Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as provided in clause (iii) below); provided, that (1) such notice must be received by the Administrative Agent not later than 2:00 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or Types) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 3 contracts
Samples: Credit Agreement (CBS Radio Inc.), Credit Agreement (CBS Radio Inc.), Credit Agreement (CBS Corp)
Optional. (i) The Subject to the last sentence of this Section 2.04(a), any Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 9:00 a.m.
(A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (B3) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Term SOFR Loans or Daily Simple SOFR Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or Types) Types of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the any Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, any additional amounts required pursuant to Section 3.05. In Notwithstanding the case foregoing, if such notice of each prepayment indicates that such prepayment is to be funded with the proceeds of a new financing that would result in the repayment of all Obligations in connection therewith, the termination of the Loans pursuant to and Commitments under this Section 2.05(a)(iAgreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must of prepayment may be received by the Swing Line Lender and the Administrative Agent revoked if such New Financing is not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinconsummated.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 3 contracts
Samples: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International), Credit Agreement
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term A Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 300,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment with respect to each Class of Loans to be prepaid and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; providedprovided that a notice of optional prepayment may state that such notice is conditional upon the effectiveness of any facility or instrument refinancing all or a portion of the outstanding Term A Loans or Revolving Credit Loans and Revolving Credit Commitments or upon the consummation of an acquisition transaction, that the Borrower may rescind any in which case such notice of prepayment under this Section 2.05(amay be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall condition is not be consummated or shall otherwise be delayedsatisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each .
(ii) Each prepayment of the outstanding Term A Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the then remaining scheduled amortization principal repayment installments of the Term A Facility as the Borrower directs, and each prepayment of Term A Loans required under Section 2.07(a) as directed by and Revolving Credit Loans shall be paid to the BorrowerLenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.
(iiiii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, prepayment and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 3 contracts
Samples: Credit Agreement (Valvoline Inc), Credit Agreement (Ashland Inc.), Credit Agreement (Ashland Inc.)
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as provided in clause (iiiiv) below); provided, provided that (1i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and Loans, (B) on the date of prepayment of Base Rate Loans, (C) five Business Days prior to any date of prepayment of Fixed Rate Loans; (2ii) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall (x) specify the date and amount of such prepayment and the Class (or Classes) Facility and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans and (y) in the case of a prepayment that is an Additional Term Loan Prepayment, such notice shall be accompanied by (I) a certificate of a Responsible Officer to the Administrative Agent, countersigned by each of the Term Loan Lenders, certifying that the requirements for such Additional Term Loan Prepayment have been satisfied and the amount of any Additional Cashless Term Loan Prepayment and (II) any other tax documentation reasonably requested by the Administrative Agent from the Borrower or any applicable Term Loan Lender. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the Aggregate Revolving Credit Commitment or Aggregate Term Loan Commitment, as applicable). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In 3.05 (including the case capitalization of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings any interest to be repaidpaid-in-kind). Any Additional Term Loan Prepayment of a Fixed Rate Loan shall be accompanied by all accrued interest on the amount prepaid (including the capitalization of any interest to be paid-in-kind) to the extent that such interest is permitted to be paid under Section 11.01. Subject to Section 2.16, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the relevant Facilities; provided that, if a joint notice signed by each Term Loans pursuant Loan Lender in form reasonably satisfactory to this Section 2.05(a)(i) the Administrative Agent is delivered to the Administrative Agent at least one Business Day prior to the date of an Additional Term Loan Prepayment, such prepayment shall be applied to the remaining scheduled amortization installments of among the Term Loans required under Section 2.07(a) Loan Lenders as directed by the Borrowersuch joint notice.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2ii) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior Except as set forth in clause (d) of Section 11.01 and notwithstanding anything to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transactioncontrary contained herein, the Borrower shall pay not be permitted to prepay the Term Loan Facility (pursuant to Section 2.05(a)(i) or otherwise) until the occurrence of the Revolving Credit Facility Termination Date, provided that the Administrative Agent, for the ratable account of each Term Lenderin its sole discretion, (I) in the case of clause (x), may permit a prepayment premium of 1% of the amount in full of the Term Loan Facility on the Revolving Credit Facility Termination Date, provided further that the Administrative Agent will not release funds paid with respect to the Term Loan Facility to any Term Loan Lender until the Administrative Agent has deemed, in its reasonable discretion, that the Revolving Credit Facility Termination Date has occurred.
(iv) The Administrative Agent shall apply an Additional Cashless Term Loan Prepayment by reducing the principal of the outstanding Term Loans being to be prepaid and (II) as set forth in the case of relevant notice described in clause (y), a payment equal to 1% i) of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”this Section 2.05(a).
Appears in 3 contracts
Samples: Credit Agreement (B. Riley Financial, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.)
Optional. (i) The Except as otherwise provided below in this Section 2.06(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans, Working Capital RC Loans and Revolving Credit Pre-Funded RC Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1) such notice must be received by the Administrative Agent not later than 2:00 12:30 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and provided further, however, that, unless all Pre-Funded RC Loans are to be repaid in full and all Pre-Funded RC Commitments are to be terminated at the time of such prepayment, voluntary prepayments of Pre-Funded RC Loans only may be made with cash proceeds actually received by the Borrower after the Closing Date (including through capital contributions received from Holdings) from a Permitted Equity Issuance by Holdings or the Borrower. Each such notice shall specify the date and amount of such prepayment and prepayment, the Class (or ClassesClass(es) and Type (or TypesType(s) of Loans to be prepaid and (i) in the case of a prepayment of Term Loans, the manner in which the Borrower elects to have such prepayment applied to the remaining repayments thereof; provided that in the event such notice fails to specify the manner in which the respective prepayment of Term Loans shall be applied to repayments thereof required pursuant to Section 2.08(a), such prepayment of Term Loans shall be applied in direct order of Borrowing maturity to repayments thereof required pursuant to Section 2.08(a), and (or Borrowingsii) to be prepaidin the case of a partial prepayment of Pre-Funded RC Loans, a certification that such prepayment is being made with new cash equity proceeds as provided above in this Section 2.06(a). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.053.05(a). In the case of each Each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment 2.06(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior Notwithstanding anything to the date that is twelve (12) months following the Closing Datecontrary contained in this Agreement, the Borrower (xmay rescind any notice of prepayment under Section 2.06(a)(i) makes any or 2.06(a)(ii) if such prepayment would have resulted from a refinancing in total of Term Loans in connection with any Repricing Transactiona Facility, which refinancing shall not be consummated or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)otherwise be delayed.
Appears in 3 contracts
Samples: Credit Agreement (Bloomin' Brands, Inc.), Credit Agreement (Cheeseburger-Ohio, Limited Partnership), Credit Agreement (Osi Restaurant Partners, LLC)
Optional. (i) The Borrower Co-Borrowers may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Committed Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 2,500,000.00 or a whole multiple of $1 million 500,000.00 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; and (3C) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 500,000.00 or a whole multiple of $100,000 100,000.00 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Committed Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the BorrowerCo-Borrowers, the Borrower Co-Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In Subject to Section 2.17, each such prepayment shall be applied to the case of each prepayment Committed Loans of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the BorrowerApplicable Percentages.
(ii) The Borrower Co-Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000.00. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerCo-Borrowers, the Borrower Co-Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 3 contracts
Samples: Credit Agreement (Premier, Inc.), Credit Agreement (Premier, Inc.), Credit Agreement (Premier, Inc.)
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1i) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (2ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided further that any such notice may state that such notice is conditioned upon effectiveness of other financing or the occurrence of other events, in which case such notice may be revoked by the Borrower, by notice to the Administrative Agent on or prior to the date specified therein if such condition is not satisfied. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Committed Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In Each such prepayment shall be applied to the case of each prepayment Committed Loans of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the BorrowerApplicable Percentages.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, prepayment and (2ii) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 3 contracts
Samples: Credit Agreement (Sandridge Energy Inc), Credit Agreement (Sandridge Energy Inc), Credit Agreement (Sandridge Energy Inc)
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and any Revolving Credit Loans Borrowing in whole or in part without premium or penalty penalty; provided that, (except as provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three four (34) Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (B2) on the one (1) Business Day prior to any date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest thereonon the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant Subject to this Section 2.05(a)(i)2.14, the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Revolving Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)prepaid.
Appears in 3 contracts
Samples: Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.)
Optional. (i) The Borrower Subject to Section 5.4., the Borrowers may, upon notice to the Administrative Agent, prepay any Loan in full or in part at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty penalty. The Borrower Representative shall give the Administrative Agent written notice (except as provided in clause (iii) below); provided, that (1) such notice must be received by in a form acceptable to the Administrative Agent not later than 2:00 p.m. Agent) by 11:00 a.m. New York City time (Ai) at least three (3) Business Days prior to the prepayment in the case of any date of prepayment of Eurodollar Rate Loans LIBOR Loan and (Bii) on the date Business Day of the prepayment, in the case of any Base Rate Loan. Any prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate LIBOR Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; thereof and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or ClassesType(s) and Type (or TypesTranche(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche). If such notice is given by the BorrowerBorrower Representative, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, provided that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment would have resulted from a refinancing may be revoked or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise effective date specified therein may be delayed. Any prepayment of a Eurodollar Rate LIBOR Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.055.4. In the case of each Each prepayment of the outstanding Loans pursuant to this Section 2.05(a)(i), 2.9.(a) shall be applied as directed by the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaidRepresentative, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Commitment Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”relevant Tranche(s).
Appears in 3 contracts
Samples: Loan Agreement (Park Hotels & Resorts Inc.), Loan Agreement (Park Hotels & Resorts Inc.), Delayed Draw Term Loan Agreement (Park Hotels & Resorts Inc.)
Optional. (i) The Borrower may, upon written notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1i) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on one Business Day prior to the date of any prepayment of Base Rate Loans; (2ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided, further, that any such notice may state that such notice is conditioned upon effectiveness of other financing or the occurrence of other events, in which case such notice may be revoked by the Borrower, by notice to the Administrative Agent on or prior to the date specified therein if such condition is not satisfied. Each such notice shall be substantially in the form of Exhibit B hereto and specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Committed Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In Each such prepayment shall be applied to the case of each prepayment Committed Loans of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the BorrowerApplicable Percentages.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 3 contracts
Samples: Refinancing Amendment (Sandridge Energy Inc), Refinancing Amendment (Sandridge Energy Inc), Credit Agreement (Sandridge Energy Inc)
Optional. (i) The Borrower may, upon written notice from the Borrower to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1i) such notice must be received by the Administrative Agent not later than 2:00 p.m. 10:00 a.m. (Ax) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Term Benchmark Loans denominated in Dollars, (y) four (4) Business Days prior to any date of prepayment of Term Benchmark Loans denominated in Agreed Foreign Currencies or RFR Loans, and (Bz) on the date of prepayment of Base Rate Loans; (2ii) any such prepayment of Term Benchmark Loans denominated in Dollars shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii) any prepayment of Eurodollar Rate Term Benchmark Loans denominated in Agreed Foreign Currencies or RFR Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding); and (3iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Term Benchmark Loans are to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount Interest Period(s) of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayedLoans. Any prepayment of a Eurodollar Rate Term Benchmark Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.054.05. In Notwithstanding the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i)foregoing, the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) if such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any prepayment indicates that such prepayment shall be in is conditioned upon the consummation of a minimum principal amount of $100,000 new debt or a whole multiple of $100,000 in excess thereof orequity financing or any other similar transaction specified therein, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of prepayment may be revoked or extended if such prepayment. If such notice condition is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable not satisfied on the date specified thereinin such notice; provided that Section 4.05 shall not apply to any such revocation or delay.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 3 contracts
Samples: Credit Agreement (Dynatrace, Inc.), Credit Agreement (Dynatrace, Inc.), Credit Agreement (Dynatrace, Inc.)
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part and, except as set forth below in clause (d) below, without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York City time) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $5 million 1,000,000, or a whole multiple of $1 million 500,000 in excess thereof; thereof and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or Types) of Loans and the order of Borrowing (or Borrowings) to be prepaidprepayment. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii. Any prepayment of any Loan pursuant to this Section 2.03(a) In the event thatshall be accompanied by all accrued interest thereon, on or prior together with any additional amounts required pursuant to Section 3.05. Notwithstanding anything to the date that is twelve (12) months following the Closing Datecontrary contained in this Agreement, the Borrower (xmay rescind any notice of prepayment under Section 2.03(a) makes any if such prepayment would have resulted from a refinancing of the Loan, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment of Term Loans pursuant to this Section 2.03(a) shall be applied in connection with any Repricing Transaction, or (y) effects any amendment an order of this Agreement resulting in a Repricing Transaction, priority to repayments thereof required pursuant to Section 2.04 as directed by the Borrower and, absent such direction, shall pay be applied in direct order of maturity to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal repayments thereof required pursuant to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)Section 2.04.
Appears in 3 contracts
Samples: Credit Agreement (Vivint Solar, Inc.), Credit Agreement (Vivint Solar, Inc.), Credit Agreement (Vivint Solar, Inc.)
Optional. (i) The Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i)2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower (provided that in the event that the Borrower does not specify the order in which to apply prepayments, the Borrower may shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal of such Term Loans in its sole discretion select the Borrowing or Borrowings to be repaidreverse order of maturity, and subject to Section 2.17, each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the relevant Facilities. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Term Loans Facility pursuant to this Section 2.05(a)(i) shall be applied to during the remaining scheduled amortization installments of period from the Term Loans required under Section 2.07(a) as directed by Closing Date through the Borrowerdate ten Business Days thereafter.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (TopBuild Corp), Credit Agreement (TopBuild Corp)
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as provided in clause (iii) below); provided, that (1) such notice must be received by the Administrative Agent not later than 2:00 p.m. (A) least three (3) Business Days prior to any the date of prepayment such prepayment, in the case of Eurodollar Term SOFR Advances, Eurocurrency Rate Loans Advances or Daily Simple XXXXX Advances, and not later than 11:00 A.M. (BNew York City time) on the date of prepayment such prepayment, in the case of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a Advances, to the Agent stating the proposed date and aggregate principal amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or Types) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such noticeprepayment, and of the amount of such Lender’s Pro Rata Share of such prepayment. If if such notice is given by the BorrowerBorrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment of Advances shall be in an aggregate principal amount of not less than the Borrowing Minimum or a Borrowing Multiple in excess thereof, (y) in the event of any such prepayment of a Term SOFR Advance or Eurocurrency Rate Advance, the Borrower shall make such be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04 and (z) any prepayment and in respect of the payment amount specified in such notice Tranche B2 Facility shall be due subject to Section 2.10(a)(ii) below. Any prepayments pursuant to this Section 2.10(a) may be made with respect to one or more Facilities as may be determined by the Borrower and payable on shall not be required to be made ratably across the date specified therein; provided, that Facilities. Any prepayment with respect to the Tranche B Facility or the Tranche B2 Facility shall be applied to the remaining amortization payments thereunder as directed by the Borrower. The Borrower may rescind any notice of prepayment with respect to the Tranche B Facility or the Tranche B2 Facility under this Section 2.05(a2.10(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Tranche B Facility or other transactionthe Tranche B2 Facility, as applicable, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, that (other than in connection with a refinancing of the entirety of the Facilities in connection with a Change in Control) on or prior to the date that is twelve (12) six months following after the Closing Third Amendment Effective Date, (i) all or any portion of the Tranche B2 Loans are prepaid or repaid from the proceeds of an issuance or incurrence of Indebtedness by the Borrower or any of its Subsidiaries (x) makes including any prepayment of Term Loans in connection with Specified Refinancing Debt or Incremental Facility or any Repricing Transaction, other refinancing or (y) effects any incremental facility effected pursuant to an amendment of this Agreement resulting in a Repricing Transaction, Agreement) and the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced effective yield (in each case, to be determined in the reasonable discretion of the Administrative Agent consistent with generally accepted financial practices, after giving effect to margins and any applicable interest rate “Prepayment Premiumfloors”, recurring fees and all other upfront or similar fees or original issue discount, but excluding the effect of any bona fide arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders thereof) is, or upon satisfaction of specified conditions could be, lower than the effective yield in respect of the Tranche B2 Loans (as determined on the same basis) or (ii) a Tranche B2 Lender is deemed a Non-Approving Lender and must assign its Tranche B2 Loans pursuant to Section 2.18(b) in connection with any waiver, amendment or modification that would reduce the effective yield in effect with respect to such Tranche B2 Loans (each of clauses (i) and (ii), a “Repricing Event”), then in each case the aggregate principal amount so prepaid or repaid or assigned will be subject to a fee payable by the Borrower equal to 1.00% of the principal amount of Tranche B2 Loans prepaid or repaid or assigned in connection with such Repricing Event, on the date of such Repricing Event. Such fee shall be paid by the Borrower to the Agent, for the account of the Tranche B2 Lenders or such Non-Approving Lenders, on the date of such Repricing Event.
