Prepayment Premium. (i) At the time of the effectiveness of any Repricing Transaction that is consummated prior to the date that is one year and 31 days following the Start Dates (as defined in Amendment No. 5), the Borrowers agree to pay to the Agent, for the ratable account of each Lender with outstanding Term B-2 Loans, Term B-3 Loans and/or Term B-4 Loans, as applicable, which are repaid or prepaid pursuant to such Repricing Transaction (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 12.3(c)), a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (1) of the definition thereof, the aggregate principal amount of all Term B Loans prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (2) of the definition thereof, the aggregate principal amount of all Term B Loans outstanding on such date that are subject to an effective reduction of the Applicable Margin applicable to the Term B Loans pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction. (ii) If, on or prior to the date that is six months after the Amendment No. 1 (B-5) Effective Date, the Borrowers effect an amendment of the Term Loan Agreement that results in a Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-5 Lender with outstanding Term B-5 Loans that are repaid, prepaid or amended pursuant to such Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-5 Loans of such Term B-5 Lender outstanding immediately prior to the date of effectiveness of such Term B-5 Repricing Event. (iii) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-4 Lender with outstanding 2016-1 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-4 Loans of such 2016-1 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-4 Repricing Event. (iv) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-5 Lender with outstanding 2016-1 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-5 Loans of such 2016-1 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-5 Repricing Event. (v) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-6 Lender with outstanding Term B-6 Loans that are repaid, prepaid or amended pursuant to such Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-6 Loans of such Term B-6 Lender outstanding immediately prior to the date of effectiveness of such Term B-6 Repricing Event. (vi) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-4 Lender with outstanding 2016-2 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-4 Loans of such 2016-2 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-4 Repricing Event. (vii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-5 Lender with outstanding 2016-2 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-5 Loans of such 2016-2 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-5 Repricing Event. (viii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-6 Lender with outstanding 2016-1 Term B-6 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-6 Loans of such 2016-1 Term B-6 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-6 Repricing Event.
Appears in 4 contracts
Samples: Term Loan Agreement (Albertsons Companies, Inc.), Term Loan Agreement (SSI - AK Holdings, Inc.), Term Loan Agreement (Safeway Stores 42, Inc.)
Prepayment Premium. (i) At In the time of the effectiveness of any Repricing Transaction that is consummated event that, on or prior to the date that is one year and 31 days following first anniversary of the Start Dates (as defined in Amendment No. 5)1 Effective Date, any Initial Term B Loans are subject to a Repricing Event, the Borrowers agree to Borrower shall pay to the TLB Administrative Agent, for the ratable account of each Lender with outstanding of the Term B-2 B Lenders holding Initial Term B Loans, Term B-3 Loans and/or Term B-4 Loans, as applicable, which are repaid or prepaid pursuant to such Repricing Transaction (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 12.3(c)), a fee in an amount equal to 1.0% of (xi) in the case of a Repricing Transaction of the type described in clause (1a) of the definition thereofof Repricing Event, a prepayment premium of 1.00% of the aggregate principal amount of all the Term B Loans prepaid (so prepaid, refinanced, substituted or converted) in connection with such Repricing Transaction replaced and (yii) in the case of a Repricing Transaction described in clause (2b) of the definition thereofof a Repricing Event, a fee equal to 1.00% of the aggregate principal amount of all the applicable Initial Term B Loans outstanding on immediately prior to such date that are subject to an effective reduction of the Applicable Margin applicable amendment, waiver or modification. The amounts paid pursuant to the Term B Loans pursuant preceding sentence are referred to such Repricing Transaction. herein as the “Applicable Prepayment Premium.” Such fees amounts shall be due and payable upon on the date of the effectiveness of such Repricing Transaction.
(ii) Event. If, on or prior to the date that is six months after the first anniversary of the Amendment No. 1 (B-5) Effective Date, the Borrowers effect an any Lender holding Initial Term B Loans is a Non-Consenting Lender and is replaced pursuant to Section 5.6.2 [Replacement of a Lender] in connection with any amendment, amendment and restatement or other modification of the Term Loan this Agreement that results resulting in a Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-5 such Lender with outstanding Term B-5 Loans that are repaid, prepaid or amended (and not any Person who replaces such Lender pursuant to such Term B-5 Repricing Event, Section 5.6.2 [Replacement of a fee equal to 1.0% of the aggregate principal amount of the affected Term B-5 Loans of such Term B-5 Lender outstanding Lender]) shall receive its pro rata portion (as determined immediately prior to it being so replaced) of the Applicable Prepayment Premium. Such amounts shall be due and payable on the date of effectiveness of such Term B-5 Repricing Event.
(iii) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-4 Lender with outstanding 2016-1 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-4 Loans of such 2016-1 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-4 Repricing Event.
(iv) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-5 Lender with outstanding 2016-1 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-5 Loans of such 2016-1 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-5 Repricing Event.
(v) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-6 Lender with outstanding Term B-6 Loans that are repaid, prepaid or amended pursuant to such Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-6 Loans of such Term B-6 Lender outstanding immediately prior to the date of effectiveness of such Term B-6 Repricing Event.
(vi) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-4 Lender with outstanding 2016-2 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-4 Loans of such 2016-2 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-4 Repricing Event.
(vii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-5 Lender with outstanding 2016-2 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-5 Loans of such 2016-2 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-5 Repricing Event.
(viii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-6 Lender with outstanding 2016-1 Term B-6 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-6 Loans of such 2016-1 Term B-6 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-6 Repricing Event.
Appears in 3 contracts
Samples: Credit Agreement (CONSOL Energy Inc.), Credit Agreement (CONSOL Energy Inc.), Credit Agreement (CONSOL Energy Inc.)
