 3.4(e), immediately prepay the Term Loans in an amount that equals or exceeds equal to (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 such excess (orTerm Loans prepaid pursuant to subsection 3.4(a), and any loans under the other Credit Facilities prepaid and, in the case of L/C Obligations after all 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 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 have been prepaidprepaid pursuant to subsection 3.4(a), cash collateralize 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 extent accompanied by a corresponding permanent commitment reduction under such L/C Obligations facility, in accordance 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 provisions Incurrence of long-term Indebtedness (in the case of this clause (y), without duplication of any amount thereof previously deducted in any calculation pursuant to this subsection 4.8).
(ii3.4(b) If, at any time during the Commitment Period, for any reason either prior ECF Payment Date) (the amount described in this clause (A) the Aggregate Multicurrency Outstandings exceed 105% of the Aggregate Multicurrency Commitments, “ECF Prepayment Amount”) minus (B) the Aggregate Swingline Outstandings exceeds portion of such ECF Prepayment Amount applied (to the Aggregate Swingline Commitment extent the Borrower or any 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 the Revolving Facility, any Special Purpose Financing or any other revolving credit or working capital financing.
(Cc) the L/C Obligations exceed the L/C Commitment, the 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 subsection 3.4(d) and 3.4(e), prepay the provisions of Term Loans to the extent required by subsection 4.8, as the case may be, in amounts such that any such excess is eliminated7.4(b)(ii) (subject to subsection 7.4(c)).
(iii) Each prepayment of Loans pursuant to this subsection 3.1(b) shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Great North Imports, LLC)
Optional and Mandatory Prepayments. (a) The Borrower may CP Issuer may, subject to Section 3.16, at any time and from time to time time, prepay outstanding the Revolving Credit Loans or Swingline Loansthen outstanding, in whole or in part, without premium or penalty (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 three Working Days’ ' irrevocable notice to the Administrative Agent Liquidity Agent, in the case of Revolving Credit Loans and (ii) Eurodollar Loans, upon at least two Business Days' irrevocable notice to the Liquidity Agent, in the case of Swingline Loans, C/D Rate Loans and by giving irrevocable notice to the Administrative Liquidity Agent by not later than 3:00 P.M.10:00 a.m., New York City time, on the Business Day immediately preceding the date of such prepayment, in the case of Base Rate Loans, each case (such notice to specify (i) and (ii) above) specifying the date and amount of prepayment and such prepayment, (ii) whether the prepayment is of LIBOR Eurodollar Loans, ABR C/D Rate Loans, Base Rate 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, or of Swingline Loansprovided 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 by the Borrower on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments Each partial prepayment of Multicurrency the Loans pursuant to this paragraph (a) shall be in an aggregate principal amount the Dollar Equivalent of which is at least equal to $5,000,000 or an integral a greater whole multiple of $1,000,000 1,000,000; provided that unless the Eurodollar Loans or C/D Rate Loans comprising any Tranche are prepaid in excess thereof. Partial prepayments of Revolving Credit Loans denominated in Dollars full, no prepayment shall be made in an respect of Eurodollar Loans or C/D Rate Loans if, after giving effect to such prepayment, the aggregate principal amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline the Loans comprising any Tranche shall be in an aggregate principal amount which is at least less than $100,000 or an integral multiple of $100,000 in excess thereof5,000,000.
(ib) IfIf the CP Issuer makes a prepayment (whether optional or mandatory, at including any time during prepayment made as a result of the Commitment PeriodLoans being declared due and payable prior to their stated maturity pursuant to Section 8.01) in respect of Revolving Loans (other than Base Rate Loans), for any reason provided that, in accordance with Section 10.12, all payment obligations of the Aggregate Revolving Credit Outstandings of all Lenders exceed the Aggregate Revolving Credit Commitments CP Issuer with respect to Commercial Paper, Loan Notes and LOC Disbursements attributable to Refunding Drawings are then in effectsatisfied or provided for, the Borrower shallCP Issuer agrees to pay to the Liquidity Agent for the account of each Bank, without notice or demand, immediately prepay the Loans a prepayment fee in an amount that equals or exceeds determined by the Liquidity Agent (which determination shall be rebuttable presumptive evidence of the 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 prepayment) of the aggregate amount of interest which would have accrued at the interest rate in effect in respect of such Revolving Loan (or, in other than the case Base Rate Loans) on the date of L/C Obligations after all such prepayment on the principal amount of the Revolving Loans have being prepaid from the date of such prepayment if such amount had remained outstanding and been prepaid, cash collateralize repaid on the last day of the Interest Period for such L/C Obligations in accordance with the provisions of subsection 4.8).
Revolving Loan during which such prepayment was made over (ii) If, an amount equal to the present value (discounted at any time during the Commitment Period, for any reason either (ABase Rate in effect on the date of such prepayment) the Aggregate Multicurrency Outstandings exceed 105% of the Aggregate Multicurrency Commitments, aggregate amount of interest which would accrue on the principal amount of the Revolving Loans (Bother than the Base Rate Loans) so prepaid if such principal amount were invested on the Aggregate Swingline Outstandings exceeds date of such prepayment until the Aggregate Swingline Commitment or last day of such Interest Period at the Treasury Rate (Cas hereinafter defined) the L/C Obligations exceed the L/C Commitmentplus 0.50%. For purposes of this Section 5.02(b), 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 such excess is eliminated.
(iii) Each prepayment of Loans pursuant to this subsection 3.1(b) term "Treasury Rate" shall be accompanied by any amounts payable under subsection 3.11 in connection with such prepayment.mean a percentage amount equal to:
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