Appears in 2 contracts
Samples: Fifth Amendment to Credit Agreement (Science Applications International Corp), Credit Agreement (Science Applications International Corp)
Optional. (i) The Borrower Company may, upon notice to the Administrative Agent, at any time or from time to time elect to time, voluntarily prepay Term Loans and Revolving Credit the Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 1:00 p.m.
(A1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower3.07.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein[Reserved].
(iii) In [Reserved].
(iv) Notwithstanding anything to the event thatcontrary contained in this Agreement, the Company may rescind any notice of prepayment under Section 2.06(a)(i) if such prepayment would have resulted from a refinancing in full of the Facility, which refinancing shall not be consummated or shall otherwise be delayed.
(v) Notwithstanding anything to the contrary contained in this Agreement, if the Company fails to make any prepayment under Section 2.06(a)(i) on the prepayment date specified in the applicable prepayment notice, no Default or prior Event of Default shall result from such failure so long as the Company makes such prepayment within one Business Day of the specified prepayment date; provided that interest shall accrue on the unpaid amount from the specified prepayment date to the date that is twelve (12) months following of the Closing Date, the Borrower (x) makes any actual prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay at an interest rate equal to the Administrative Agent, for Base Rate plus the ratable account Applicable Margin regardless of each Term Lender, (I) in whether the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans Loan being prepaid and (II) in is a Base Rate Loan or a Eurocurrency Rate Loan, which interest shall be payable on the case of clause (y), a applicable interest payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)date.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Fidelity National Information Services, Inc.), Term Loan Credit Agreement (Fidelity National Information Services, Inc.)
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit any Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment for each Class of Loans to be prepaid and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, provided that the Borrower may rescind any such notice of a prepayment under this Section 2.05(a) if such prepayment would have resulted from a to be made in connection with any refinancing or other repayment of all of the Facility or other transaction, which Facilities with the proceeds of such refinancing or transaction of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence (provided further that the failure of such contingency shall not be consummated or shall otherwise be delayedrelieve the Borrower from its obligations in respect thereof under Section 3.05). Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the Tranche A Term Loans pursuant to this Section 2.05(a)(i), 2.05(a) shall be applied at the direction of the Borrower may or, if not so directed, to the remaining principal repayment installments thereof in its sole discretion select direct order of maturity. Each prepayment of any other Class of Term Loans pursuant to this Section 2.05(a) shall be applied as set forth in the Borrowing or Borrowings applicable Additional Credit Extension Amendment. The prepayment of Revolving Credit Loans shall be made on a pro rata basis across all Classes of Revolving Credit Loans (except to the extent that any applicable Additional Credit Extension Amendment provides that the Class of Revolving Credit Loans established thereunder shall be repaid, and such payment entitled to less than pro rata treatment). Each prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages (except as permitted under Section 2.16) in respect of the Term Class of Loans pursuant designated to this Section 2.05(a)(i) be prepaid by the Borrower; provided that such prepayment shall be applied first to Base Rate Loans to the remaining scheduled amortization installments full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of the Term Loans any payments required under Section 2.07(a) as directed to be made by the BorrowerBorrower pursuant to Section 3.05.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (MSCI Inc.), Credit Agreement (MSCI Inc.)
Optional. (i) The Each Borrower may, upon notice from such Borrower to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit the Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m.
(A1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans Loans, and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the Facility). If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term outstanding Loans pursuant to this Section 2.05(a)(i) shall be applied ratably to the remaining scheduled amortization installments Facility, and subject to Section 2.15, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the Term Loans required under Section 2.07(a) as directed by the BorrowerFacility.
(ii) The Either Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Master Assignment, Assignment of Liens, and Amendment No. 1 to Amended and Restated Credit Agreement (USD Partners LP), Credit Agreement (USD Partners LP)
Optional. (i) The Borrower may, upon prior written notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as provided expressly set forth in clause (iii) belowSection 2.09(c)); provided, provided that (1) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B) on one Business Day prior to the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $5 million 500,000, or a whole multiple of $1 million 100,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or ClassesClass(es) and Type (or Typesthe Type(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid. In connection with any voluntary prepayment that is consummated in respect of all or any portion of the Term Loans prior to the Prepayment Premium Date, the Borrower shall pay to the Term Lenders the applicable fee required by Section 2.09(c). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, unless rescinded, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date will promptly notify each Appropriate Lender of its receipt of each such notice, and of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 such Lender’s Pro Rata Share or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, unless rescinded, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05.
(iii) In the event that, on or prior Notwithstanding anything to the date that is twelve (12) months following the Closing Datecontrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all or any portion of the applicable Class or occurrence of another event, which refinancing or event shall not be consummated or shall otherwise be delayed.
(iv) Voluntary prepayments of Term Loans permitted hereunder shall be applied (x) makes pro rata to each Class of Term Loans then outstanding, (y) with respect to each Class of Term Loans, to the remaining scheduled installments of principal of each Class following the date of such prepayment as set forth in Section 2.07(a) in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity), and (z) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment.
(v) Notwithstanding anything in any Loan Document to the contrary, in addition to the terms set forth in Sections 2.05(a)(i) and (a)(ii) and 10.07, so long as no Default or Event of Default has occurred and is continuing, any Company Party may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such prepayment) (or Holdings or any of its Subsidiaries may purchase such outstanding Loans and immediately cancel them) without premium or penalty on the following basis:
(A) Any Company Party shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to the Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in connection each case made in accordance with this Section 2.05(a)(v) and without premium or penalty (except as provided in Section 2.09(c)).
(B) (1) Any Company Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five Business Days’ notice in the form of a Specified Discount Prepayment Notice (or such shorter period as agreed by the Auction Agent); provided that (I) any Repricing Transactionsuch offer shall be made available, or at the sole discretion of the Company Party, to (x) each Term Lender and/or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case Lender with respect to any Class of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the case terms of clause (ythis Section 2.05(a)(v)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $2,500,000 and whole increments of $500,000 in excess thereof and (IV) unless rescinded, each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a payment equal to 1% copy of such Specified Discount Prepayment Notice and a form of the aggregate amount Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of the Term Loans outstanding immediately prior delivery of such notice to such amendment that have been repriced Lenders (in each case, or such later date specified therein) (the “Specified Discount Prepayment PremiumResponse Date”).
Appears in 2 contracts
Samples: Credit Agreement (Playa Hotels & Resorts N.V.), Credit Agreement (Playa Hotels & Resorts N.V.)
Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent, (except as provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (Ax) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (y) five (5) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (Bz) on the date of prepayment of Base Rate Loans; (2B) any optional prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5 million 2,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) any optional prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, the currency and amount of such optional prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each optional prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the outstanding Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) The At any time the Autoborrow Agreement is not in effect, the Borrower may, upon notice to the Swing Line Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penalty; providedprovided that, that unless otherwise agreed by the Swingline Lender, (1A) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof hereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any . Any prepayment of Term Loans in connection principal shall be accompanied by all accrued interest on the amount prepaid, together with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay additional amounts required pursuant to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)Section 3.05.
Appears in 2 contracts
Samples: Credit Agreement (Team Inc), Credit Agreement (Team Inc)
Optional. (i) The Each Borrower may, upon notice from such Borrower to the Administrative Agent, at any time or from time to time elect to voluntarily prepay the Term Loans and or the Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by in a form acceptable to the Administrative Agent not later than 2:00 p.m. Agent
(A1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans or Canadian CDOR Rate Loans, and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; (C) any prepayment of Canadian CDOR Rate Loans shall be in a minimum principal amount of CAD1,000,000 or a whole multiple of CAD1,000,000 in excess thereof; and (3D) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding, and (E) any prepayment of Canadian Prime Rate Loans shall be in a minimum principal amount of CAD1,000,000 or a whole multiple of CAD1,000,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (to be prepaid and, if Eurocurrency Rate Loans or Borrowings) Canadian CDOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Eurocurrency Rate Loan or Canadian CDOR Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the outstanding Term Loans pursuant to this Section 2.05(a)(i) shall be applied ratably to the remaining scheduled amortization installments Term Facility, and subject to Section 2.15, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facility.
(ii) The Either Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (USD Partners LP)
Optional. (i) The Borrower Borrowers may, upon notice to the Administrative Agent from Borrower Agent, at any time or from time to time elect to voluntarily prepay Term Loans and or Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate SOFR Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate SOFR Loans shall be in a principal amount of at least $5 million or a whole multiple of $1 million in excess thereof100,000; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of at least $500,000 or a whole multiple of $100,000 in excess thereof 50,000 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, how such prepayment shall be applied and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowerBorrower Agent, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, provided that such notice may state that the prepayment is conditioned upon the effectiveness of other credit facilities, acquisitions or dispositions, in which case such notice may be revoked by Borrower may rescind any Agent (by notice of prepayment under this Section 2.05(ato Administrative Agent on or prior to the specified effective date) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall condition is not be consummated or shall otherwise be delayedsatisfied. Any prepayment of a Eurodollar Rate SOFR Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i), 2.06(a) shall be applied as specified by the Borrower may Agent in its sole discretion select the Borrowing or Borrowings applicable notice of prepayment and, in the absence of such direction, in the manner set forth in Section 2.06(b)(v). Subject to be repaidSection 2.17, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentage in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) The Borrower Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent)) from Borrower Agent, at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penaltypenalty (without a reduction of the Swing Line Sublimit); provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 3:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 10,000 or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerBorrower Agent, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Fourth Amendment to Amended and Restated Credit Agreement and First Amendment to Pledge and Security Agreement (e.l.f. Beauty, Inc.), Credit Agreement (e.l.f. Beauty, Inc.)
Optional. (i) The Borrower may, upon notice (which notice, subject to Section 3.05, may state that such prepayment is conditioned upon the effectiveness of other credit facilities or any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied) to the Administrative Agent, at any time or from time to time elect to voluntarily prepay the Term Loans and Revolving Credit Loans Loan in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1i) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) three (3) two Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (2ii) any prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Term Loan to be prepaid and, if Term SOFR Loans and the order of Borrowing (or Borrowings) are to be prepaid, the Interest Period(s) of such Term Loan. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the Term Loan Facility). If Subject to the first sentence in this Section 2.04(a), if such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, provided that a notice of prepayment of the Term Loan delivered by the Borrower may rescind any state that such notice is conditioned upon the effectiveness of prepayment under this Section 2.05(aother credit facilities in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall condition is not be consummated or shall otherwise be delayedsatisfied. Any prepayment of a Eurodollar Rate the Term Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans All payments made pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i2.04(a) shall be applied on a pro rata basis to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowereach Lender.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Senior Secured Bridge Credit Agreement (Clearway Energy LLC), Senior Secured Bridge Credit Agreement (Clearway Energy, Inc.)
Optional. (i) The Subject to the last sentence of this Section 2.04(a)(i), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 12:00 noon (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Eurodollar Rate Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; providedprovided that any such notice may be contingent upon the consummation of a refinancing, that acquisition, merger or disposition transaction and if such refinancing, acquisition, merger or disposition is not consummated on the date of repayment specified in such notice, such notice may be rescinded, or the date of prepayment specified therein extended, upon further notice from the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of to the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayedAdministrative Agent. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (Western Refining Logistics, LP), Credit Agreement (Western Refining Logistics, LP)
Optional. (i) The Borrower may, upon written notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1i) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on one Business Day prior to the date of any prepayment of Base Rate Loans; (2ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided, further, that any such notice may state that such notice is conditioned upon effectiveness of other financing or the occurrence of other events, in which case such notice may be revoked by the Borrower, by notice to the Administrative Agent on or prior to the date specified therein if such condition is not satisfied. Each such notice shall be substantially in the form of Exhibit B hereto and specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Committed Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In Each such prepayment shall be applied to the case of each prepayment Committed Loans of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the BorrowerApplicable Percentages.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (Amplify Energy Corp), Credit Agreement (Amplify Energy Corp)
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as provided in clause (iiiiv) below); provided, provided that (1i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and Loans, (B) on the date of prepayment of Base Rate Loans, (C) five Business Days prior to any date of prepayment of Fixed Rate Loans; (2ii) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or ClassesFacility, Type(s) and Type (or Types) and, if applicable, Tranche, of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the Aggregate Revolving Credit Commitment or Aggregate Term Loan Commitment with respect to the relevant Tranche, as applicable). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In Any Additional Term Loan Prepayment of a Fixed Rate Loan shall be accompanied by all accrued interest on the case amount prepaid (including the capitalization of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings any interest to be repaidpaid-in-kind) to the extent that such interest is permitted to be paid under Section 11.01. Subject to Section 2.16, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities and Tranches.
(ii) The Borrower may, upon notice [Reserved.]
(iii) Except as set forth in clause (d) of Section 11.01 and notwithstanding anything to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowercontrary contained herein, the Borrower shall make such prepayment and not be permitted to prepay the payment amount specified in such notice shall be due and payable on Term Loan Facility (pursuant to Section 2.05(a)(i) or otherwise) until the date specified therein.
(iii) In occurrence of the event that, on or prior to the date that is twelve (12) months following the Closing Revolving Credit Facility Termination Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to provided that the Administrative Agent, for the ratable account of each Term Lenderin its sole discretion, (I) in the case of clause (x), may permit a prepayment premium of 1% of the amount in full of the Term Loans being prepaid and (II) in Loan Facility on the case of clause (y)Revolving Credit Facility Termination Date, a payment equal provided further that the Administrative Agent will not release funds paid with respect to 1% of the aggregate amount of the Term Loans outstanding immediately prior Loan Facility to such amendment any Term Loan Lender until the Administrative Agent has deemed, in its reasonable discretion, that have been repriced (in each case, the “Prepayment Premium”)Revolving Credit Facility Termination Date has occurred.
Appears in 2 contracts
Samples: Credit Agreement (B. Riley Financial, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.)
Optional. (i) The Borrower or a Designated Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1i) such notice (including any conditional notice) must be received by the Administrative Agent not later than 2:00 p.m. 12:00 noon Pacific Time (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate ABR Loans; (2ii) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3iii) any prepayment of Base Rate ABR Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower or a Designated Borrower, the Borrower or such Designated Borrower, as applicable, shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, provided that the Borrower may rescind any a notice of prepayment under this Section 2.05(a) if delivered by the Borrower or a Designated Borrower may state that such prepayment would have resulted from a refinancing notice is conditioned upon the effectiveness of other credit facilities, any other Capital Market Transaction or other repayment of all of the Facility or any other transaction, in which refinancing or transaction shall not case such notice may be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied revoked by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed Designated Borrower (by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that specified effective date) if such condition is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)not satisfied.
Appears in 2 contracts
Samples: 364 Day Credit and Guarantee Agreement (PayPal Holdings, Inc.), 364 Day Credit and Guarantee Agreement (PayPal Holdings, Inc.)
Optional. (i) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time elect to time, voluntarily prepay the Term Loans and of any Class, Repatriation Bridge Loans of any Class and/or Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m.