Prepayment Premium. (i) At Notwithstanding any other provision contained in this Agreement to the time contrary, in the event all or any portion of the effectiveness of any Series A Incremental Term Loans is subject to a Repricing Transaction that is consummated prior to the date that is one year and 31 days following the Start Dates (as defined in Amendment No. 5)Event, the Borrowers agree Borrower shall pay or cause to pay be paid to the Agent, for the ratable account of each Lender with outstanding whose Series A Incremental Term B-2 LoansLoans are prepaid or repaid in whole or in part, or which is required to assign any of its Series A Incremental Term B-3 Loans and/or Term B-4 Loans, as applicable, which are repaid or prepaid pursuant to Section 2.25(d) in connection with such Repricing Transaction (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 12.3(c))Event, a fee in an amount equal to 1.0% of (x) in the case amount of a such Lender’s Series A Incremental Term Loans so prepaid, repaid or assigned if such Repricing Transaction Event occurs prior to the first anniversary of the type described in clause Series A Incremental Facility Effective Date. “Repricing Event” means (1a) any prepayment or repayment of Series A Incremental Term Loans with the definition thereofproceeds of, or any conversion of such Series A Incremental Term Loans into, any new or replacement tranche of term loans bearing interest at an “effective” interest rate that is less than the aggregate principal amount of all Term B Loans prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (2) of the definition thereof, the aggregate principal amount of all Term B Loans outstanding on such date that are subject to an effective reduction of the Applicable Margin “effective” interest rate then applicable to the Series A Incremental Term B Loans pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.
(iib) If, on any amendment or prior to the date that is six months after the Amendment No. 1 (B-5) Effective Date, the Borrowers effect an amendment of the Term Loan Agreement that results in a Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-5 Lender with outstanding Term B-5 Loans that are repaid, prepaid or amended pursuant to such Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-5 Loans of such Term B-5 Lender outstanding immediately prior to the date of effectiveness of such Term B-5 Repricing Event.
(iii) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment other modification of this Agreement that results that, directly or indirectly, reduces the “effective” interest rate applicable to the Series A Incremental Term Loans (with “effective” interest rate for all purposes of this Section 2.28 to give effect to all upfront or similar fees or original issue discount (in each case, with original issue discount and upfront or similar fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest margins in a 2016manner consistent with generally accepted financial practice based on an assumed four-1 Term B-4 Repricing Eventyear life to maturity), the Borrowers shall pay to the Agentrelevant Applicable Margin, for the ratable account of each 2016-1 Term B-4 Lender with outstanding 2016-1 Term B-4 Loans and any “LIBOR” floor or “Base Rate” floor but excluding arrangement, syndication, structuring or like fees payable in connection therewith that are repaid, prepaid or amended pursuant to such 2016-1 Term B-4 Repricing Event, a fee equal to 1.0% not shared with all lenders). Determination of the aggregate principal amount of the affected 2016-1 Term B-4 Loans “effective” interest rate shall be made by Administrative Agent in a manner determined by it to be consistent with accepted financial practice; provided that Administrative Agent shall have no obligation to make any such determination absent a request therefor by Borrower; provided further that Borrower and each Lender hereby agree that Administrative Agent shall not be liable or responsible for any loss, cost or expense suffered by Borrower or such Lender as a result of such 2016-1 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-4 Repricing Eventdetermination.
(iv) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-5 Lender with outstanding 2016-1 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-5 Loans of such 2016-1 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-5 Repricing Event.
(v) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-6 Lender with outstanding Term B-6 Loans that are repaid, prepaid or amended pursuant to such Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-6 Loans of such Term B-6 Lender outstanding immediately prior to the date of effectiveness of such Term B-6 Repricing Event.
(vi) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-4 Lender with outstanding 2016-2 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-4 Loans of such 2016-2 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-4 Repricing Event.
(vii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-5 Lender with outstanding 2016-2 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-5 Loans of such 2016-2 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-5 Repricing Event.
(viii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-6 Lender with outstanding 2016-1 Term B-6 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-6 Loans of such 2016-1 Term B-6 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-6 Repricing Event.”
Appears in 2 contracts
Samples: Incremental Facility Activation Notice and New Lender Supplement (Pinnacle Entertainment Inc.), Credit Agreement (Pinnacle Entertainment Inc.)
Prepayment Premium. (i) At the time of the effectiveness of any Repricing Transaction that is consummated prior to the date that is one year and 31 days following the Start Dates (as defined in Amendment No. 5), the Borrowers agree to pay to the Agent, for the ratable account of each Lender with outstanding Term B-2 Loans, Term B-3 Loans and/or Term B-4 Loans, as applicable, which are repaid or prepaid pursuant to such Repricing Transaction (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 12.3(c)), a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (1) of the definition thereof, the aggregate principal amount of all Term B Loans prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (2) of the definition thereof, the aggregate principal amount of all Term B Loans outstanding on such date that are subject to an effective reduction of the Applicable Margin applicable to the Term B Loans pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.
(ii) (e) If, on or prior to the date that is six months after the Amendment No. 1 (B-5) Effective Date, the Borrowers effect an amendment of the Term Loan Agreement that results in a Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-5 Lender with outstanding Term B-5 Loans that are repaid, prepaid or amended pursuant to such Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-5 Loans of such Term B-5 Lender outstanding immediately prior to the date of effectiveness of such Term B-5 Repricing Event.
(iii) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-4 Lender with outstanding 2016-1 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-4 Loans of such 2016-1 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-4 Repricing Event.
(iv) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-5 Lender with outstanding 2016-1 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-5 Loans of such 2016-1 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-5 Repricing Event.
(v) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-6 Lender with outstanding Term B-6 Loans that are repaid, prepaid or amended pursuant to such Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-6 Loans of such Term B-6 Lender outstanding immediately prior to the date of effectiveness of such Term B-6 Repricing Event.
(vi) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-4 Lender with outstanding 2016-2 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-4 Loans of such 2016-2 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-4 Repricing Event.
(vii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-5 Lender with outstanding 2016-2 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-5 Loans of such 2016-2 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-5 Repricing Event.
(viii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-6 Lender with outstanding 2016-1 Term B-6 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-6 Loans of such 2016-1 Term B-6 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-6 Repricing Event.
Appears in 2 contracts
Samples: Term Loan Agreement (Safeway Stores 42, Inc.), Term Loan Agreement (Albertsons Companies, Inc.)