(A1) three (3) Business Days prior to any date of prepayment of Eurodollar Term SOFR Loans denominated in Dollars, (2) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to any date of prepayment of Eurocurrency Rate Loans denominated in an Alternate Currency and (B3) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Eurocurrency Rate Loans or Term SOFR Loans, as applicable, shall be in a minimum principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class 89
(or Classesii) and Type (or Types) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower[Reserved].
(iiiii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple the lesser of $100,000 in excess thereof or, if less, and the entire total principal amount thereof of the Swing Line Loans then outstandingoutstanding and (C) any such prepayment shall be applied to the outstanding Swing Line Loans held by the Swing Line Lender. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iiiiv) Notwithstanding anything to the contrary contained in this Agreement, any notice of prepayment under Section 2.06(a)(i) or 2.06(a)(iii) may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
(v) [Reserved].
(vi) In the event that, on or prior to the date that is twelve six (126) months following after the Closing Amendment No. 7 Effective Date, the Borrower (x) makes prepays, repays, refinances, substitutes or replaces any prepayment of Initial Term Loans in connection with a Repricing Event (including, for the avoidance of doubt, any prepayment made pursuant to Section 2.06(b)(ii) that constitutes a Repricing Transaction, Event) or (y) effects any amendment of amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing TransactionEvent, the Borrower shall pay to the Administrative Agent, Agent for the ratable account of each Term Lenderof the applicable Lenders, (I) in the case of clause (x), a prepayment premium of 11.00% of the aggregate principal amount of the Initial Term Loans being prepaid so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a payment fee equal to 11.00% of the aggregate principal amount of the Initial Term Loans that are the subject of such Repricing Event outstanding immediately prior to such amendment amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Event; provided, however, that have been repriced (for the avoidance of doubt, in each casethe case of the exercise by the Borrower of its rights under Section 11.01(f) in connection with a Repricing Event effected through an amendment, the “Prepayment Premium”prepayment premium described in the immediately preceding clause (I) shall be payable to any Lender replaced or repaid pursuant to Section 11.01(f) (and not any Person who replaces such Lender) in respect of the Initial Term Loans assigned pursuant to Section 11.01(f) immediately prior to such Repricing Event. 90
(vii) In the event that, prior to the date that is six (6) months after the Amendment No. 58 Effective Date, the Borrower (x) prepays, repays, refinances, substitutes or replaces any 2022 Incremental Term B-2 Loans in connection with a Repricing Event (including, for the avoidance of doubt, any prepayment made pursuant to Section 2.06(b)(ii) that constitutes a Repricing Event) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Event, the Borrower shall pay to the Administrative Agent for the ratable account of each of the applicable Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the 2022 Incremental Term B-2 Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the 2022 Incremental Term B-2 Loans that are the subject of such Repricing Event outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Event; provided, however, that for the avoidance of doubt, in the case of the exercise by the Borrower of its rights under Section 11.01(f) in connection with a Repricing Event effected through an amendment, the prepayment premium described in the immediately preceding clause (I) shall be payable to any Lender replaced or repaid pursuant to Section 11.01(f) (and not any Person who replaces such Lender) in respect of the 2022 Incremental Term B-2 Loans assigned pursuant to Section 11.01(f) immediately prior to such Repricing Event.
Appears in 2 contracts
Samples: Credit Agreement (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet Holdings, Inc.)
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 50,000 or a whole multiple of $1 million 10,000 in excess thereof; provided that no prepayment may be made in an amount that would cause the amount of any outstanding Eurodollar Rate Loan to be less than $100,000; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 50,000 or a whole multiple of $100,000 10,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, provided that such notice may be conditioned on the Borrower may rescind occurrence or non-occurrence of any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayedevent. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In Subject to Section 2.15, each such prepayment shall be applied to the case of each prepayment Committed Loans of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the BorrowerApplicable Percentages.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding50,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (Sheridan Group Inc), Credit Agreement (Sheridan Group Inc)
Optional. (i) The Subject to the last sentence of this Section 2.05(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1i) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i), 2.05(a) shall be applied to the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaidprincipal repayment installments thereof on a pro-rata basis, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the relevant Facilities. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Term Loans Loan Facility pursuant to this Section 2.05(a)(i2.05(a) shall be applied to during the remaining scheduled amortization installments of period from the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on Closing Date through the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinten Business Days thereafter.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (Parker Drilling Co /De/), Credit Agreement (Parker Drilling Co /De/)
Optional. (i) The Each Borrower may, upon notice from the Parent Borrower to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) three (3) Business Days (or such shorter time period as may be agreed by the Administrative Agent in its sole discretion) prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; and (2ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepayment. If such notice is given by the Parent Borrower, the applicable Borrower shall make such prepayment and the payment prepayment amount specified in such notice shall be due and payable on the date specified therein, provided, however, that notwithstanding anything to the contrary contained herein, any such prepayment notice may be conditioned upon the effectiveness of other credit facilities or the closing of one or more securities offerings or other transactions; provided, that further, that, the Parent Borrower may must affirmatively rescind any notice of prepayment under this Section 2.05(a) if such prepayment would notice by a subsequent written notice to the Administrative Agent, if the condition in an original prepayment notice shall fail to be satisfied by the proposed effective date of such prepayment, and upon the Administrative Agent’s receipt of such rescinding notice, shall have resulted from a refinancing or other repayment no obligation to make any prepayment in respect of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayedsuch earlier prepayment notice. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower3.5.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (Parker Drilling Co /De/), Credit Agreement (Parker Drilling Co /De/)
Optional. (i) The Borrower Subject to the last sentence of this Section 2.05(a)(i), the Borrowers may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m. 8:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 500,000 or a whole multiple of $1 million 100,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; providedprovided that notwithstanding anything to the contrary contained in this Agreement, that the Borrower Holdings may rescind any notice of prepayment under this Section 2.05(a) 2.05 if such prepayment would have resulted from a refinancing or other repayment is conditioned on the occurrence of all of the Facility or other transactionan event, which refinancing or transaction event shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i)2.05(a) shall be applied to the Term A Facility and to the principal repayment installments thereof first, to the Borrower may next four (4) principal repayment installments under the Term A Facility in its sole discretion select direct order of maturity, second, to the Borrowing or Borrowings to be repaidremaining principal repayment installments under the Term A Facility (other than the final scheduled installment due on the Maturity Date, except in connection with a Qualified IPO) on a pro rata basis, and subject to Section 2.17, each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) The Borrower Borrowers may, upon notice to the Swing Line Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. 10:00 a.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In Upon the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment occurrence of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall Borrowers shall, simultaneously therewith, pay to the Administrative Agent, for the ratable account of each Term A Lender, a premium in an amount equal to (I1) in the case of a Repricing Transaction described in clause (x)i) of such defined term, a prepayment premium of 11.0% of the aggregate principal amount of the Term A Loans being prepaid and prepaid, or (II2) in the case of a Repricing Transaction described in clause (y)ii) of such defined term, a payment equal to 11.0% of the aggregate amount principal balance of the Term A Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)thereto.
Appears in 2 contracts
Samples: Credit Agreement (Ichor Holdings, Ltd.), Credit Agreement (Ichor Holdings, Ltd.)
Optional. (i) The Subject to the last sentence of this Section 2.04(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans under any Facility in whole or in part without premium or penalty (except as provided in clause (iiiSection 2.08(c) belowwith respect to any Repricing Event); provided, provided that (1i) such notice must be received by the Administrative Agent not later than 2:00 p.m. 12:00 noon (Eastern Time) (A) three (3) Business Days prior to any date of prepayment of Eurodollar LIBOR Rate Loans and (B) on the one Business Day prior to any date of prepayment of Base Rate Loans; (2ii) any prepayment of Eurodollar LIBOR Rate Loans shall be in a principal amount of $5 million 100,000 or a whole multiple of $1 million 10,000 in excess thereof; and (3iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 10,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding or as otherwise may be agreed by the Administrative Agent. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar LIBOR Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.053.05 to the extent the Borrower has been made aware of such amounts at the time of the prepayment. In the case of each Each prepayment of the Term Loans A pursuant to this Section 2.05(a)(i), 2.04(a) shall be applied first to the Borrower may in its sole discretion select Term A Facility ratably to the Borrowing or Borrowings to be repaidrespective principal repayment installments thereof, and each such payment prepayment shall be paid to the Appropriate Term A Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. Partial prepayments Each prepayment of the Term Loans B pursuant to this Section 2.05(a)(i2.04(a) shall be applied first to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice B Facility ratably to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepaymentrespective principal repayment installments thereof, and (2) any each such prepayment shall be paid to the Term B Lenders in a minimum principal amount accordance with their respective Applicable Percentages. No voluntary prepayment of $100,000 or a whole multiple any Revolving Credit Loans shall result in the reduction of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given Revolving Credit Commitments unless requested by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinpursuant to Section 2.05(a) hereof.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (Cambium Learning Group, Inc.), Credit Agreement (Cambium Learning Group, Inc.)
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1) such notice must be received by the Administrative Agent not later than 2:00 12:30 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding, (4) each prepayment of Term Loans pursuant to this Section 2.05(a)(i) shall be applied first, to the outstanding principal balance of Tranche B-1 Term Loans, second, to the outstanding principal balance of the Tranche B-2 Term Loans and, subject to clause (6) below, third, to the outstanding principal balance of the Tranche B-3 Term Loans, (5) any such voluntary prepayment of the Tranche B-1 Term Loans or Tranche B-2 Term Loans shall be applied to the remaining scheduled principal payments thereof in reverse order of maturity and (6) no voluntary prepayment of the Tranche B-3 Term Loans shall be permitted prior to December 31, 2012 unless (x) the Release Conditions shall be satisfied on the date of such prepayment and (y) the Fixed Rate Conversion Effective Date has not occurred prior to the date of such prepayment. Each such notice shall specify the date and amount of such prepayment and the Class (or ClassesClass(es) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior Notwithstanding anything to the date that is twelve (12) months following the Closing Datecontrary contained in this Agreement, the Borrower (xmay rescind any notice of prepayment under Section 2.05(a)(i) makes any or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% all of the amount of the Term Loans being prepaid and (II) in the case of clause (y)Facilities, a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)which refinancing shall not be consummated or shall otherwise be delayed.
Appears in 2 contracts
Samples: Credit Agreement (Station Casinos LLC), Credit Agreement (Station Casinos LLC)
Optional. (i) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as provided in clause (iii) below); provided, that (1) such notice must be received by the Administrative Agent not later than 2:00 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or Types) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the BorrowerParent, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerParent, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve six (126) months following the Closing Date, the Borrower Borrowers (x) makes make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrower Borrowers shall pay pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (Outfront Media Minnesota LLC), Credit Agreement (CBS Outdoor Americas Inc.)
Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent, (except as provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three two (32) Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $5 million 2,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding and (D) any prepayment of any Incremental Term Loan shall be applied as provided in the relevant Incremental Amendment. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Term SOFR Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penalty; providedprovided that, that unless otherwise agreed by the Swingline Lender, (1A) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof hereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (Digital Turbine, Inc.), Amended and Restated Credit Agreement (Digital Turbine, Inc.)
Optional. (i) The Borrower Subject to the last sentence of this Section 2.05(a)(i), the Borrowers may, upon notice pursuant to delivery to the Administrative AgentAgent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (Aor such later time on such date acceptable to the Administrative Agent) (1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5 million 500,000 or a whole multiple of $1 million 100,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Lead Borrower, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, provided that the Borrower may rescind any notice of prepayment under this Section 2.05(amay be conditioned on the occurrence of a specified event, the proceeds of which are intended to be utilized to make such prepayment, and any such notice that is so conditioned may be revoked (or the prepayment date delayed) if to the extent such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall condition is not be consummated or shall otherwise be delayedsatisfied. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.053.07. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i2.05(a) shall be applied to the Term Facility and any Incremental Tranche, as the Borrowers may elect and, within such tranche, in direct order of maturity to the principal repayment installments thereof, (unless otherwise directed by the Lead Borrower), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) The Borrower Borrowers may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. (or such later time on such date acceptable to the Swing Line Lender) on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
; provided that any notice of prepayment may be conditioned on the occurrence of a specified event, the proceeds of which are intended to be utilized to make such prepayment, and any such notice that is so conditioned may be revoked (iiior the prepayment date delayed) In the event that, on or prior to the date that extent such condition is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)not satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Novanta Inc), Credit Agreement (Novanta Inc)
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; , (2ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; thereof and (3iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Committed Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans; provided, however, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Cboe Global Markets, Inc.), Term Loan Credit Agreement (CBOE Holdings, Inc.)
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty (except as provided expressly set forth in clause (iii) belowthis Section 2.05); provided, provided that (1) such notice must be received by the Administrative Agent not later than 2:00 1:00 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of any prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $5 million 1,000,000, or a whole multiple of $1 million 500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or ClassesClass(es) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, unless rescinded pursuant to clause (iii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Loan (other than prepayments of Base Rate Loan Revolving Credit Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to clause (ii) below and Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to Shares or other applicable share provided for under this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the BorrowerAgreement.
(ii) The Borrower may, upon notice Notwithstanding anything to the Swing Line Lender (with a copy to the Administrative Agent)contrary contained in this Agreement, at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following six month anniversary of the Closing First Amendment Effective Date, the Borrower any Loan Party (x) makes prepays, refinances, substitutes or replaces any prepayment of Initial Term Loans in connection with any a Repricing Transaction, Event or (y) effects any amendment of this Agreement resulting in a Repricing TransactionEvent, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, Agent (IA) in the case of clause (x), for the ratable account of each of the applicable Lenders a prepayment premium of 11.00% of the aggregate principal amount of the Initial Term Loans being prepaid so prepaid, refinanced, substituted or replaced and (IIB) in the case of clause (y), for the ratable account of each of the Lenders (including any Lender that withholds its consent to such amendment and that is required to assign its Initial Term Loan pursuant to Section 3.07), a payment fee equal to 11.00% of the aggregate principal amount of the applicable Initial Term Loans of such Lender outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such prepayment, refinancing, substitution, replacement or amendment that and shall be a condition precedent to the effectiveness of any such amendment.
(iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) by notice to the Administrative Agent no later than 2:00 p.m. (and promptly confirmed in writing) on the date of prepayment if such prepayment would have been repriced resulted from a refinancing of all or any portion of the applicable Class or occurrence of another event, which refinancing or event shall not be consummated or shall otherwise be delayed (subject to payment of amounts due under Section 3.05).
(iv) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.07(a) in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity).
(v) Notwithstanding anything in any Loan Document to the contrary, in addition to the terms set forth in Sections 2.05(a)(i) and 10.07, so long as no Event of Default has occurred and is continuing, any Loan Party (in each casesuch capacity, a “Discounted Purchaser”) may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such prepayment) (or Holdings or any of its Subsidiaries may purchase such outstanding Loans and immediately cancel them) without premium or penalty on the following basis (and so long as no proceeds of Revolving Credit Loans are used for such purpose):
(A) Any Discounted Purchaser shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(v) and without premium or penalty.
(B) (1) Any Discounted Purchaser may from time to time offer to make a Discounted Term Loan Prepayment Premiumby providing the Auction Agent with five Business Days’ notice in the form of a Specified Discount Prepayment Notice (or such shorter period as agreed by the Auction Agent); provided that (I) any such offer shall be made available, at the sole discretion of the Discounted Purchaser, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(v)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) unless rescinded pursuant to clause (iii) above, each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (or such later date specified therein) (the “Specified Discount Prepayment Response Date”).
Appears in 2 contracts
Samples: Credit Agreement (Signify Health, Inc.), Credit Agreement (Signify Health, Inc.)
Optional. (i) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must may be in any form on an electronic platform or electronic transmission system or another form approved by the Administrative Agent or in a writing appropriately signed by a Responsible Officer and containing the information specified in this Section below and be received by the Administrative Agent not later than 2:00 p.m. 12:00 p.m.
(A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 3,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 250,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowerBorrowers, and to the extent provided therein, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrowers (provided that in the event that the Borrowers do not specify the order in which to apply prepayments, the Borrowers shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal of such Term Loans in reverse order of maturity), the Borrower may in its sole discretion select the Borrowing or Borrowings and subject to be repaidSection 2.18, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) The Borrower Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, less if less, the entire principal less than such amount thereof then is outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerBorrowers, and to the extent provided therein, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (Casella Waste Systems Inc), Credit Agreement (Casella Waste Systems Inc)
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i2.05(a) shall be applied in the following order (x) first, to the principal repayment installments thereof in direct order of maturity to the following four (4) scheduled payments to be made on each Term Loan Repayment Date for each Term Facility (on a pro-rata basis among the Closing Date Term Loans, the Term A-1 Loans and the Additional Term XxxxxXxxx X-0 Loans; provided that if there is no scheduled payment for one or more of the Term Facilities in the three (3) month period following such prepayment, prepayments shall be applied only to the scheduled payments of the Term Facilities that have scheduled payments in the three (3) month period following such prepayment), and (y) thereafter, to the Borrower may in its sole discretion select the Borrowing or Borrowings remaining principal repayment installments to be repaidmade on each remaining Term Loan Repayment Date (on a pro-rata basis amongboth (a) as amongst the Closing Date Term Loans and the Additional Term Loans and after such application on a pro-rata basis, the Term A-1 Loans and the Term A-2 Loans and (b) as amongst the remaining principal repayment installments of eachthe Term LoanLoans). Each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 100,000, or, if less, the entire principal amount thereof of Swing Line Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (Bojangles', Inc.), Credit Agreement (Bojangles', Inc.)
Optional. (i) The Borrower Company may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penalty (except as subject to Section 3.06; provided in clause (iii) below); provided, that (1i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) on the date three (3) Business Days prior to any the date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (2ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided. Subject to Section 2.16, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if each such prepayment would have resulted from a refinancing or other repayment of all Committed Loans of the Facility or other transactionLenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), which refinancing or transaction each prepayment of Loans pursuant to the foregoing shall not be consummated or shall otherwise be delayedapplied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower3.06.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc)
Optional. (i) The Borrower Subject to the last sentence of this Section 2.05(a)(i) and subject to Section 2.05(a)(iii), the Borrowers may, upon notice by the Lead Borrower to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty penalty; provided that: (except as provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. p.m.
(A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 2,500,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid, the character of Loans to be prepaid (as Tranche 1 Revolving Credit Loans or Tranche 2 Revolving Credit Loans) and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly (x) notify each Appropriate Lender Tranche 1 Revolving Credit Lender, in the case of Tranche 1 Revolving Credit Loans of its receipt of each such notice, notice and of the amount of such Tranche 1 Revolving Credit Lender’s Pro Rata Share ratable portion of such prepayment. If prepayment (based on such Tranche 1 Revolving Credit Lender’s Tranche 1 Applicable Percentage in respect of the Tranche 1 Revolving Credit Facility) and (y) notify each Tranche 2 Revolving Credit Lender, in the case of Tranche 2 Revolving Credit Loans of its receipt of each such notice is given by and of the Borrower, the Borrower shall make amount of such Tranche 2 Revolving Credit Lender’s ratable portion of such prepayment and (based on such Tranche 2 Revolving Credit Lender’s Tranche 2 Applicable Percentage in respect of the payment amount specified in Tranche 2 Revolving Credit Facility). Each such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this revocable subject to Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed3.05. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower Subject to Section 2.05(a)(iii), the Borrowers may, upon notice by the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, prepayment and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in Each such notice shall be due and payable on the date specified thereinrevocable subject to Section 3.05.
(iii) In Notwithstanding the event thatprovisions of Section 2.05(a) which permit voluntary prepayments of the Loans, on or prior except as provided in Section 2.05(b), only if all Tranche 1 Revolving Credit Loans and Swing Line Loans (to the date extent there are any Tranche 1 Swing Line Participations in such Swing Line Loans) are repaid in full may the Borrowers prepay amounts owed with respect to the Tranche 2 Revolving Credit Loans or Swing Line Loans (to the extent there are any Tranche 2 Swing Line Participations in such Swing Line Loans); provided, however, that is twelve (12) months following any such prepayment shall not reduce or terminate the Closing DateRevolving Credit Commitments. In addition, the Borrower (x) makes Borrowers may also repay Loans as required upon any prepayment of Term Loans in connection with any Repricing Transaction, reduction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% termination of the amount of Tranche 2 Revolving Credit Commitments in accordance with the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)provisions hereof.
Appears in 2 contracts
Samples: Credit Agreement (Dominion Textile (Usa), L.L.C.), Credit Agreement (Dominion Textile (Usa), L.L.C.)
Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans, Incremental Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent, (except as provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 1:00 p.m. (A1) three two (32) Business Days prior to any date of prepayment of Eurodollar Rate SOFR Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate SOFR Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate SOFR Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans and Incremental Term Loans pursuant to this Section 2.05(a)(i), 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower may (and in its sole discretion select the Borrowing or Borrowings absence of such direction, to be repaidthe outstanding Term Loans and Incremental Term Loans on a pro-rata basis). Subject to Section 2.15, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) The Borrower may, upon notice to the Swing Line Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penalty; providedprovided that, that unless otherwise agreed by the Swingline Lender, (1A) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 250,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (Zeta Global Holdings Corp.), Credit Agreement (Zeta Global Holdings Corp.)
Optional. (i) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Acquisition Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 500,000 or a whole multiple of $1 million 250,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 250,000 in excess thereof thereof; or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the any Borrower, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Acquisition Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment 2.05(a) shall be paid applied to reduce the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments then remaining Scheduled Repayments pro rata (based upon the then remaining principal amounts of the Term Scheduled Repayments after giving effect to all prior reductions thereto); provided that, at any time the Borrowers may, at their option, direct that any voluntary prepayment of Acquisition Loans pursuant to this Section 2.05(a)(i2.05(a) be applied (in which case it shall be applied applied), first, to reduce the first four immediately succeeding Scheduled Repayments (after giving effect to all prior reductions thereto) as of the date of the respective payments pursuant to this Section 2.05(a) in direct order of maturity and second, to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) extent in excess thereof, as directed by the Borrower.otherwise provided above without regard to this proviso;
(ii) The Borrower Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (Stonemor Partners Lp), Credit Agreement (Stonemor Partners Lp)
Optional. (i) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit any Class or Classes of Loans in whole or in part without premium or penalty (except as provided set forth in clause (iii) belowSection 2.05(a)(ii)); provided, provided that (1i) such notice must be received by the Administrative Agent not later than 2:00 p.m. (A) three (3) 11:00 a.m. one Business Days Day prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or Types) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment. If such notice is given by the Borrower, the The Borrower shall make such prepayment and the payment prepayment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior provided, however, that notwithstanding anything to the date that is twelve (12) months following contrary contained herein, any such prepayment notice may be conditioned upon the Closing Dateeffectiveness of other credit facilities or the closing of one or more securities offerings or other transactions; provided, further, that, the Borrower (x) makes must affirmatively rescind any such prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in notice by a Repricing Transaction, the Borrower shall pay subsequent written notice to the Administrative Agent, for if the ratable account condition in an original prepayment notice shall fail to be satisfied by the proposed effective date of each Term Lendersuch prepayment, and upon the Administrative Agent’s receipt of such rescinding notice, shall have no obligation to make any prepayment in respect of such earlier prepayment notice. Any prepayment of Loans shall be accompanied by all accrued interest on the amount prepaid and any other amounts due under the Loan Documents.
(ii) Notwithstanding anything to the contrary contained in this Agreement, (Ix) in the case event of clause (xeach prepayment, repayment or redemption of any Initial Loans pursuant to Section 2.05(a)(i) and Section 2.05(b)(iii), a as applicable, such prepayment, repayment or redemption shall be accompanied by, and there shall become due and payable automatically upon such event, an early prepayment premium of 1% of payable in cash on the principal amount so prepaid, repaid or redeemed, in an amount equal to the Prepayment Premium, calculated on the aggregate principal amount of the Term Initial Loans so prepaid, repaid or redeemed, together with all accrued and unpaid interest on the amount being prepaid prepaid, repaid or redeemed and (IIy) each repayment of, redemption or distribution in respect of, the case principal amount of clause the Initial Loans after acceleration thereof pursuant to Section 8.02 (yincluding automatically as a result of a proceeding under any Debtor Relief Law), shall be accompanied by, and there shall become due and payable automatically upon acceleration, a payment premium payable in cash on the principal amount so repaid, redeemed or distributed or on the principal amount that has become or is declared accelerated pursuant to Section 8.02 (including automatically as a result of an insolvency proceeding), in an amount equal to 1% of the Prepayment Premium, calculated on the aggregate principal amount of the Term Initial Loans outstanding immediately prior to so repaid, redeemed, distributed or accelerated, together with all accrued and unpaid interest on such amendment that have been repriced (in each case, the “Prepayment Premium”)Initial Loans.
Appears in 2 contracts
Samples: Second Lien Term Loan Credit Agreement (Nabors Industries LTD), Term Loan Credit Agreement (Parker Drilling Co /De/)
Optional. (i) The Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 10:00 a.m.
(A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 2,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i), 2.05(a) shall be applied (x) ratably to the Borrower may in its sole discretion select Term A Loan and the Borrowing or Borrowings Term B Loan and (y) to be repaidthe principal repayment installments thereof on a pro-rata basis, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. 12:00 noon on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (Kapstone Paper & Packaging Corp), Credit Agreement (Kapstone Paper & Packaging Corp)
Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent by the Borrower, at any time or from time to time elect to voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:30 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Tranche Rate Loans (unless otherwise agreed by the Administrative Agent) and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Tranche Rate Loans shall be in a minimum principal amount of $5 million 1,000,000, or a whole multiple of $1 million 100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or ClassesClass(es) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Tranche Rate Loan shall be be, as set forth in Section 2.05(c), accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to Shares or other applicable share provided for under this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the BorrowerAgreement.
(iii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 10,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iiiii) In the event that, on or prior Notwithstanding anything to the date that is twelve (12) months following the Closing Datecontrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all or a portion of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.
(xiii) makes Voluntary prepayments of any prepayment Class of Term Loans in connection with any Repricing Transaction, or (ypermitted pursuant to Section 2.05(a)(i) effects any amendment shall be applied to the remaining scheduled installments of this Agreement resulting principal thereof pursuant to Section 2.07(a) in a Repricing Transaction, manner determined at the discretion of the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) and specified in the case notice of clause prepayment (x)and absent such direction, a prepayment premium in direct order of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”maturity).
Appears in 2 contracts
Samples: First Amendment to Credit Agreement (Portillo's Inc.), First Amendment to Credit Agreement (Portillo's Inc.)
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i), 2.05(a) shall be applied to the Borrower may in its sole discretion select principal repayment installments thereof as directed by the Borrowing or Borrowings to be repaidBorrower, and subject to Section 2.17, each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans relevant Facilities. Notwithstanding the foregoing, subject to the payment of any additional or related amounts required pursuant to this Section 2.05(a)(i) shall 3.05, a notice of prepayment of the entire Term Facility or a notice of termination of the entire Revolving Credit Commitment may state that such notice is conditioned on the effectiveness of other credit facilities, transactions or a Change of Control, in which case such notice may be applied revoked by the Borrower (by notice to the remaining scheduled amortization installments of Administrative Agent on or prior to the Term Loans required under Section 2.07(aspecified effective date) as directed by the Borrowerif such condition is not satisfied.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (Polypore International, Inc.), Credit Agreement (Polypore International, Inc.)
Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent, (except as provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 2,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding and (D) any prepayment of any Incremental Term Loan shall be applied as provided in the relevant Incremental Amendment. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penalty; providedprovided that, that unless otherwise agreed by the Swingline Lender, (1A) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof hereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (Digital Turbine, Inc.), Credit Agreement (Digital Turbine, Inc.)
Optional. (i) The From and after the first anniversary of the Closing Date, the Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as provided in clause (iii) below); provided, that (1) such notice must be received by the Administrative Agent not later than 2:00 p.m. (A) least three (3) Business Days prior to any the date of prepayment such prepayment, in the case of Eurodollar Eurocurrency Rate Loans Loans, and not later than noon (BNew York City time) on the date of prepayment such prepayment, in the case of Base Rate Loans, to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall (subject to the last sentence of this Section 2.10(a)(i)), prepay the outstanding principal amount of the Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (2x) each partial prepayment of Loans shall be in an aggregate principal amount of not less than the Borrowing Minimum or a Borrowing Multiple in excess thereof, (y) in the event of any such prepayment of a Eurocurrency Rate Loan, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04 (if applicable) and (z) any prepayment of Eurodollar Rate B Term Loans shall also be in a principal amount of $5 million subject to Section 2.10(a)(ii) below. Any prepayments pursuant to this Section 2.10(a) may be made with respect to one or a whole multiple of $1 million in excess thereof; more Facilities as may be determined by the Borrower and (3) any shall not be required to be made ratably across the Facilities. Any prepayment of Base Rate Loans with respect to the Term Facility shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, applied to the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or Types) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given remaining amortization payments thereunder as directed by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, may state that the Borrower may rescind any notice of prepayment under this Section 2.05(a2.10(a) if such prepayment would have resulted from a refinancing is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(icredit facilities), in which case such notice may be revoked by the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed (by the Borrower.
(ii) The Borrower may, upon written notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that specified effective date) if such condition is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)not satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Leidos Holdings, Inc.), Credit Agreement (Leidos Holdings, Inc.)
Optional. (i) The Subject to Section 2.04(a)(ii), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 (1) 1:00 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Adjusted LIBOR Loans and (B2) 11:00 a.m. on the date of prepayment of Base Rate ABR Loans; (2B) any prepayment of Eurodollar Rate Adjusted LIBOR Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) any prepayment of Base Rate ABR Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding and (D) to the extent applicable, identification of the one or more Projects to which such prepayment applies and the Revolving Loans to which such prepayment should be allocated. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Adjusted LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the BorrowerBorrower (and, in connection with any refinancing, extension, loan modification or similar transaction, such notice does not expressly state that it may be revoked prior to the date of prepayment specified therein), the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided. Subject to Section 2.15, that each prepayment shall be paid to the Borrower may rescind any notice of prepayment under this Section 2.05(aLenders in accordance with their respective Applicable Percentages.
(ii) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate an Adjusted LIBOR Loan pursuant to this Section 2.04(a) or (b) shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (MN8 Energy, Inc.), Credit Agreement (New PubCo Renewable Power Inc.)
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i)2.05(a) shall be applied in the following order (x) first, to the Borrower may principal repayment installments thereof in its sole discretion select direct order of maturity to the Borrowing or Borrowings following four (4) scheduled payments to be repaidmade on each Term Loan Repayment Date, and (y) thereafter, on a pro-rata basis among the remaining principal repayment installments to be made on each remaining Term Loan Repayment Date. Each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 100,000, or, if less, the entire principal amount thereof of Swing Line Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (Bojangles', Inc.), Credit Agreement (Bojangles', Inc.)
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, provided that the Borrower may rescind any such notice of a prepayment under this Section 2.05(a) if such prepayment would have resulted from a to be made in connection with any refinancing or other repayment of all of the Facility or other transaction, which Facilities with the proceeds of such refinancing or transaction of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence (provided further that the failure of such contingency shall not be consummated or shall otherwise be delayedrelieve the Borrower from its obligations in respect thereof under Section 3.05). Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i), 2.05(a) shall be applied (x) ratably to the Borrower may in its sole discretion select Term A Facility and the Borrowing or Borrowings Term B Facility and (y) to be repaidthe principal repayment installments thereof on a pro-rata basis, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) relevant Facilities; provided that such prepayment shall be applied first to Base Rate Loans to the remaining scheduled amortization installments full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of the Term Loans any payments required under Section 2.07(a) as directed to be made by the BorrowerBorrower pursuant to Section 3.05.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (MSCI Inc.), Credit Agreement (MSCI Inc.)
Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent, (except as provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (B3) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5 million 2,500,000 or a whole multiple of $1 million 500,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (3D) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, the currency and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant Subject to this Section 2.05(a)(i)2.15, the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) The Borrower may, upon notice to the Swing Line Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penalty; providedprovided that, that unless otherwise agreed by the Swingline Lender, (1A) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof hereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (Raven Industries Inc), Credit Agreement (Raven Industries Inc)
Optional. (i) The Borrower may, upon notice in the form of the Prepayment Notice delivered to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 12:00 p.m.
(A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the one Business Day prior to any date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (i) the date and amount of such prepayment and (ii) the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any voluntary prepayment of a Eurodollar Rate Loan pursuant to this Section 2.05(a)(i) shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of Subject to Section 2.16, each such prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the outstanding Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the BorrowerBorrower to the installments thereof. All payments made pursuant to this Section 2.05(a) shall be applied on a pro rata basis to each Lender holding Loans of the applicable Facility being prepaid.
(ii) The Borrower may, upon notice in the form of the Swing Line Loan Prepayment Notice delivered to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 12:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple 500,000 and in integral multiples of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Post Holdings, Inc.)
Optional. The Borrower may elect to prepay any of the Loans without penalty or premium except as set forth in Section 2.9 and after giving by 10:00 a.m. (Chicago, Illinois time) (i) The Borrower mayin the case of Eurodollar Loans, upon at least three Business Days’ or (ii) in case of ABR Loans, one Business Day’s prior written notice to the Administrative AgentAgent stating the proposed date and aggregate principal amount of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Revolving Borrowing or portion thereof to be prepaid. Notwithstanding the foregoing, at the Borrower may (subject to payment to the Lenders of any time applicable amounts under Section 2.9 hereof) rescind or postpone any notice to prepay any Loans if such repayment would have resulted from time a refinancing of this Agreement, which refinancing shall not be consummated or shall otherwise be delayed. Promptly following receipt of any such notice relating to time elect a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to voluntarily the Loans included in the prepaid Revolving Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.7 and any break funding payments required by Section 2.9. If any such notice is given, the Borrower shall prepay Term Loans and comprising part of the same Revolving Credit Loans Borrowing in whole or ratably in part without premium or penalty (except in an aggregate principal amount equal to the amount specified in such notice, together with accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 2.9 as a result of such prepayment being made on such date; provided in clause (iii) below); provided, that (1) such notice must be received by the Administrative Agent not later than 2:00 p.m. (A) three (3) Business Days prior to any date of each optional prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal minimum amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of not less than $500,000 or a whole and in multiple integrals of $100,000 in excess thereof or, and (B) each optional prepayment of ABR Loans shall be in each case, if less, a minimum amount not less than $500,000 and in multiple integrals of $50,000 in excess thereof. Notwithstanding the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or Types) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowerforegoing, the Borrower shall make such prepayment and may (subject to payment to the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may Lenders of any applicable amounts under Section 2.9 hereof) rescind or postpone any notice of prepayment under this Section 2.05(a2.4(b) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transactionthis Agreement, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Senior Secured Debtor in Possession Credit Agreement (Hi-Crush Inc.), Restructuring Support Agreement (Hi-Crush Inc.)
Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 12:00 p.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) any prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this subsection(a)(i) shall be applied to the principal repayment installments thereof in the inverse order of maturity. Subject to Section 2.05(a)(i)2.15, the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) The Borrower may, upon notice to the Swing Line Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penalty; providedprovided that, that unless otherwise agreed by the Swingline Lender, (1A) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 250,000 or a whole multiple of $100,000 50,000 in excess thereof hereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any . Any prepayment of Term Loans in connection principal shall be accompanied by all accrued interest on the amount prepaid, together with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay additional amounts required pursuant to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)Section 3.05.
Appears in 2 contracts
Samples: Credit Agreement (RigNet, Inc.), Credit Agreement (RigNet, Inc.)
Optional. (i) The Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, may upon notice to the Administrative Agent, at any time or from time to time elect to time, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (Ax) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (By) on the date of prepayment of Base Rate Loans; , (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; , and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Facility to be prepaid, the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided. Notwithstanding anything to the contrary contained herein, that the Borrower may rescind any notice of prepayment under this Section 2.05(amay state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice on or prior to the specified effective date) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall condition is not be consummated or shall otherwise be delayedsatisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the outstanding Term Loans pursuant to this Section 2.05(a)(i2.05(a) shall be applied to the remaining scheduled amortization principal repayment installments thereof (a) in direct order of the Term Loans required under Section 2.07(amaturity, (b) as directed by the Borrower.
in inverse order of maturity (iic) The Borrower mayon a pro rata basis, upon notice or (d) pro rata to the Swing Line Lender next eight (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) 8) scheduled principal payment installments thereof following such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of prepayment for which any scheduled payment amount in excess of zero remains unpaid as of such date and thereafter on a pro rata basis, in each case as the prepayment, and (2) any such Borrower may elect. If the Borrower fails to timely specify its election then the prepayment shall be applied in a minimum principal amount accordance with clause (d) above. Subject to Section 2.15, prepayments shall be applied to the Loans of $100,000 or a whole multiple the Lenders in accordance with their respective Applicable Percentages in respect of $100,000 each of the relevant Facilities; provided that, in excess thereof oreach case, if less, the entire principal amount thereof first to Base Rate Loans and then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount to Eurodollar Rate Loans specified in such notice shall be due and payable on the date specified thereinin direct order of Interest Period maturities.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (Integra Lifesciences Holdings Corp), Credit Agreement (Integra Lifesciences Holdings Corp)
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. p.m.
(A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 250,000 or a whole multiple of $1 million 100,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan pursuant to this Section 2.05(a) shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i), 2.05(a) shall be applied to the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaidprincipal installments thereof on a pro-rata basis, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (NOODLES & Co), Credit Agreement (NOODLES & Co)
Optional. (i) The Subject to the last sentence of this Section 2.04(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit any Class or Classes of Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 9:00 a.m.
(A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) Types and Type (or Types) Classes of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Periods of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i), 2.04(a) shall be applied (x) to the Class or Classes of Term Loans as directed by the Borrower may in its sole discretion select and (y) to the Borrowing or Borrowings to be repaidprincipal repayment installments thereof as directed by the Borrower, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. Partial prepayments Notwithstanding anything to the contrary contained herein, any prepayment of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to B Facility made after the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, Closing Date but on or prior to the date that is twelve six (126) months following month anniversary of the Closing Date, the Borrower (x) makes any prepayment of Term Loans Date in connection with any a Repricing TransactionEvent shall be accompanied by the payment of the fee described in Section 2.08(c). Notwithstanding the foregoing, or (y) effects any amendment if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a new financing that would result in the repayment of all Obligations in connection therewith, the termination of the Loans and Commitments under this Agreement resulting in and the release or termination of all Liens securing the Obligations hereunder (a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x“New Financing”), a such notice of prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to may be revoked if such amendment that have been repriced (in each case, the “Prepayment Premium”)New Financing is not consummated.
Appears in 2 contracts
Samples: Credit Agreement (Vici Properties Inc.), Credit Agreement (Vici Properties Inc.)
Optional. (i) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must may be in any form on an electronic platform or electronic transmission system or another form approved by the Administrative Agent or in a writing appropriately signed by a Responsible Officer and containing the information specified in this Section below and be received by the Administrative Agent not later than 2:00 p.m. 12:00 p.m.
(A1) three (3) two Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $5 million 3,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 250,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowerBorrowers, and to the extent provided therein, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Term SOFR Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrowers (provided that in the event that the Borrowers do not specify the order in which to apply prepayments, the Borrowers shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal of such Term Loans in reverse order of maturity), the Borrower may in its sole discretion select the Borrowing or Borrowings and subject to be repaidSection 2.18, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) The Borrower Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, less if less, the entire principal less than such amount thereof then is outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerBorrowers, and to the extent provided therein, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Specified Acquisition Loan Joinder (Casella Waste Systems Inc), Credit Agreement (Casella Waste Systems Inc)
Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i)2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.15, the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) The Borrower may, upon notice to the Swing Line Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof hereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any . Any prepayment of Term Loans in connection principal shall be accompanied by all accrued interest on the amount prepaid, together with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay additional amounts required pursuant to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)Section 3.05.
Appears in 2 contracts
Samples: Credit Agreement (Information Services Group Inc.), Credit Agreement (Information Services Group Inc.)
Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent, (except as provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (B2) on the date of prepayment of SOFR Daily Floating Rate Loans or Base Rate Loans; (2B) any prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $5 million 2,500,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) any prepayment of SOFR Daily Floating Rate Loans or Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof thereof, or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate any Term SOFR Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant Subject to this Section 2.05(a)(i)2.15, the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the BorrowerApplicable Percentages.
(ii) The At any time the Autoborrow Agreement is not in effect, the Borrower may, upon notice to the Swing Line Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penalty; providedprovided that, that unless otherwise agreed by the Swingline Lender, (1A) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof hereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (Agilysys Inc), Credit Agreement (Agilysys Inc)
Optional. (i) The Borrower may, upon notice to shall have the Administrative Agent, right at any time or and from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans any Borrowing in whole or in part without premium or penalty (penalty, except as provided in clause (iii) below); providedSection 2.13, that (1) such subject to prior notice must be received by the Administrative Agent not later than 2:00 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or Types) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments paragraph (b) of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the BorrowerSection.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing in dollars, not later than 2:00 p.m. 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing not later than 11:00 a.m., New York City time, on the date of the prepayment, and (2iii) any such in the case of prepayment shall be of a Eurocurrency Borrowing in a minimum principal amount of $100,000 Euros or a whole multiple Euro Reference Rate Borrowing, not later than 11:00 a.m., London time, three Business Days before the date of $100,000 prepayment or (iv) in excess thereof orthe case of prepayment of a Eurocurrency Borrowing in Canadian Dollars, if lessnot later than 11:00 a.m., London time, three Business Days before the entire principal amount thereof then outstandingdate of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of such prepayment. If such each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Promptly following receipt of any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in such notice relating to a Repricing TransactionBorrowing, the Borrower Administrative Agent shall pay advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing, and the remainder of such Borrowing after giving effect to the Administrative Agentsuch prepayment, for the ratable account of each Term Lender, (I) shall be in an amount that would be permitted in the case of clause (x), an advance of a prepayment premium of 1% Borrowing of the amount same Type as provided in Section 2.02. Each prepayment of a Dollar Tranche Borrowing shall be applied ratably to the Term Dollar Tranche Revolving Loans being prepaid and (II) included in the case prepaid Dollar Tranche Borrowing. Each prepayment of clause (y), a payment equal Multi-Currency Tranche Borrowing shall be prepaid in the currency in which such Borrowing was made and such prepayment shall be applied ratably to 1% of the aggregate amount of Multi-Currency Revolving Loans in such currency included in the Term Loans outstanding immediately prior prepaid Multi-Currency Borrowing. Prepayments shall be accompanied by accrued interest to such amendment that have been repriced (in each case, the “Prepayment Premium”)extent required by Section 2.10.
Appears in 2 contracts
Samples: Credit Agreement (Claiborne Liz Inc), Credit Agreement (Claiborne Liz Inc)
Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent, (except as provided in clause (iii) below); provided, that (1i) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (Bii) on the date of prepayment of Base Rate Loans; (2A) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $5 million or a whole multiple of $1 million in excess thereof1,000,000 (or, if less, the entire principal amount thereof then outstanding); and (3B) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, provided that a Notice of Loan Prepayment delivered by the Borrower may rescind state that such notice is conditioned upon the effectiveness of other credit facilities or capital raising or the occurrence of a Change of Control or the occurrence of any other transaction, in which case such notice of prepayment under this Section 2.05(amay be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such prepayment would have resulted from a refinancing or other repayment of all of condition is not satisfied, and upon such revocation according to the Facility or other transaction, which refinancing or transaction foregoing terms the Borrower shall not be consummated or shall otherwise be delayedrequired to make the prepayment specified in the Notice of Loan Prepayment. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i), 2.03(a) shall be applied to the principal repayment of installments thereof in such order as the Borrower may in its sole discretion select the Borrowing or Borrowings direct. Subject to be repaidSection 2.12, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (Fabrinet), Credit Agreement (Fabrinet)
Optional. (i) The Subject to Section 2.05(a)(ii), the Borrower may, upon notice in the form of a Prepayment Notice delivered to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit the Loans in whole or in part without premium or penalty (except as part; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 12:00 p.m. (A1) three (3) Business Days days prior to any date of prepayment of Eurodollar Rate Loans (or such lesser period of time as may be agreed to by the Administrative Agent) and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or Types) of Loans and the order of Borrowing (or Borrowings) to be prepaidprepayment. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the Loans). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; providedprovided that in the case of any voluntary prepayment to be made on the date of completion of the consummation of the Active Nutrition Transaction, such Prepayment Notice may specify that such prepayment is conditioned on the Borrower may rescind any notice completion of the consummation of the Active Nutrition Transaction. Except as provided in the immediately preceding sentence, notices of prepayment under may not be conditional. All payments made pursuant to this Section 2.05(a) if such prepayment would have resulted from shall be applied on a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. pro rata basis to each Lender holding Loans being prepaid.
(ii) Any prepayment of pursuant to this Section 2.05(a) that is made prior to the date a Eurodollar Rate Loan Demand Failure Event has occurred or after October 11, 2024, shall be accompanied by made at par, plus all accrued interest thereonon the amount prepaid, together with any additional amounts if required pursuant to Section 3.05. In the case of each Any prepayment of the Loans pursuant to this Section 2.05(a)(i)2.05(a) that is made after the date a Demand Failure Event has occurred (regardless of whether such Demand Failure Event is continuing) and prior to October 11, the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid2024, and such payment shall be paid to made at par, plus all accrued interest on the Appropriate Lenders in accordance amount prepaid, together with their respective Pro Rata Shares. Partial prepayments of the Term Loans any additional amounts if required pursuant to this Section 2.05(a)(i) shall be applied to 3.05, plus the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinApplicable Premium.
(iii) In Interest will cease to accrue on the event that, Loans repaid on or prior the applicable repayment date.
(iv) Notwithstanding anything to the date that is twelve (12) months following the Closing Datecontrary, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a no prepayment premium will apply to any exchange of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal for Exchange Notes pursuant to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)Article 10.
Appears in 2 contracts
Samples: Bridge Facility Agreement (Bellring Brands, Inc.), Bridge Facility Agreement (Post Holdings, Inc.)
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m. noon (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, provided that a notice of prepayment delivered by the Borrower may rescind state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any notice of prepayment under this Section 2.05(a) if outstanding Obligations, in which case such prepayment would have resulted from a refinancing may be conditional upon the effectiveness of such other credit facilities or other repayment the closing of all of the Facility or such other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan pursuant to this Section 2.05(a) shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerif applicable.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; providedprovided that, that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In ; provided that a notice of prepayment delivered by the event that, on Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or prior to the date that is twelve (12) months following the Closing Dateclosing of another transaction, the Borrower (x) makes proceeds of which will be used to prepay any outstanding Obligations, in which case such prepayment may be conditional upon the effectiveness of Term Loans in connection with any Repricing Transaction, such other credit facilities or (y) effects any amendment the closing of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)other transaction.
Appears in 2 contracts
Samples: Credit Agreement (Del Taco Restaurants, Inc.), Credit Agreement (Del Taco Restaurants, Inc.)