Prepayment Premium. (i) At The Borrower shall pay to the time Administrative Agent, for the benefit of the effectiveness of each L/C Commitment Lender in accordance with its Applicable Percentage in connection with reductions and terminations made under Section 2.06(a), (x) with respect to any Repricing Transaction that is consummated reductions or termination made prior to the date that is one year and 31 days following two years after the Start Dates (as defined in Amendment No. 5)Closing Date, the Borrowers agree to pay to the Agent, for the ratable account of each Lender with outstanding Term B-2 Loans, Term B-3 Loans and/or Term B-4 Loans, as applicable, which are repaid or prepaid pursuant to such Repricing Transaction (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 12.3(c)), a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (1) of the definition thereof, the aggregate principal amount of all Term B Loans prepaid (or converted) in connection with such Repricing Transaction Applicable Premium and (y) in and with respect to any reductions or termination made after the case of a Repricing Transaction described in clause (2) date that is two years after the Closing Date and the date that is two years and six months after the Closing Date, 3.00% of the definition thereof, the aggregate principal amount of all Term B Loans outstanding on such date that are subject to an effective reduction of the Applicable Margin applicable to the Term B Loans pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing TransactionL/C Commitment reduced or terminated.
(ii) IfWithout limiting the generality of the foregoing, on or it is understood and agreed that if the L/C Commitment is terminated prior to the date that is six months after the Amendment No. 1 (B-5) Effective Letter of Credit Expiration Date, as a result of an Event of Default (including, without limitation, an Event of Default under clause (f) of Section 8.01 (including the Borrowers effect an amendment early termination or reduction of any portion of the Term Loan Agreement that results in a Term B-5 Repricing EventL/C Commitment by operation of law)), the Borrowers greater of (x) the Applicable Premium and (y) the amount by which the applicable redemption price set forth in clause (i)(y) above exceeds the L/C Commitment reduced or terminated (the “L/C Commitment Redemption Price Premium”), as applicable, with respect to an optional reduction or termination of the L/C Commitment shall pay also be due and payable as though the L/C Commitment had been optionally reduced or terminated on the date of such earlier reduction or termination and shall constitute part of the Obligations with respect to the Agent, for L/C Commitment in view of the ratable account impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Term B-5 Lender with outstanding Term B-5 Loans that are repaidholder’s lost profits as a result thereof. If the L/C Commitment Redemption Price Premium becomes due and payable, prepaid or amended pursuant it shall be deemed to such Term B-5 Repricing Eventbe principal of a Loans, a fee equal to 1.0% of and interest shall accrue on the aggregate full principal amount of such Loan (including the affected Term B-5 Loans L/C Commitment Redemption Price Premium) from and after the applicable triggering event, including in connection with an Event of such Term B-5 Lender outstanding immediately prior Default specified under clause (f) of Section 8.01. Any L/C Commitment Redemption Price Premium payable above shall be presumed to be liquidated damages sustained by each holder as the result of the early termination or reduction of the L/C Commitment and the Borrower and the Loan Parties to the date of effectiveness of such Term B-5 Repricing Event.
(iii) If, on or prior extent they provide guarantees for the Obligations pursuant to the date Guaranty agree that it is six months after reasonable under the Amendment Nocircumstances currently existing. 4 (B-6) Effective DateThe Borrower and, if applicable, the Borrowers effect Loan Parties will expressly agree (to the fullest extent they may lawfully do so) that: (A) the L/C Commitment Redemption Price Premium is reasonable and is the product of an amendment arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the L/C Commitment Redemption Price Premium shall be payable notwithstanding the then prevailing market rates at the time early reduction or termination occurs; (C) there has been a course of conduct between holders and the Borrower giving specific consideration in this Agreement that results transaction for such agreement to pay the L/C Commitment Redemption Price Premium; and (D) the Borrower shall be estopped from claiming differently than as agreed to in a 2016-1 Term B-4 Repricing Eventthis paragraph. The Borrower and, if applicable, the Borrowers shall Loan Parties expressly acknowledge that their agreement to pay the L/C Commitment Redemption Price Premium to Lenders as herein described was a material inducement to the Agent, for the ratable account of each 2016-1 Term B-4 Lender with outstanding 2016-1 Term B-4 Loans that are repaid, prepaid or amended pursuant Lenders to such 2016-1 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-4 Loans of such 2016-1 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-4 Repricing Evententer into this Agreement.
(iv) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-5 Lender with outstanding 2016-1 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-5 Loans of such 2016-1 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-5 Repricing Event.
(v) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-6 Lender with outstanding Term B-6 Loans that are repaid, prepaid or amended pursuant to such Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-6 Loans of such Term B-6 Lender outstanding immediately prior to the date of effectiveness of such Term B-6 Repricing Event.
(vi) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-4 Lender with outstanding 2016-2 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-4 Loans of such 2016-2 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-4 Repricing Event.
(vii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-5 Lender with outstanding 2016-2 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-5 Loans of such 2016-2 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-5 Repricing Event.
(viii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-6 Lender with outstanding 2016-1 Term B-6 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-6 Loans of such 2016-1 Term B-6 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-6 Repricing Event.