Optional. The Parent may elect for any Borrower to prepay the Loans without penalty or premium (iexcept as set forth in Section 2.16) The Borrower may, upon by giving notice to the Administrative AgentAgent by telephone (confirmed by facsimile or, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as provided in clause (iii) below); provided, that (1) such notice must be received unless otherwise required by the Administrative Agent prior to such delivery, electronic mail (PDF)) of such prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 2:00 p.m. (A) 11:00 a.m., New York City time, three (3) Business Days prior to any before the date of prepayment or (ii) in the case of Eurodollar Rate Loans and (B) prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingprepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of such prepayment and the Class (each Borrowing or Classes) and Type (or Types) of Loans and the order of Borrowing (or Borrowings) portion thereof to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice; provided that, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any if a notice of prepayment under this is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.05(a) 2.08, then such notice of prepayment may be revoked if such prepayment would have resulted from a refinancing or other repayment notice of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders termination is revoked in accordance with their respective Pro Rata SharesSection 2.08. Partial prepayments Promptly following receipt of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and relating to a Borrowing, the Administrative Agent not later than 2:00 p.m. on shall advise the date Lenders of the prepayment, and (2) contents thereof. Each partial prepayment of any such prepayment Borrowing shall be in a minimum principal an amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall that would be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) permitted in the case of clause (x), an advance of a prepayment premium of 1% Borrowing of the amount same Type as provided in Section 2.03. Full prepayments of any Borrowing are permitted without restriction of amounts. In addition to the Term foregoing, if an AutoBorrow Agreement is in effect with respect to a Borrower, any prepayment of Swingline Loans being prepaid and (II) by such Borrower may also be made as provided in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)AutoBorrow Agreement.
Appears in 2 contracts
Samples: 5 Year Revolving Credit Agreement (Diamond Offshore Drilling, Inc.), Credit Agreement (Diamond Offshore Drilling Inc)
Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent in the form of a Prepayment Notice, at any time or from time to time elect to time, voluntarily prepay Term Loans and Revolving Credit the Loans in whole or in part without premium or penalty (except as provided in penalty, subject to clause (iiiD) below); provided, that provided that:
(1A) such notice Prepayment Notice must be received by the Administrative Agent (1) not later than 2:00 1:00 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and Loans, (B2) on the not later than 1:00 p.m. one Business Day prior to any date of prepayment of Base Rate Loans and (3) not later than 1:00 p.m. one Business Day prior to any date of prepayment of Swing Line Loans; ;
(2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or Types) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 1,000,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding;
(C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and
(D) any prepayment of Initial Term Loans made on or prior to the date that is twelve months after the Closing Date shall be accompanied by the payment of the fee described in Section 2.11(g), if applicable. Each such notice Prepayment Notice shall specify the date and amount of such prepayment. If such notice is given by prepayment and the BorrowerClass(es) and Type(s) of Loans to be prepaid, the Borrower shall make such prepayment and the payment amount specified in such notice each Prepayment Notice shall be due and payable on the date specified therein. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of a Prepayment Notice and of the amount of such Lender’s Pro Rata Share of such prepayment; provided, “non-consenting” Lenders may be repaid on a non-pro rata basis in connection with an Extension Offer or a Refinancing Amendment. Any prepayment of Loans shall be subject to Section 2.07(c). Revolving Loans, Incremental Revolving Loans and Swing Line Loans prepaid pursuant to this subsection (a) may be reborrowed, subject to the terms and conditions of this Agreement.
(ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind, in whole or in part, any notice of prepayment under Section 2.07(a)(i), if such prepayment would have resulted from a refinancing of all or a portion of the applicable Facility which refinancing shall not be consummated or shall otherwise be delayed.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment Voluntary prepayments of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting permitted hereunder shall be applied in a Repricing Transaction, manner determined at the discretion of the Borrower shall pay and specified in the notice of prepayment (and absent such direction, in direct order of maturity).
(iv) Notwithstanding anything in any Loan Document to the Administrative Agent, for the ratable account of each Term Lendercontrary (including Section 2.15), (IA) in the case of clause (x), a prepayment premium of 1% of Borrower may prepay the amount of the outstanding Term Loans being prepaid of any Lender on a non-pro rata basis at or below par with the consent of only such Lender and (IIB) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Borrower may prepay Term Loans outstanding immediately prior to such amendment that have been repriced (of one or more Classes below par on a non-pro rata basis in accordance with the auction procedures set forth on Exhibit K; provided that, in each case, no Event of Default has occurred and is continuing or would result therefrom and if the “Prepayment Premium”)proceeds of any Revolving Loans are used to finance such prepayment, immediately after giving effect to such prepayment and on a Pro Forma Basis for such prepayment, the Borrower’s Liquidity equals or exceeds an amount equal to 33% of the Revolving Commitments (whether or not drawn) as of the date of determination.
Appears in 2 contracts
Samples: First Lien Credit Agreement (WCG Clinical, Inc.), First Lien Credit Agreement (WCG Clinical, Inc.)
Optional. (i) The Borrower mayprincipal amount of any Base Rate Advance, including any Swingline Loan, may be prepaid in full or ratably in part at any time, without premium or penalty and without regard to the Payment Date for such Advance. The principal amount of any LIBOR Advance may be prepaid in full or ratably in part, upon three (3) Business Days’ prior written notice (in the case of any LIBOR Advance denominated in Dollars) or upon four (4) Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior written notice (in the case of any LIBOR Advance denominated in an Alternative Currency), or telephonic notice followed immediately by written notice, to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as provided in clause (iii) below); provided, that (1) such notice must be received by the Administrative Agent not later than 2:00 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or Types) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, however, that, to the extent prepaid prior to the applicable Payment Date for such LIBOR Advance, the Company or the relevant Subsidiary Borrower shall reimburse the applicable Lenders, on the earlier of demand by the applicable Lender or the Maturity Date, for any loss or out-of-pocket expense incurred by any such Lender in connection with such prepayment, as set forth in Section 2.9 hereof; and provided further, however, that (1i) such the Company’s or any relevant Subsidiary Borrower’s failure to confirm any telephonic notice must be received with a written notice shall not invalidate any notice so given if acted upon by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2ii) any such notice of prepayment given hereunder may be revoked by the relevant Borrower at any time. Any prepayment hereunder shall be in a minimum principal amount amounts of not less than $100,000 or a whole 2,000,000.00 and in an integral multiple of $100,000 in excess thereof or1,000,000.00. Amounts prepaid pursuant to this Section 2.6(a), if lesswith respect to the Revolving Loans or Swingline Loans, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due fully revolving and payable accordingly may be reborrowed, subject to the terms and conditions hereof. Amounts prepaid shall be paid together with accrued interest on the date specified thereinamount so prepaid.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Multicurrency Revolving Credit Agreement (American Tower Corp /Ma/), Loan Agreement (American Tower Corp /Ma/)
Optional. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time elect to voluntarily prepay the Term Loans and the Revolving Credit Loans Loans, in whole or in part part, without premium or penalty (except as provided in clause (iii) below); providedpenalty, that upon irrevocable notice delivered to the Administrative Agent by 11:00 A.M., New York City time, (1) such notice must be received by the Administrative Agent not later than 2:00 p.m. (A) at least three (3) Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and or (B2) on the date of such prepayment in the case of Base Rate ABR Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment, whether the prepayment and is of the Class (Revolving Loans or Classes) and Type (of the Term Loan, whether the prepayment is of Eurodollar Loans or Types) of ABR Loans and the order of Borrowing (or Borrowings) and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.15. The Upon receipt of any such notice, the Administrative Agent will shall promptly notify each Appropriate relevant Lender of its receipt of each such notice, thereof and of the amount of its ratable portion of such prepayment (based on such Lender’s Pro Rata Share Percentage in respect of such prepaymentthe relevant Facility). If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In (except in the case of each prepayment of Loans that are ABR Loans) accrued interest to such date on the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Sharesamount prepaid. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum an aggregate principal amount of $100,000 500,000 or a whole multiple of $100,000 in excess thereof orthereof, of, if less, the entire principal amount thereof then outstanding. Subject to Section 2.22, each prepayment of outstanding Term Loans pursuant to this Section 2.6(a) shall be applied first, to the scheduled principal repayment installments due in the immediately succeeding four fiscal quarters in direct order of maturity, and thereafter to the remaining principal repayment installments thereof on a pro rata basis, and each such prepayment shall be paid to the Lenders in accordance with their Percentages in respect of each of the relevant Facilities.
(ii) The Borrower may at any time and from time to time prepay the Swingline Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Swingline Lender (with a copy to the Administrative Agent) by 1:00 P.M., New York City time, on the date of prepayment, which prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (National Financial Partners Corp), Credit Agreement (National Financial Partners Corp)
Optional. (i) The Borrower may, upon notice to shall have the Administrative Agent, right at any time or and from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans any Borrowing in whole or in part part, without penalty or premium or penalty (except as provided in clause (iii) below); provided, that (1) such notice must be received by the Administrative Agent not later other than 2:00 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or Types) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required break funding payments pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i3.3), the Borrower may in its sole discretion select the Borrowing or Borrowings subject to be repaid, and such payment shall be paid to the Appropriate Lenders prior notice in accordance with their respective Pro Rata Shares. Partial prepayments paragraph (ii) of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower2.10(a).
(ii) The Borrower mayshall notify the Administrative Agent (and, upon notice to in the case of prepayment of a Swing Line Loan, the Swing Line Lender Lender) in writing of any prepayment hereunder (with i) in the case of prepayment of a copy to the Administrative Agent)Eurodollar Rate Borrowing, at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. 10:00 a.m., three Business Days before the date of prepayment, (ii) in the case of prepayment of a Base Rate Borrowing, not later than 10:00 a.m., on the date of prepayment or (iii) in the case of prepayment of a Swing Line Loan, not later than 11:00 a.m., on the date of prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable, shall specify the prepayment date and the principal amount of such prepayment. If such notice is given by the Borrowereach Borrowing or portion thereof to be prepaid, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event thatand, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x)any written notice or confirmation, shall be signed by the Borrower in substantially the form of Exhibit E attached hereto or such other form as may be approved by the Administrative Agent. Promptly following receipt of any such notice relating to a prepayment premium of 1% Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount of the Term Loans being prepaid and (II) that would be permitted in the case of clause (y), an advance of a payment equal to 1% Borrowing of the aggregate amount same Type as provided in Section 2.2. Each prepayment of a Borrowing shall be applied ratably to the Term Loans outstanding immediately prior included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to such amendment that have been repriced (in each case, the “Prepayment Premium”)extent required by Section 2.12.
Appears in 2 contracts
Samples: Credit Agreement (National Health Investors Inc), Credit Agreement (National Health Investors Inc)
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Revolving Loans or Term Loans and Revolving Credit Loans Loans, in each case, of any Class, in whole or in part without premium or penalty (except as provided in clause (iii) belowpenalty, subject to Section 2.05(j); provided, provided that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m.
(A1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 250,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or ClassesClass(es) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Revolving Lender and Term Lender, as applicable, of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the applicable Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, provided that a notice of prepayment delivered by the Borrower may rescind any state that such notice is conditioned upon (i) the effectiveness of another credit facility or the closing of a securities offering or (ii) a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment under this Section 2.05(adate) if such prepayment would have resulted from a refinancing or other repayment condition is not satisfied (provided further that the failure of all of the Facility or other transaction, which refinancing or transaction such contingency shall not be consummated or shall otherwise be delayedrelieve the Borrower from its obligations in respect thereof under Section 3.05). Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding250,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon (iiii) In the event thateffectiveness of another credit facility or the closing of a securities offering or (ii) a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the date specified prepayment date) if such condition is not satisfied (provided, further, that is twelve (12) months following the Closing Date, failure of such contingency shall not relieve the Borrower (x) makes any prepayment of Term Loans from its obligations in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”respect thereof under Section 3.05).
Appears in 2 contracts
Samples: Amendment Agreement, Amendment Agreement (Foresight Energy Partners LP)
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and RFR Loans and (B2) on the date of prepayment of Base Rate Loans; and (2B) any prepayment of Eurodollar Rate Loans any Loan shall be in a principal amount of $5 million 3,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding and (3) Bid Loans may not be voluntarily prepaid at any time without the prior written consent of the Lender or Lenders making such Bid Loans. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (to be prepaid and, if Term SOFR Loans or Borrowings) Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment prepayment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant Subject to this Section 2.05(a)(i)2.15, the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein[Intentionally Omitted].
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 2 contracts
Samples: Credit Agreement (Welltower Inc.), Credit Agreement (Welltower Inc.)
Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans, Revolving Loans and Revolving Credit and/or any Incremental Term Loans in whole or in part without premium or penalty subject to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent, (except as provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof, or, in each case, if less, the entire principal amount thereof then outstanding; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans to be prepaid and whether the order of Borrowing (or Borrowings) Loans to be prepaid are the Term Loans, the Revolving Loans, and/or the Incremental Term Loans and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the Term Loans and Incremental Term Loans pursuant to this Section 2.05(a)(i), 2.05(a) shall be applied to the Term Loans and any Incremental Term Loans as directed by the Borrower may (and in its sole discretion select the Borrowing or Borrowings absence of such direction, to be repaidremaining unpaid installments in direct order of maturity). Subject to Section 2.15, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) The Borrower may, upon notice to the Swing Line Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penalty; providedprovided that, that unless otherwise agreed by the Swingline Lender, (1A) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof hereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 1 contract
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 12:00 p.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) any prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this subsection (a) shall be applied to the principal repayment installments thereof in the inverse order of maturity. Subject to Section 2.05(a)(i)2.15, the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 1 contract
Samples: Credit Agreement (RigNet, Inc.)
Optional. (i) The Each Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Incremental Term Loans and Revolving Credit Loans in whole or in part without premium or penalty penalty; provided that, unless otherwise agreed by the Administrative Agent, (except as provided in clause (iii) below); provided, that (1i) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and denominated in Dollars, (B) on the date of prepayment of Base Rate Loans, and (C) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans; (2ii) any prepayment of Eurodollar Rate Term SOFR Loans and Alternative Currency Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof thereof; or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Class (or Classes) and Type (or TypesType(s) of Loans and to be prepaid, the order of Borrowing (or Borrowingscurrency in which such Loan(s) to be prepaid is(are) denominated and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the a Borrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Incremental Term Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment 2.05(a) shall be paid applied to the Appropriate principal repayment installments thereof as directed by a Borrower in such notice, or if not so directed by the applicable Borrower, on a pro‑rata basis. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) The applicable Borrower may, upon notice to the Swing Line Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penalty; providedprovided that, that unless otherwise agreed by the Swingline Lender, (1A) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the a Borrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any . Any prepayment of Term Loans in connection principal shall be accompanied by all accrued interest on the amount prepaid, together with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay additional amounts required pursuant to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)Section 3.05.
Appears in 1 contract
Samples: Credit Agreement (Diodes Inc /Del/)
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth in Section 2.05(c)) or penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 12:00 noon (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 3,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; providedprovided that if such notice is given in connection with a refinancing of all Obligations (other than contingent indemnification obligations), that such notice may be conditional on the effectiveness of a replacement credit facility or other similar financing and may be revoked by the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment condition is not satisfied, subject to the provisions of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayedSection 3.05. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i), 2.05(a) shall be applied ratably to the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaidprincipal repayment installments thereof, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 1 contract
Samples: Credit Agreement (Brocade Communications Systems Inc)
Optional. (i) The (i) Prior to the Escrow Release Date, if the Borrower may, upon provides written notice to the Escrow Agent and the Administrative AgentAgent that it has determined in its sole discretion that any of the conditions set forth in Section 5.25.2 cannot be satisfied by the Escrow Expiration Date, the Borrower may prepay the Loans in whole in accordance with the last sentence of Section 2.42.4. On and after the Escrow Release Date, the Borrower may at any time or and from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans the Loans, in whole or in part part, without premium or penalty (except as provided in clause (iiibut subject to Section 2.8(a)(ii)2.8(a)(ii) below); provided, that (1) such upon irrevocable notice must be received by delivered to the Administrative Agent not no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Term Benchmark Loans, and no later than 2:00 p.m. (A) three (3) p.m., New York City time, one Business Days Day prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orthereto, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class (prepayment is of Term Benchmark Loans or Classes) and Type (or Types) ABR Loans. Upon receipt of Loans and any such notice the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will shall promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepaymentthereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant accrued interest to Section 3.05. In such date on the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Sharesamount prepaid. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum an aggregate principal amount of $100,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof orthereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds of such refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if lessexpressly so stated to be, contingent upon the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount consummation of such prepayment. If refinancing or incurrence or occurrence of such notice is given other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans obligations under Section 2.172.17 in connection with any Repricing Transactionsuch revocation, or in the event such contingency is not met. Each prepayment of Loans under this clause (ya) effects shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any amendment Term Benchmark Loans that are prepaid on any day other than the last day of this Agreement resulting in a Repricing Transactionthe Interest Period applicable to it, the Borrower shall pay any amounts due to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), Lenders as a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal result thereof pursuant to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)Section 2.172.17 .