Appears in 2 contracts
Samples: Credit Agreement (Peabody Energy Corp), Credit Agreement (Peabody Energy Corp)
Prepayment Premium. (i) At the time Upon any voluntary prepayment of the effectiveness Loans (in whole or in part, including pursuant to a refinancing thereof) at any time on or prior to the first anniversary of the Restatement Date with the proceeds of any Repricing Transaction that is consummated Transaction, Borrower shall pay a premium equal to 1.00% of the principal amount of any portion of such Loans optionally prepaid. Upon any voluntary prepayment of the Loans (including, for the avoidance of doubt, any Initial Loans, Term B-2 Loans or Term B-3 Loans) (in whole or in part, including pursuant to a refinancing thereof) at any time after the Amendment No. 2 Effective Date and prior to the first anniversary of the Amendment No. 2 Effective Date with the proceeds of any Repricing Transaction, Borrower shall pay a premium equal to 1.00% of the principal amount of any portion of such Loans optionally prepaid. Upon any voluntary prepayment of the Term B-4 Loans (in whole or in part, including pursuant to a refinancing thereof) or mandatory prepayments pursuant to Sections 2.03(c) or 2.03(j)(i) (other than with respect to Restricted Payments (as defined in the IntermediateCo Unsecured Guarantee) funded from net cash proceeds of Asset Sales (as defined in the IntermediateCo Unsecured Guarantee, but without giving effect to the minimum dollar threshold in clause (c) in the definition thereof) by IntermediateCo and its Subsidiaries) at any time after the Term B-4 Closing Date and prior to the date that is one and one-half years after the Term B-4 Closing Date, Borrower shall pay a premium equal to the Applicable Premium of the principal amount of any portion of the Term B-4 Loans prepaid, (ii) from the one and one-half year anniversary of the Term B-4 Closing Date but prior to the two and 31 days following one-half year anniversary of the Start Dates Term B-4 Closing Date, Borrower shall pay a premium equal to 2.00% of the principal amount of any portion of the Term B-4 Loans optionally prepaid (including pursuant to a refinancing thereof) or any mandatory prepayment pursuant to Sections 2.03(c) and 2.03(j)(i) (other than with respect to Restricted Payments (as defined in Amendment No. 5)the IntermediateCo Unsecured Guarantee) funded from net cash proceeds of Asset Sales (as defined in the IntermediateCo Unsecured Guarantee, the Borrowers agree to pay but without giving effect to the Agent, for the ratable account of each Lender with outstanding Term B-2 Loans, Term B-3 Loans and/or Term B-4 Loans, as applicable, which are repaid or prepaid pursuant to such Repricing Transaction minimum dollar threshold in clause (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 12.3(c)), a fee in an amount equal to 1.0% of (xc) in the case of a Repricing Transaction definition thereof) by IntermediateCo and its Subsidiaries) and (iii) from the two and one-half year anniversary of the type described Term B-4 Closing Date but prior to the three and one-half year anniversary of the Term B-4 Closing Date, Borrower shall pay a premium equal to 1.00% of the principal amount of any portion of the Term B-4 Loans optionally prepaid (including pursuant to a refinancing thereof) or any mandatory prepayment pursuant to Sections 2.03(c) and 2.03(j)(i) (other than with respect to Restricted Payments (as defined in the IntermediateCo Unsecured Guarantee) funded from net cash proceeds of Asset Sales (as defined in the IntermediateCo Unsecured Guarantee, but without giving effect to the minimum dollar threshold in clause (1c) of in the definition thereof, the aggregate principal amount of all Term B Loans prepaid (or converted) in connection with such Repricing Transaction by IntermediateCo and (y) in the case of a Repricing Transaction described in clause (2) of the definition thereof, the aggregate principal amount of all Term B Loans outstanding on such date that are subject to an effective reduction of the Applicable Margin applicable to the Term B Loans pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transactionits Subsidiaries).
(ii) If, on or prior to the date that is six months after the Amendment No. 1 (B-5) Effective Date, the Borrowers effect an amendment of the Term Loan Agreement that results in a Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-5 Lender with outstanding Term B-5 Loans that are repaid, prepaid or amended pursuant to such Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-5 Loans of such Term B-5 Lender outstanding immediately prior to the date of effectiveness of such Term B-5 Repricing Event.
(iii) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-4 Lender with outstanding 2016-1 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-4 Loans of such 2016-1 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-4 Repricing Event.
(iv) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-5 Lender with outstanding 2016-1 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-5 Loans of such 2016-1 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-5 Repricing Event.
(v) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-6 Lender with outstanding Term B-6 Loans that are repaid, prepaid or amended pursuant to such Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-6 Loans of such Term B-6 Lender outstanding immediately prior to the date of effectiveness of such Term B-6 Repricing Event.
(vi) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-4 Lender with outstanding 2016-2 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-4 Loans of such 2016-2 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-4 Repricing Event.
(vii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-5 Lender with outstanding 2016-2 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-5 Loans of such 2016-2 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-5 Repricing Event.
(viii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-6 Lender with outstanding 2016-1 Term B-6 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-6 Loans of such 2016-1 Term B-6 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-6 Repricing Event.
Appears in 2 contracts
Samples: Credit Agreement (Toys R Us Inc), Credit Agreement (Toys R Us Inc)
Prepayment Premium. (i) At In the event that, at any time of after the effectiveness of any Repricing Transaction that is consummated prior to the date that is one year and 31 days following the Start Dates (as defined in Amendment No. 5), the Borrowers agree to pay to the Agent, for the ratable account of each Lender with outstanding Term B-2 Loans, Term B-3 Loans and/or Term B-4 Loans, as applicable, which are repaid or prepaid pursuant to such Repricing Transaction (including each Lender that withholds its consent to such Repricing Transaction 9 Effective Date and is replaced as a Non-Consenting Lender under Section 12.3(c)), a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (1) of the definition thereof, the aggregate principal amount of all Term B Loans prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (2) of the definition thereof, the aggregate principal amount of all Term B Loans outstanding on such date that are subject to an effective reduction of the Applicable Margin applicable to the Term B Loans pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.
(ii) If, on or prior to the date that is six months after the Amendment No. 1 (B-5) 9 Effective Date, (i) this Agreement is amended and such amendment to this Agreement has the Borrowers effect an amendment of reducing the interest rate applicable to the Term B-5 Loans (other than any waiver of default interest) or (ii) the Borrower makes any mandatory or voluntary prepayment of the Term Loan Agreement that results in B-5 Loans with the proceeds of any term loan Indebtedness under any credit facility (including, without limitation, any new or additional Term Loans under this Agreement) which term loan Indebtedness has a lower interest rate margin than the highest interest rate then applicable with respect to the Term B-5 Repricing EventLoans; provided that solely for the purposes of the foregoing clause (ii), the Borrowers interest rate margins applicable to any term loan Indebtedness shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower generally to the lenders providing such term loan Indebtedness based on an assumed four-year life to maturity and, if the lowest possible Eurocurrency Rate applicable to such term loan Indebtedness is greater than 0.75% or the lowest possible Base Rate applicable to such term loan Indebtedness is greater than 1.75%, the difference between such “floor” and 0.75% in the case of Eurocurrency Rate Term B-5 Loans, or 1.75%, in the case of Base Rate Term B-5 Loans, shall be equated to interest rate margin for purposes of the foregoing clause (ii), then the Borrower agrees to pay to the Administrative Agent, (x) in the case of clause (i), for the ratable account of each applicable Term B-5 Lender with that agrees to such amendment a fee in an amount equal to 1.00% of such Lender’s Term B-5 Loans outstanding on the effective date of such amendment, and (y) in the case of clause (ii), for the account of each applicable Term B-5 Lender, a fee in an amount equal to 1.00% of such Lender’s Term B-5 Loans that are repaid, being prepaid or amended pursuant to such Term B-5 Repricing Event, as a fee equal to 1.0% of the aggregate principal amount of the affected Term B-5 Loans result of such Term B-5 Lender outstanding immediately prior to the date of effectiveness of such Term B-5 Repricing Eventprepayment.