Appears in 1 contract
Samples: Term Loan Credit Agreement (PACIFIC GAS & ELECTRIC Co)
Optional. (i) The Except as otherwise provided below in this Section 2.06(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay any Class or Classes of Term Loans and any Class or Classes of Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1) such notice must be received by the Administrative Agent not later than 2:00 12:30 p.m. (A) three two (32) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 100,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Class (or ClassesClass(es) and Type (or TypesType(s) of Loans to be prepaid (such Class(es) and Type(s) of Loans to be selected by the Borrower) and in the case of a prepayment of Term Loans, the manner in which the Borrower elects to have such prepayment applied to the remaining repayments thereof; provided that in the event such notice fails to specify the manner in which the respective prepayment of Term Loans shall be applied to repayments thereof required pursuant to Section 2.08(a), such prepayment of Term Loans shall be applied in direct order of Borrowing (or Borrowings) maturity to be prepaidrepayments thereof required pursuant to Section 2.08(a). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment 2.06(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Any prepayment of Term Loans made on or prior to the one (1) year anniversary of the Term Loans pursuant to this Section 2.05(a)(i) Closing Date in connection with a Repricing Transaction shall be applied to accompanied by the remaining scheduled amortization installments payment by the Borrower of the Term Loans required under fee set forth in Section 2.07(a) as directed by the Borrower2.10(b).
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior Notwithstanding anything to the date that is twelve (12) months following the Closing Datecontrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.06(a)(i) or 2.06(a)(ii) if such prepayment would have resulted from a refinancing of all or a portion of a Facility, which refinancing shall not be consummated or shall otherwise be delayed.
(xiv) makes Notwithstanding anything in any Loan Document to the contrary, so long as no Event of Default has occurred and is continuing, any Company Party may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such prepayment) (or Holdings, the Borrower or any of its Subsidiaries may purchase such outstanding Term Loans and immediately cancel them) on the following basis:
(A) Any Company Party shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in connection each case made in accordance with this Section 2.06(a)(iv).
(B) (1) Any Company Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five (5) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any Repricing Transactionsuch offer shall be made available, or at the sole discretion of the Company Party, to (x) each Term Lender and/or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case Lender with respect to any Class of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the case terms of clause (ythis Section 2.06(a)(iv)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a payment equal to 1% copy of such Specified Discount Prepayment Notice and a form of the aggregate amount Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., on the third Business Day after the date of the Term Loans outstanding immediately prior delivery of such notice to such amendment that have been repriced Lenders (in each case, which date may be extended for a period not exceeding three (3) Business Days upon notice by the Company Party to the Auction Agent) (the “Specified Discount Prepayment PremiumResponse Date”).
Appears in 1 contract
Samples: Credit Agreement (Bright Horizons Family Solutions Inc.)
Optional. (i) The Borrower Company may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penalty (except as subject to Section 3.06; provided in clause (iii) below); provided, that (1i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) on the date three (3) Business Days prior to any the date of the prepayment in connection with the prepayment of Eurodollar Term SOFR Rate Loans and (B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Committed Loans; (2ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or ClassesType(s) and Type (or TypesClass(es) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Term SOFR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided. Subject to Section 2.15, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if each such prepayment would have resulted from a refinancing or other repayment of all Committed Loans of the Facility Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Term Loans or other transactionIncremental Term Loans pursuant to the foregoing shall be applied, which refinancing to the remaining principal repayment installments of such Term Loans or transaction shall not be consummated or shall otherwise be delayedIncremental Term Loans, as applicable (including any payment due on the Maturity Date), on a pro rata basis. Any prepayment of a Eurodollar Term SOFR Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower3.06.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 1 contract
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty (except as provided expressly set forth in clause (iii) belowthis Section 2.05); provided, provided that (1) such notice must be received by the Administrative Agent not later than 2:00 1:00 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of any prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $5 million 1,000,000, or a whole multiple of $1 million 500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or ClassesClass(es) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, unless rescinded pursuant to clause (iii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Loan (other than prepayments of Base Rate Loan Revolving Credit Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to clause (ii) below and Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to Shares or other applicable share provided for under this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the BorrowerAgreement.
(ii) The Borrower may, upon notice Notwithstanding anything to the Swing Line Lender (with a copy to the Administrative Agent)contrary contained in this Agreement, at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following six month anniversary of the Closing Date, the Borrower any Loan Party (x) makes prepays, refinances, substitutes or replaces any prepayment of Initial Term Loans in connection with any a Repricing Transaction, Event or (y) effects any amendment of this Agreement resulting in a Repricing TransactionEvent, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, Agent (IA) in the case of clause (x), for the ratable account of each of the applicable Lenders a prepayment premium of 11.00% of the aggregate principal amount of the Initial Term Loans being prepaid so prepaid, refinanced, substituted or replaced and (IIB) in the case of clause (y), for the ratable account of each of the Lenders (including any Lender that withholds its consent to such amendment and that is required to assign its Initial Term Loan pursuant to Section 3.07), a payment fee equal to 11.00% of the aggregate principal amount of the applicable Initial Term Loans of such Lender outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such prepayment, refinancing, substitution, replacement or amendment that and shall be a condition precedent to the effectiveness of any such amendment.
(iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) by notice to the Administrative Agent no later than 2:00 p.m. (and promptly confirmed in writing) on the date of prepayment if such prepayment would have been repriced resulted from a refinancing of all or any portion of the applicable Class or occurrence of another event, which refinancing or event shall not be consummated or shall otherwise be delayed (subject to payment of amounts due under Section 3.05).
(iv) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.07(a) in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity).
(v) Notwithstanding anything in any Loan Document to the contrary, in addition to the terms set forth in Sections 2.05(a)(i) and 10.07, so long as no Event of Default has occurred and is continuing, any Loan Party (in each casesuch capacity, a “Discounted Purchaser”) may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such prepayment) (or Holdings or any of its Subsidiaries may purchase such outstanding Loans and immediately cancel them) without premium or penalty on the following basis (and so long as no proceeds of Revolving Credit Loans are used for such purpose):
(A) Any Discounted Purchaser shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(v) and without premium or penalty.
(B) (1) Any Discounted Purchaser may from time to time offer to make a Discounted Term Loan Prepayment Premiumby providing the Auction Agent with five Business Days’ notice in the form of a Specified Discount Prepayment Notice (or such shorter period as agreed by the Auction Agent); provided that (I) any such offer shall be made available, at the sole discretion of the Discounted Purchaser, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(v)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) unless rescinded pursuant to clause (iii) above, each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (or such later date specified therein) (the “Specified Discount Prepayment Response Date”).
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Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Advances or Revolving Credit Loans Advances in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 A.M. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans Advances and (B2) on the date of prepayment of Base Rate LoansAdvances; and (2B) any prepayment of Eurodollar Rate Loans Advances shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) Advances to be prepaid and, if Eurodollar Rate Advances are to be prepaid, the Interest Period(s) of such Advances. The Administrative Agent will promptly notify each Appropriate Lender Party of its receipt of each such notice, and of the amount of such LenderLender Party’s ratable portion of such prepayment (based on such Lender Party’s Pro Rata Share in respect of such prepaymentthe relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this given in connection with a notice of termination of the Commitments given by the Borrower may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may (subject to compliance by the Borrower with the requirements of Section 2.05(a2.11) be revoked by the Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall condition is not be consummated or shall otherwise be delayedsatisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.052.11. In the case of each Each prepayment of the Loans outstanding Term Advances pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i2.07(a) shall be applied to the remaining scheduled amortization principal repayment installments of the Term Loans required under Section 2.07(a) Facility as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender Bank (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans Advances in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender Bank and the Administrative Agent not later than 2:00 p.m. 11:00 A.M. on the date of the prepayment, prepayment and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 1 contract
Samples: Credit Agreement (Neustar Inc)
Optional. The Borrower may elect to prepay any of the Loans without penalty or premium except as set forth in Section 2.9 and after giving by 10:00 a.m. (Chicago, Illinois time) (i) The Borrower mayin the case of Eurodollar Loans, upon at least three Business Days’ or (ii) in case of ABR Loans, one Business Day’s prior written notice to the Administrative AgentAgent stating the proposed date and aggregate principal amount of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Revolving Borrowing or portion thereof to be prepaid; provided that any such notice may be conditioned on a transaction from which the cash proceeds are to be applied to such prepayment. Notwithstanding the foregoing, at the Borrower may (subject to payment to the Lenders of any time applicable amounts under Section 2.9 hereof) rescind or postpone any notice to prepay any Loans if such repayment would have resulted from time a refinancing of this Agreement, which refinancing shall not be consummated or shall otherwise be delayed. Promptly following receipt of any such notice relating to time elect a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to voluntarily the Loans included in the prepaid Revolving Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.7 and any break funding payments required by Section 2.9. If any such notice is given, the Borrower shall prepay Term Loans and comprising part of the same Revolving Credit Loans Borrowing in whole or ratably in part without premium or penalty (except in an aggregate principal amount equal to the amount specified in such notice, together with accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 2.9 as a result of such prepayment being made on such date; provided in clause (iii) below); provided, that (1) such notice must be received by the Administrative Agent not later than 2:00 p.m. (A) three (3) Business Days prior to any date of each optional prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal minimum amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of not less than $500,000 or a whole and in multiple integrals of $100,000 in excess thereof or, and (B) each optional prepayment of ABR Loans shall be in each case, if less, a minimum amount not less than $500,000 and in multiple integrals of $50,000 in excess thereof. Notwithstanding the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or Types) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowerforegoing, the Borrower shall make such prepayment and may (subject to payment to the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may Lenders of any applicable amounts under Section 2.9 hereof) rescind or postpone any notice of prepayment under this Section 2.05(a2.4(b) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transactionthis Agreement, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 1 contract
Samples: Credit Agreement (Hi-Crush Inc.)
Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three two (32) Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant Subject to this Section 2.05(a)(i)2.15, the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) The Borrower may, upon notice to the Swing Line Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof hereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any . Any prepayment of Term Loans in connection principal shall be accompanied by all accrued interest on the amount prepaid, together with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay additional amounts required pursuant to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)Section 3.05.
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Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay any Class or Classes of Term Loans (provided that any voluntary prepayment of Initial Term Loans shall be pro rata between the Initial Term Loans outstanding at the time of such voluntary prepayment) and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty (except as provided expressly set forth in clause (iii) belowthis Section 2.05); provided, provided that (1) such notice must be received by the Administrative Agent not later than 2:00 1:00 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of any prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $5 million 1,000,000, or a whole multiple of $1 million 500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or ClassesClass(es) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, unless rescinded pursuant to clause (iv) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to clause (ii) below and Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to Shares (or other applicable share provided for under this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the BorrowerAgreement).
(ii) The Borrower may, upon upon, subject to clause (iii) below, written notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. New York City time on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In Notwithstanding anything to the event thatcontrary contained in this Agreement, at the time of the consummation or occurrence of any Repricing Event, in each case, that occurs on or prior to the date that is twelve (12) months following -month anniversary of the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall agrees to pay to the Administrative Agent, for the ratable account of each applicable Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the in an amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 11.00% of the aggregate principal amount of the Initial Term Loans so prepaid or repaid and, in connection with any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Event, such Term Lender (and not any Person who replaces such Term Lender pursuant to Section 3.07(a)) shall receive its pro rata portion (as determined immediately prior to it being so replaced) of the prepayment premium or fee described herein. Such fees shall be due and payable upon the date of the applicable prepayment, repayment or Repricing Event, as applicable. For the avoidance of doubt, after the 12-month anniversary of the Closing Date, no fee shall be payable pursuant to this Section 2.05(b).
(iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) by notice to the Administrative Agent no later than 2:00 p.m. (and promptly confirmed in writing) on the date of prepayment if such prepayment would have resulted from a refinancing of all or any portion of the applicable Class or occurrence of another event, which refinancing or event shall not be consummated or shall otherwise be delayed (subject to payment of amounts due under Section 3.05).
(v) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.07(a) in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity); provided that any voluntary prepayment of Initial Term Loans shall be pro rata between the Initial Term Loans outstanding immediately prior at the time of such voluntary prepayment.
(vi) Notwithstanding anything in any Loan Document to such amendment that have been repriced the contrary, in addition to the terms set forth in Sections 2.05(a)(i) and 10.07, so long as no Event of Default has occurred and is continuing, any Loan Party (in each casesuch capacity, a “Discounted Purchaser”) may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently cancelled immediately upon such prepayment) (or Holdings or any of its Subsidiaries may purchase such outstanding Loans and immediately cancel them) without premium or penalty on the following basis (and so long as no proceeds of Revolving Credit Loans are used for such purpose):
(A) Any Discounted Purchaser shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(vi) and without premium or penalty.
(B) (1) Any Discounted Purchaser may from time to time offer to make a Discounted Term Loan Prepayment Premiumby providing the Auction Agent with five Business Days’ notice in the form of a Specified Discount Prepayment Notice (or such shorter period as agreed by the Auction Agent); provided that (I) any such offer shall be made available, at the sole discretion of the Discounted Purchaser, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(vi)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) unless rescinded pursuant to clause (iv) above, each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (or such later date specified therein) (the “Specified Discount Prepayment Response Date”).
Appears in 1 contract
Samples: Credit Agreement (Avantor, Inc.)
Optional. (i) The Except as otherwise provided below in this Section 2.06(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay any Class or Classes of Term Loans and any Class or Classes of Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1) such notice must be received by the Administrative Agent not later than 2:00 12:30 p.m. (A) three two (32) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 100,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Class (or ClassesClass(es) and Type (or TypesType(s) of Loans to be prepaid (such Class(es) and Type(s) of Loans to be selected by the Borrower) and in the case of a prepayment of Term Loans, the manner in which the Borrower elects to have such prepayment applied to the remaining repayments thereof; provided that in the event such notice fails to specify the manner in which the respective prepayment of Term Loans shall be applied to repayments thereof required pursuant to Section 2.08(a), such prepayment of Term Loans shall be applied in direct order of Borrowing (or Borrowings) maturity to be prepaidrepayments thereof required pursuant to Section 2.08(a). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment 2.06(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Any prepayment of Term B Loans made on or prior to the date that is six months after the Amendment and Restatement Effective Date in connection with a Repricing Transaction shall be accompanied by the payment by the Borrower of the Term Loans pursuant to this fee set forth in Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower2.10(b).
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior Notwithstanding anything to the date that is twelve (12) months following the Closing Datecontrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.06(a)(i) or 2.06(a)(ii) if such prepayment would have resulted from a refinancing of all or a portion of a Facility, which refinancing shall not be consummated or shall otherwise be delayed.
(xiv) makes Notwithstanding anything in any Loan Document to the contrary, so long as no Event of Default has occurred and is continuing, any Company Party may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such prepayment) (or Holdings, the Borrower or any of its Subsidiaries may purchase such outstanding Term Loans and immediately cancel them) on the following basis:
(A) Any Company Party shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in connection each case made in accordance with this Section 2.06(a)(iv).
(B) (1) Any Company Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five (5) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any Repricing Transactionsuch offer shall be made available, or at the sole discretion of the Company Party, to (x) each Term Lender and/or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case Lender with respect to any Class of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the case terms of clause (ythis Section 2.06(a)(iv)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a payment equal to 1% copy of such Specified Discount Prepayment Notice and a form of the aggregate amount Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., on the third Business Day after the date of the Term Loans outstanding immediately prior delivery of such notice to such amendment that have been repriced Lenders (in each case, which date may be extended for a period not exceeding three (3) Business Days upon notice by the Company Party to the Auction Agent) (the “Specified Discount Prepayment PremiumResponse Date”).
Appears in 1 contract
Samples: Credit Agreement (Bright Horizons Family Solutions Inc.)
Optional. (i) The Borrower Borrowers may, upon notice by the Borrowers substantially in the form of Exhibit G (or in such other form reasonably acceptable to the Administrative Agent) to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as provided set forth in clause (iiiSection 2.05(a)(iii) below); provided, provided that (1) such notice must be received by the Administrative Agent not later than 2:00 p.m. (ANew York City time) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans (or such shorter period as the Administrative Agent shall agree, acting reasonably) and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate SOFR Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Class (or Classes) and Type (or TypesTranche of Loans to be prepaid, the Type(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if SOFR Loans are to be prepaid, the Interest Period(s) of such Loans (except that if the class of Loans to be prepaid includes both Base Rate Loans and SOFR Loans, absent direction by the applicable Borrowers, the applicable prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to SOFR Loans, in each case in a manner that minimizes the amount payable by the applicable Borrowers in respect of such prepayment pursuant to Section 3.06). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s ratable share of the relevant Facility). If such notice is given by the BorrowerBorrowers, subject to clause (ii) below, the Borrower applicable Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.052.05(a)(iii) and Section 3.06. In the case of Subject to Section 2.17, each prepayment of the Loans any outstanding Term Loan Tranche pursuant to this Section 2.05(a)(i2.05(a) shall be applied to such Term Loan Tranche or Term Loan Tranches designated on such notice. Subject to Section 2.17, each prepayment of any outstanding Term Loan Tranche pursuant to this Section 2.05(a) shall be applied to the remaining amortization payments of the applicable Term Loan Tranche as directed by the Swedish Borrower (or, if the Swedish Borrower has not made such designation, in direct order of maturity), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, ; and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shareson a pro rata basis to the Lenders within such applicable Term Loan Tranche. Partial The Borrower shall have no more than four prepayments of the Term SOFR Loans per year pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”2.05(a).
Appears in 1 contract
Samples: Credit Agreement (Oatly Group AB)
Optional. (i) The Borrower Borrowers may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as subject to Section 3.05; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 10:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate BSBY Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate BSBY Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if BSBY Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate BSBY Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In Subject to Section 2.16, each such prepayment shall be applied to the case of each prepayment Revolving Credit Loans of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. Partial prepayments Each notice delivered by Newpark on behalf of the Term Loans Borrowers pursuant to this Section 2.05(a)(i2.05(a) shall will be applied to the remaining scheduled amortization installments irrevocable, except that if a notice of the Term Loans required under prepayment is given on a conditional basis as contemplated by Section 2.07(a) as directed by the Borrower2.06, then such notice of prepayment may be revoked if such notice of termination or reduction is revoked in accordance with Section 2.06.
(ii) The Borrower Borrowers may, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 2:00 p.m. 12:00 noon on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any . Any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower principal shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of be accompanied by all accrued interest on the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)prepaid.
Appears in 1 contract
Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as subject to Section 3.05; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 10:00 a.m. (Ax) three (3) Business Days prior to any date of prepayment of Eurodollar Rate LIBOR Loans and (By) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate LIBOR Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate LIBOR Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In Subject to Section 2.16, each such prepayment shall be applied to the case of each prepayment Revolving Credit Loans of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 2:00 p.m. 12:00 noon on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any . Any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower principal shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of be accompanied by all accrued interest on the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)prepaid.
Appears in 1 contract
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as provided in clause (iii) below); provided, that (1) such notice must be received by the Administrative Agent not later than 2:00 p.m. (A) Upon three (3) Business Days Days’ prior irrevocable written notice by the Borrower received by the Administrative Agent, the Borrower may (and if such notice is given, shall), without penalty or premium, prepay all or any portion of the principal amount outstanding of any Revolving Loans together with accrued interest to any date of prepayment of Eurodollar Rate Loans and (B) on the date of such prepayment on the amount prepaid; provided, however, that (i) prepayments of Base Rate Loans; Revolving Loans prior to Revolving Commitment Termination Date therefor shall not reduce the Revolving Commitment and (2ii) any prepayment of Eurodollar Rate Loans all prepayments shall be in a principal amounts not less than the lesser of One Hundred Thousand Dollars ($100,000) or an integral multiple thereof or the amount of $5 million or a whole multiple any Revolving Loan being prepaid. Each prepayment made pursuant to this Section 2.07(a) shall be accompanied by the payment of $1 million (i) accrued interest to the date of such prepayment on the amount prepaid, (ii) any and all payments required pursuant to Section 3.05 hereof in excess thereof; respect of such prepayment and (3iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof other amounts then outstandingdue and owing hereunder. Each such notice Prepayment Notice shall specify the date and amount of such prepayment and the Class (or ClassesClass(es) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid, and the payment amount specified in each Prepayment Notice shall be due and payable on the date specified therein. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, a Prepayment Notice and of the amount of such LenderXxxxxx’s Pro Rata Share of such prepayment; provided, “non-consenting” Lenders may be repaid on a non-pro rata basis in connection with an Extension Offer or a Refinancing Amendment and Disqualified Lenders may be repaid on non-pro rata basis. If such notice is given by Revolving Loans and Incremental Revolving Loans prepaid pursuant to this subsection (a) may be reborrowed, subject to the Borrowerterms and conditions of this Agreement.
(ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower shall make such prepayment and the payment amount specified may rescind, in such notice shall be due and payable on the date specified therein; providedwhole or in part, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) 2.07(a)(i), if such prepayment would have resulted from a refinancing or other repayment of all or a portion of the applicable Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In Voluntary prepayments of Revolving Loans permitted hereunder shall be applied in a manner determined at the event that, on or prior to the date that is twelve (12) months following the Closing Date, discretion of the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) and specified in the case notice of clause prepayment (x)and absent such direction, a prepayment premium in direct order of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”maturity).
Appears in 1 contract
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay any Class or Classes of Term Loans (provided that any voluntary prepayment of Initial Term Loans shall be pro rata between the Initial Term Loans outstanding at the time of such voluntary prepayment) and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty (except as provided expressly set forth in clause (iii) belowthis Section 2.05); provided, provided that (1) such notice must be received by the Administrative Agent not later than 2:00 1:00 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of any prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $5 million 1,000,000, or a whole multiple of $1 million 500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or ClassesClass(es) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, unless rescinded pursuant to clause (iv) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to clause (ii) below and Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to Shares (or other applicable share provided for under this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the BorrowerAgreement).
(ii) The Borrower may, upon upon, subject to clause (iii) below, written notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. New York City time on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In Notwithstanding anything to the event thatcontrary contained in this Agreement, at the time of the consummation or occurrence of any Repricing Event, in each case, that occurs on or prior to the date that is twelve (12) months following six-month anniversary of the Closing Amendment No. 12 Effective Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall agrees to pay to the Administrative Agent, for the ratable account of each applicable Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the in an amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 11.00% of the aggregate principal amount of the Initial Term Loans so prepaid or repaid and, in connection with any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Event, such Term Lender (and not any Person who replaces such Term Lender pursuant to Section 3.07(a)) shall receive its pro rata portion (as determined immediately prior to it being so replaced) of the prepayment premium or fee described herein. Such fees shall be due and payable upon the date of the applicable prepayment, repayment or Repricing Event, as applicable. For the avoidance of doubt, after the six-month anniversary of the Amendment No. 12 Effective Date, no fee shall be payable pursuant to this Section 2.05(a)(iii).
(iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) by notice to the Administrative Agent no later than 2:00 p.m. (and promptly confirmed in writing) on the date of prepayment if such prepayment would have resulted from a refinancing of all or any portion of the applicable Class or occurrence of another event, which refinancing or event shall not be consummated or shall otherwise be delayed (subject to payment of amounts due under Section 3.05).
(v) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.07(a) in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity); provided that any voluntary prepayment of Initial Term Loans shall be pro rata between the Initial Term Loans outstanding immediately prior at the time of such voluntary prepayment.
(vi) Notwithstanding anything in any Loan Document to such amendment that have been repriced the contrary, in addition to the terms set forth in Sections 2.05(a)(i) and 10.07, so long as no Event of Default has occurred and is continuing, any Loan Party (in each casesuch capacity, a “Discounted Purchaser”) may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently cancelled immediately upon such prepayment) (or Holdings or any of its Subsidiaries may purchase such outstanding Loans and immediately cancel them) without premium or penalty on the following basis (and so long as no proceeds of Revolving Credit Loans are used for such purpose):
(A) Any Discounted Purchaser shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(vi) and without premium or penalty.
(B) (1) Any Discounted Purchaser may from time to time offer to make a Discounted Term Loan Prepayment Premiumby providing the Auction Agent with five Business Days’ notice in the form of a Specified Discount Prepayment Notice (or such shorter period as agreed by the Auction Agent); provided that (I) any such offer shall be made available, at the sole discretion of the Discounted Purchaser, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(vi)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) unless rescinded pursuant to clause (iv) above, each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (or such later date specified therein) (the “Specified Discount Prepayment Response Date”).
Appears in 1 contract
Samples: Credit Agreement (Avantor, Inc.)
Optional. (i) i. The Borrower Borrowers may, upon notice to the Administrative Agent from the Borrower Agent, at any time or from time to time elect to voluntarily prepay Term Loans and or Revolving Credit Loans in whole or in part without premium or penalty penalty; provided that except with respect to prepayments in accordance with Section 4.04(c), (except as provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 A.M. (A1) three two (32) Business Days prior to any date of prepayment of Eurodollar Rate LIBOR Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate LIBOR Loans shall be in a principal amount of $5 million 500,000 or a whole multiple of $1 million 100,000 in excess thereof, and shall be accompanied by payment of all amounts due under Section 3.05; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. During a Dominion Trigger Period, there shall be no minimum repayment amount for Base Rate Loans. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowerBorrower Agent, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate LIBOR Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of Subject to Section 2.17(b), each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i)2.06(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) . The Borrower Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent)) from the Borrower Agent, at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. 1:00 P.M. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerBorrower Agent, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 1 contract
Samples: Credit Agreement (Synalloy Corp)
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term A Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 2,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term A Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to 2.05(a) shall be repaidapplied on a pro-rata basis, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 1 contract
Samples: Credit Agreement (Global Cash Access Holdings, Inc.)
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty at the Applicable Prepayment Price (except as provided in clause (iiisubject to Section 2.05(a)(ii) below); provided, that (1) such notice must be received by the Administrative Agent not later than 2:00 12:00 p.m. (ANew York time) three (3) Business Days (or such later time as the Administrative Agent may agree) prior to any date of prepayment of Eurodollar Rate Loans prepayment; and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 3,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 , or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesInterest Period(s) of Loans and the order of Borrowing (or Borrowings) to be prepaidsuch Loans. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s ratable share of the Term Loan Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of outstanding Loans under the Loans Term Loan Facility pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i2.05(a) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed applicable Lenders on a pro rata basis. If requested by the Borrower, the Administrative Agent shall deliver the notice to the Escrow Agent contemplated by Section 3.6 of the Escrow Agreement in connection therewith with respect to an amount of funds sufficient to fund the prepayment under this Section 2.05(a).
(ii) The If the Borrower may, upon notice to the Swing Line Lender (with makes a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date prepayment of the prepayment, and (2) any such prepayment shall be in a minimum entire then-outstanding principal amount of $100,000 Tranche 5 Term Loans pursuant to Section 2.05(a)(i) (or a whole multiple of $100,000 if applicable, makes an amendment with respect to such entire then-outstanding principal amount), in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following each case within 180 days after the Closing Date, the Borrower (x) makes any prepayment of Term Loans Date in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of the applicable Lenders (including each Term Lender, (I) in the case of clause (xLender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 3.07), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1prepayment) in an amount such that the amount such Lender receives from the repayment of principal and prepayment premium is 101% of the aggregate outstanding par principal amount of its repaid Tranche 5 Term Loans (and in the case of an amendment, a premium in an amount such that each applicable Lender (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 3.07) receives the difference between the amount it would have received had its Tranche 5 Term Loans been repaid at 101% of the outstanding par principal amount thereof and the amount it would have received had its Tranche 5 Term Loans been voluntarily repaid hereunder without any such premium).
(iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) if such prepayment would have resulted from a refinancing of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each caseLoan Facility, the “Prepayment Premium”)which refinancing shall not be consummated or shall otherwise be delayed.
Appears in 1 contract
Samples: Escrow Credit Agreement (CommScope Holding Company, Inc.)
Optional. (i) The Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 2,500,000 or a whole multiple of $1 million 250,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 250,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i)2.05(a) shall be applied as follows: first to the principal repayment installment thereof due as of the end of the fiscal quarter in which such prepayment is made, until such principal installment has been reduced to zero ($0) and second to the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaidremaining principal repayment installments thereof on a pro-rata basis, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 1 contract
Samples: Credit Agreement (Diamond Foods Inc)
Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; , (2ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; thereof and (3iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Committed Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans; provided, however, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i24 Cboe Global Markets, Inc. – Credit Agreement (Term Loan Credit Facility), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 1 contract
Samples: Term Loan Credit Agreement (Cboe Global Markets, Inc.)
Optional. (i) The Each Borrower may, upon notice to the Administrative AgentPaying Agent provided by Timken, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1) such notice must be received by the Administrative Paying Agent not later than 2:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Revolving Credit Loans shall be in a principal amount of $5 million not less than the Revolving Credit Borrowing Minimum or a whole multiple of $1 million the Revolving Credit Borrowing Multiple in excess thereof; and (3) any prepayment of Base Rate Swing Line Loans shall be in a principal amount of $500,000 or a whole multiple of not less than $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided further that such notice may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by Timken (by notice to the Co-Administrative Agents on or prior to the specified prepayment date) if such condition is not satisfied. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Paying Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowergiven, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of Subject to Section 2.16, each prepayment of the Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment 2.05(a) shall be paid to the Paying Agent for distribution to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower.
(ii) The Borrower Timken may, upon notice to the Swing Line Lender (with a copy to the Administrative Paying Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1) such notice must be received by the Swing Line Lender and the Administrative Paying Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 100,000; provided further that such notice may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by Timken (by notice to the Co-Administrative Agents on or a whole multiple of $100,000 in excess thereof or, prior to the specified prepayment date) if less, the entire principal amount thereof then outstandingsuch condition is not satisfied. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerTimken, the Borrower Timken shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
Appears in 1 contract
Samples: Credit Agreement (Timken Co)
Optional. (i) The Each Borrower may, upon notice from the Borrowing Agent to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1i) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) three (3) two Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (BC) on the date of prepayment of Base Rate Loans; (2ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 300,000 or a whole multiple of $100,000 in excess thereof thereof; or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (to be prepaid and, if Term SOFR Loans or Borrowings) Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans, and shall be in a form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrowing Agent. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the BorrowerBorrowing Agent, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment 2.05(a) shall be paid applied to the Appropriate principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).
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Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans, Additional Term Loans (if any) and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent, (except as provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts that may be required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans or Additional Term Loans (if any) pursuant to this Section 2.05(a)(i)2.05(a) shall be applied ratably to the outstanding Term Loans and Additional Term Loans (if any) and to the remaining principal amortization installments of both the Term Loan and Additional Term Loans, if any, in direct order of maturity (unless the Borrower may in its sole discretion select elects to apply such prepayments to the Borrowing or Borrowings remaining principal amortization installments of both the Term Loan and Additional Term Loans, if any, on a pro rata basis). Subject to be repaidSection 2.15, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments Applicable Percentages in respect of each of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrowerrelevant Facilities.
(ii) The Borrower may, upon notice to the Swing Line Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penalty; providedprovided that, that unless otherwise agreed by the Swingline Lender, (1A) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof hereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any . Any prepayment of Term Loans in connection principal shall be accompanied by all accrued interest on the amount prepaid, together with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay additional amounts required pursuant to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)Section 3.05.
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