(iii) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-4 Lender with outstanding 2016-1 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-4 Loans of such 2016-1 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-4 Repricing Event.
(iv) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-5 Lender with outstanding 2016-1 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-5 Loans of such 2016-1 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-5 Repricing Event.
(v) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-6 Lender with outstanding Term B-6 Loans that are repaid, prepaid or amended pursuant to such Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-6 Loans of such Term B-6 Lender outstanding immediately prior to the date of effectiveness of such Term B-6 Repricing Event.
(vi) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-4 Lender with outstanding 2016-2 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-4 Loans of such 2016-2 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-4 Repricing Event.
(vii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-5 Lender with outstanding 2016-2 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-5 Loans of such 2016-2 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-5 Repricing Event.
(viii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-6 Lender with outstanding 2016-1 Term B-6 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-6 Loans of such 2016-1 Term B-6 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-6 Repricing Event.
Appears in 2 contracts
Samples: Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.)
Prepayment Premium. (i) At the time of the effectiveness of any Repricing Transaction that is consummated prior to the date that is one year and 31 days following the Start Dates (as defined in Amendment No. 5), the Borrowers agree to pay to the Agent, for the ratable account of each Lender with outstanding Term B-2 Loans, Term B-3 Loans and/or Term B-4 Loans, as applicable, which are repaid or prepaid pursuant to such Repricing Transaction (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 12.3(c)), a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (1) of the definition thereof, the aggregate principal amount of all Term B Loans prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (2) of the definition thereof, the aggregate principal amount of all Term B Loans outstanding on such date that are subject to an effective reduction of the Applicable Margin applicable to the Term B Loans pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.
(ii) If, on or prior to the date that is six months after the Amendment No. 1 (B-5) Effective Date, the Borrowers effect an amendment of the Term Loan Agreement that results in a Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-5 Lender with outstanding Term B-5 Loans that are repaid, prepaid or amended pursuant to such Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-5 Loans of such Term B-5 Lender outstanding immediately prior to the date of effectiveness of such Term B-5 Repricing Event.
(iii) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-4 Lender with outstanding 2016-1 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-4 Loans of such 2016-1 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-4 Repricing Event.
(iv) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-5 Lender with outstanding 2016-1 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-5 Loans of such 2016-1 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-5 Repricing Event.
(v) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-6 Lender with outstanding Term B-6 Loans that are repaid, prepaid or amended pursuant to such Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-6 Loans of such Term B-6 Lender outstanding immediately prior to the date of effectiveness of such Term B-6 Repricing Event.
(vi) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-4 Lender with outstanding 2016-2 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-4 Loans of such 2016-2 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-4 Repricing Event.
(vii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-5 Lender with outstanding 2016-2 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-5 Loans of such 2016-2 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-5 Repricing Event.
(viii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-6 Lender with outstanding 2016-1 Term B-6 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-6 Loans of such 2016-1 Term B-6 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-6 Repricing Event.
(ix) If, on or prior to December 26, 2017, the Borrowers effect an amendment of this Agreement that results in a 2017-1 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2017-1 Term B-4 Lender with outstanding 2017-1 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2017-1 Term B-4 Repricing Event, a fee equal to 1.00% of the aggregate principal amount of the affected 2017-1 Term B-4 Loans of such 2017-1 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2017-1 Term B-4 Repricing Event.
(x) If, on or prior to December 26, 2017, the Borrowers effect an amendment of this Agreement that results in a 2017-1 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2017-1 Term B-5 Lender with outstanding 2017-1 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2017-1 Term B-5 Repricing Event, a fee equal to 1.00% of the aggregate principal amount of the affected 2017-1 Term B-5 Loans of such 2017-1 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2017-1 Term B-5 Repricing Event.
(xi) If, on or prior to December 26, 2017, the Borrowers effect an amendment of this Agreement that results in a 2017-1 Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2017-1 Term B-6 Lender with outstanding 2017-1 Term B-6 Loans that are repaid, prepaid or amended pursuant to such 2017-1 Term B-6 Repricing Event, a fee equal to 1.00% of the aggregate principal amount of the affected 2017-1 Term B-6 Loans of such 2017-1 Term B-6 Lender outstanding immediately prior to the date of effectiveness of such 2017-1 Term B-6 Repricing Event.
(xii) If, on or prior to the date that is six months after the Amendment No. 7 (2018) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2018 Term B-7 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2018 Term B-7 Lender with outstanding 2018 Term B-7 Loans that are repaid, prepaid or amended pursuant to such 2018 Term B-7 Repricing Event, a fee equal to 1.00% of the aggregate principal amount of the affected 2018 Term B-7 Loans of such 2018 Term B-7 Lender outstanding immediately prior to the date of effectiveness of such 2018 Term B-7 Repricing Event.
(xiii) If, on or prior to the date that is six months after the Amendment No. 8 (2019) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2019-1 Term B-7 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2019-1 Term B-7 Lender with outstanding 2019-1 Term B-7 Loans that are repaid, prepaid or amended pursuant to such 2019-1 Term B-7 Repricing Event, a fee equal to 1.00% of the aggregate principal amount of the affected 2019-1 Term B-7 Loans of such 2019-1 Term B-7 Lender outstanding immediately prior to the date of effectiveness of such 2019-1 Term B-7 Repricing Event.
(xiv) If, on or prior to the date that is six months after the Amendment No. 8 (2019) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2019 Term B-8 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2019 Term B-8 Lender with outstanding 2019 Term B-8 Loans that are repaid, prepaid or amended pursuant to such 2019 Term B-8 Repricing Event, a fee equal to 1.00% of the aggregate principal amount of the affected 2019 Term B-8 Loans of such 2019 Term B-8 Lender outstanding immediately prior to the date of effectiveness of such 2019 Term B-8 Repricing Event.
Appears in 1 contract
Prepayment Premium. In the event any repayment or prepayment of the Extended Loans that are Tranche A-1 Loans is made prior to the Maturity Date of the Extended Loans (but excluding any repayments or prepayments (a) of any Tranche A-1 Subsequent Term Loans, (b) of any loans held by an Affiliated Lender or (c) as a result of any mandatory prepayment pursuant to Section 3.08(a) unless such prepayment results from an asset sale or disposition that is not permitted under Section 7.02(f)), including as a result of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date of the Extended Loans, for any reason, including (i) At termination upon the election of the Required Lenders to terminate after the occurrence and during the continuation of an Event of Default (or, in the case of the occurrence of any Event of Default described in Section 9.01(h) with respect to any Borrower, automatically upon the occurrence thereof), (ii) foreclosure and sale of Collateral, (iii) sale of the Collateral in any insolvency proceeding, or (iv) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any insolvency proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Extending Lenders or profits lost by the Extending Lenders as a result of such early payment or termination, and by mutual agreement of the Borrowers and the Extending Lenders as to a reasonable estimation and calculation of the lost profits or damages of the Extending Lenders, the Borrowers shall pay, subject to the Intercreditor Agreement, pro rata among the Extending Lenders that hold Tranche A-1 Term Loans (excluding Tranche A-1 Subsequent Term Loans) based on their respective outstanding principal amounts on the date of such prepayment the Make-Whole Amount, measured as of the date of such payment or termination. Borrowers’ Agent shall calculate the Make-Whole Amount and provide such calculation to Administrative Agent and Extending Lenders at least two (2) Business Days before the date any such prepayment is made; provided that such calculation shall be subject to the review and approval of the Extending Lenders. In the event Extending Lenders do not object to Borrowers’ Agent’s calculation of the Make-Whole Amount within thirty (30) days of receipt thereof, such calculation shall be deemed approved by Extending Lenders. Notwithstanding the foregoing, or the pendency of any objection to Borrowers’ Agent’s calculation of the Make-Whole Amount, Administrative Agent shall disburse any such prepayment (together with the Make-Whole Amount which has been delivered to Administrative Agent by Borrowers at the time of the effectiveness of prepayment) to Extending Lenders upon Administrative Agent’s receipt thereof. In no event shall the Administrative Agent have any Repricing Transaction that is consummated prior duty, responsibility or liability with respect to the date that is one year and 31 days following calculations of the Start Dates (as defined in Amendment No. 5), the Borrowers agree to pay to the Agent, for the ratable account of each Lender with outstanding Term B-2 Loans, Term B-3 Loans and/or Term B-4 Loans, as applicableMake-Whole Amount, which are repaid or prepaid pursuant to such Repricing Transaction (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 12.3(c)), a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (1) of the definition thereof, the aggregate principal amount of all Term B Loans prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (2) of the definition thereof, the aggregate principal amount of all Term B Loans outstanding on such date that are subject to an effective reduction of the Applicable Margin applicable to the Term B Loans pursuant to such Repricing Transaction. Such fees calculation shall be due and payable upon the date sole responsibility of the effectiveness of such Repricing TransactionBorrowers’ Agent.
(ii) If, on or prior to the date that is six months after the Amendment No. 1 (B-5) Effective Date, the Borrowers effect an amendment of the Term Loan Agreement that results in a Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-5 Lender with outstanding Term B-5 Loans that are repaid, prepaid or amended pursuant to such Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-5 Loans of such Term B-5 Lender outstanding immediately prior to the date of effectiveness of such Term B-5 Repricing Event.
(iii) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-4 Lender with outstanding 2016-1 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-4 Loans of such 2016-1 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-4 Repricing Event.
(iv) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-5 Lender with outstanding 2016-1 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-5 Loans of such 2016-1 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-5 Repricing Event.
(v) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-6 Lender with outstanding Term B-6 Loans that are repaid, prepaid or amended pursuant to such Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-6 Loans of such Term B-6 Lender outstanding immediately prior to the date of effectiveness of such Term B-6 Repricing Event.
(vi) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-4 Lender with outstanding 2016-2 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-4 Loans of such 2016-2 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-4 Repricing Event.
(vii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-5 Lender with outstanding 2016-2 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-5 Loans of such 2016-2 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-5 Repricing Event.
(viii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-6 Lender with outstanding 2016-1 Term B-6 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-6 Loans of such 2016-1 Term B-6 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-6 Repricing Event.
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Prepayment Premium. (i) At In the time of the effectiveness of any Repricing Transaction that is consummated event that, prior to the date that is one year and 31 days following twenty-four month anniversary of the Start Dates (as defined in Amendment No. 5)Closing Date, a Repricing Transaction occurs, the Borrowers agree to Borrower shall pay to the Administrative Agent, for the ratable account of each Lender with outstanding of the applicable Term B-2 Loans, Term B-3 Loans and/or Term B-4 Loans, as applicable, which are repaid or prepaid pursuant to such Lenders,
(i) for any Repricing Transaction (including each Lender that withholds its consent occurs prior to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 12.3(c))or on the twelve month anniversary of the Closing Date, a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (1a) of the definition thereof, a prepayment premium of 2.00% of the aggregate principal amount of all the Initial Term B Loans being prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (2b) of the definition thereof, an amount equal to 2.00% of the aggregate principal amount of all the applicable Initial Term B Loans outstanding on immediately prior to such date amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction; or
(ii) for any Repricing Transaction that occurs after the twelve month anniversary of the Applicable Margin Closing Date, but before the twenty-four month anniversary of the Closing Date, (x) in the case of a Repricing Transaction described in clause (a) of the definition thereof, a prepayment premium of 1.00% of the amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (b) of the definition thereof, an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to the Term B Loans such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction. Such fees Any payment required to be made by the Borrower pursuant to this clause (e) shall be due and payable upon made on the same date of as the effectiveness of such Repricing Transactionprepayment, repayment, refinancing or repricing giving rise to requirement for payment to be made under this clause (e) occurs.
(ii) If, on or prior to the date that is six months after the Amendment No. 1 (B-5) Effective Date, the Borrowers effect an amendment of the Term Loan Agreement that results in a Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-5 Lender with outstanding Term B-5 Loans that are repaid, prepaid or amended pursuant to such Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-5 Loans of such Term B-5 Lender outstanding immediately prior to the date of effectiveness of such Term B-5 Repricing Event.
(iii) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-4 Lender with outstanding 2016-1 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-4 Loans of such 2016-1 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-4 Repricing Event.
(iv) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-5 Lender with outstanding 2016-1 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-5 Loans of such 2016-1 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-5 Repricing Event.
(v) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-6 Lender with outstanding Term B-6 Loans that are repaid, prepaid or amended pursuant to such Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-6 Loans of such Term B-6 Lender outstanding immediately prior to the date of effectiveness of such Term B-6 Repricing Event.
(vi) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-4 Lender with outstanding 2016-2 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-4 Loans of such 2016-2 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-4 Repricing Event.
(vii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-5 Lender with outstanding 2016-2 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-5 Loans of such 2016-2 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-5 Repricing Event.
(viii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-6 Lender with outstanding 2016-1 Term B-6 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-6 Loans of such 2016-1 Term B-6 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-6 Repricing Event.
Appears in 1 contract
Samples: Credit Agreement (Mavenir Private Holdings II Ltd.)
Prepayment Premium. (A) Each prepayment (solely in the case of this clause (A), whether before or after (i) At the time occurrence of a Default or (ii) the commencement of any proceeding under the Bankruptcy Code involving any Loan Party or Subsidiary thereof, and notwithstanding any acceleration (for any reason) of the effectiveness Obligations (and the entire outstanding principal amount of the Closing Date Term Loans and 2022 Incremental Term Loans shall be deemed to have been prepaid on the date of any such acceleration)) of the Closing Date Term Loans or 2022 Incremental Term Loans pursuant to Section 2.05(1)(a) or Section 2.05(2)(c) prior to the first anniversary of the Amendment No. 2 Effective Date shall be accompanied by a premium equal to 1.00% of the principal amount of the Closing Date Term Loans and/or 2022 Incremental Term Loans so prepaid and (B) in the event that, during the period on and after the first anniversary of the Amendment No. 2 Effective Date and prior to the second anniversary of the Amendment No. 2 Effective Date, any Repricing Transaction that is consummated prior to the date that is one year and 31 days following the Start Dates (as defined in Amendment No. 5)occurs, the Borrowers agree to Borrower shall pay to the Administrative Agent, for the ratable account of each Lender with outstanding Term B-2 Loansapplicable Lender, Term B-3 Loans and/or Term B-4 Loans, as applicable, which are repaid or prepaid pursuant to such Repricing Transaction (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 12.3(c)), a fee in an amount equal to 1.0% of (xa) in the case of a Repricing Transaction within the meaning of the type described in clause (1) of the definition thereofof Repricing Transaction, a prepayment premium of 1.00% of the aggregate principal amount of all such Closing Date Term B Loans prepaid (or converted) in connection with and/or 2022 Incremental Term Loans so subject to such Repricing Transaction and (yb) in the case of a Repricing Transaction described in within the meaning of clause (2) of the definition thereof, the aggregate principal amount of all Term B Loans outstanding on such date that are subject to an effective reduction of the Applicable Margin applicable to the Term B Loans pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.
(ii) If, on or prior to the date that is six months after the Amendment No. 1 (B-5) Effective Date, the Borrowers effect an amendment of the Term Loan Agreement that results in a Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-5 Lender with outstanding Term B-5 Loans that are repaid, prepaid or amended pursuant to such Term B-5 Repricing Event, a fee equal to 1.01.00% of the aggregate principal amount of the affected Closing Date Term B-5 Loans of such and/or 2022 Incremental Term B-5 Lender Loans outstanding immediately prior to such amendment, amendment and restatement or other modification that are subject to such Repricing Transaction; provided that the term “prepayment” for the purposes of this Section 2.18(1) and the definition of “Repricing Transaction” shall include an assignment and designation under Section 3.07 in connection with any amendment, amendment and restatement or other modification to this Agreement that reduces or modifies the premium referred to above.
(2) Each prepayment (whether before or after (i) the occurrence of a Default or (ii) the commencement of any proceeding under the Bankruptcy Code involving any Loan Party or Subsidiary thereof, and notwithstanding any acceleration (for any reason) of the Obligations (and the entire outstanding principal amount of the 2020 Incremental Term Loans shall be deemed to have been prepaid on the date of effectiveness any such acceleration, and the term “prepayment” for the purposes of this Section 2.18(2) shall include an assignment and designation under Section 3.07 in connection with any amendment, amendment and restatement or other modification to this Agreement that reduces or modifies the premium referred to below) of the 2020 Incremental Term Loans pursuant to Section 2.05(1)(a) or Section 2.05(2)(c) shall be accompanied by a premium equal to (a) if such Term B-5 Repricing Event.
(iii) If, on or prepayment is made prior to the date that is six months after first anniversary of the Amendment No. 4 (B-6) 1 Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-4 Lender with outstanding 2016-1 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-4 Repricing Event, a fee equal to 1.04.00% of the aggregate principal amount of the affected 2016-1 2020 Incremental Term B-4 Loans of so prepaid, (b) if such 2016-1 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-4 Repricing Event.
(iv) If, prepayment is made on or prior to after the date that is six months after first anniversary of the Amendment No. 4 (B-6) 1 Effective Date but prior to the second anniversary of the Amendment No. 1 Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-5 Lender with outstanding 2016-1 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-5 Repricing Event, a fee equal to 1.02.00% of the aggregate principal amount of the affected 2016-1 2020 Incremental Term B-5 Loans of so prepaid and (c) if such 2016-1 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-5 Repricing Event.
(v) If, prepayment is made on or prior to after the date that is six months after second anniversary of the Amendment No. 4 (B-6) 1 Effective Date, the Borrowers effect an amendment of this Agreement that results in a Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-6 Lender with outstanding Term B-6 Loans that are repaid, prepaid or amended pursuant to such Term B-6 Repricing Event, a fee equal to 1.00.00% of the aggregate principal amount of the affected 2020 Incremental Term B-6 Loans of such Term B-6 Lender outstanding immediately prior to the date of effectiveness of such Term B-6 Repricing Eventso prepaid.
(vi) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-4 Lender with outstanding 2016-2 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-4 Loans of such 2016-2 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-4 Repricing Event.
(vii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-5 Lender with outstanding 2016-2 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-5 Loans of such 2016-2 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-5 Repricing Event.
(viii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-6 Lender with outstanding 2016-1 Term B-6 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-6 Loans of such 2016-1 Term B-6 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-6 Repricing Event.
Appears in 1 contract
Samples: First Lien Credit Agreement (Convey Health Solutions Holdings, Inc.)
Prepayment Premium. Any prepayment of Advances pursuant to Sections 2.06(a) (other than prepayments resulting from Excess Cash Flow pursuant to Section 2.06(b)(i)) shall be accompanied by a premium such that the aggregate amount of such prepayment shall equal 105% of the principal amount prepaid; provided, however, (i) At the time of the effectiveness of any Repricing Transaction that if such prepayment is consummated prior to the date that is one year and 31 days following the Start Dates (as defined in Amendment No. 5), the Borrowers agree to pay to the Agent, for the ratable account of each Lender with outstanding Term B-2 Loans, Term B-3 Loans and/or Term B-4 Loans, as applicable, which are repaid or prepaid pursuant to such Repricing Transaction (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 12.3(c)), a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (1) of the definition thereof, the aggregate principal amount of all Term B Loans prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (2) of the definition thereof, the aggregate principal amount of all Term B Loans outstanding on such date that are subject to an effective reduction of the Applicable Margin applicable to the Term B Loans pursuant to such Repricing Transaction. Such fees shall be due and payable upon made from the date of the effectiveness Fourth Amendment Effective Date to the date of the first anniversary of the Fourth Amendment Effective Date, such Repricing Transaction.
prepayment shall automatically be reduced to 101% of the principal amount prepaid, and (ii) If, on or prior to if such prepayment is made at any time after the date that is six months after of the first anniversary of the Fourth Amendment No. 1 (B-5) Effective Date, the Borrowers effect an amendment there shall be no reduction and such prepayment shall equal 105% of the Term Loan principal amount prepaid.”
(g) Section 2.07(a) of the Credit Agreement that results (“Interest”) is hereby amended by adding the following text at the end of such section: “provided however, that, in connection with any Interest Payment Date occurring after the Fourth Amendment Effective Date, a Term B-5 Repricing Eventportion of the interest owing on such Interest Payment Date shall be deferred as follows: (i) for Eurodollar Rate Advances, 2.00% of the aggregate Applicable Margin for Eurodollar Rate Advances shall be deferred or (b) for Base Rate Advances, 2.00% of the aggregate Applicable Margin for Base Rate Advances shall be deferred (in either case, the Borrowers shall pay to the Agent, for the ratable account of each Term B-5 Lender with outstanding Term B-5 Loans that are repaid, prepaid or amended pursuant to such Term B-5 Repricing Event, a fee equal to 1.0% of “Deferred Interest Amount”) and (ii) the aggregate principal amount of the affected Term B-5 Loans of such Term B-5 Lender outstanding immediately prior shall be deemed to be automatically increased by an amount equal to the date of effectiveness of Deferred Interest Amount owing on such Term B-5 Repricing EventInterest Payment Date.”
(iiih) IfSection 5.03(e) of the Credit Agreement (“Annual Forecasts”) is hereby amended by deleting such subsection in its entirety and substituting, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Datein lieu thereof, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-4 Lender with outstanding 2016-1 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-4 Loans of such 2016-1 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-4 Repricing Event.
following new subsection (iv) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-5 Lender with outstanding 2016-1 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-5 Loans of such 2016-1 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-5 Repricing Event.
(v) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-6 Lender with outstanding Term B-6 Loans that are repaid, prepaid or amended pursuant to such Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-6 Loans of such Term B-6 Lender outstanding immediately prior to the date of effectiveness of such Term B-6 Repricing Event.
(vi) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-4 Lender with outstanding 2016-2 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-4 Loans of such 2016-2 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-4 Repricing Event.
(vii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-5 Lender with outstanding 2016-2 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-5 Loans of such 2016-2 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-5 Repricing Event.
(viii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-6 Lender with outstanding 2016-1 Term B-6 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-6 Loans of such 2016-1 Term B-6 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-6 Repricing Event.e):
Appears in 1 contract
Samples: Second Lien Senior Secured Credit Agreement (Triple Crown Media, Inc.)
Prepayment Premium. (iA) At the time of the effectiveness of any Repricing Transaction that is consummated prior to the date that is one year and 31 days following the Start Dates (as defined in Amendment No. 5), the Borrowers agree to pay to the Agent, for the ratable account of each Lender with outstanding Term B-2 Loans, Term B-3 Loans and/or Term B-4 Loans, as applicable, which are repaid or prepaid pursuant to such Repricing Transaction (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 12.3(c)), a fee in an amount equal to 1.0% of (x) in the case of If a Repricing Transaction of the type described in clause (1) of the definition thereof, the aggregate principal amount of all Term B Loans prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (2) of the definition thereof, the aggregate principal amount of all Term B Loans outstanding on such date that are subject to an effective reduction of the Applicable Margin applicable to the Term B Loans pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.
(ii) If, on or occurs prior to the date that is six months after the Seventh Amendment No. 1 (B-5) Effective Date, then the Borrowers effect an amendment of the Term Loan Agreement that results in a Term B-5 Repricing Event, the Borrowers Company shall pay to the Administrative Agent, for the ratable account of each the Term B-5 Lender with outstanding B3 Lenders, a prepayment premium in an amount equal to (A) 1.0% of the principal amount of the Term B-5 Loans B3 Loan that are is prepaid or repaid, prepaid in the case of a prepayment or amended pursuant to such repayment of the Term B-5 B3 Loan described in clause (a) of the definition of “Repricing Event, a fee equal to Transaction,” or (B) 1.0% of the aggregate outstanding principal amount of the affected Term B-5 Loans B3 Loan, in the case of an amendment described in clause (b) of the definition of “Repricing Transaction” (it being understood that such prepayment premium shall apply if such prepayment is made to a Lender as the result of a mandatory assignment of its portion of the Term B-5 Lender outstanding immediately prior B3 Loan pursuant to Section 11.13 following its failure to consent to an amendment that would reduce the interest rate or interest rate margins applicable to the date of effectiveness of such Term B-5 Repricing EventB3 Loan).
(iiiB) If, on or If a Term B-4 Loan Repricing Transaction occurs prior to the date that is six months after the Ninth Amendment No. 4 (B-6) Effective Date, then the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-4 Repricing Event, the Borrowers Company shall pay to the Administrative Agent, for the ratable account of each 2016-1 the Term B4 Lenders, a prepayment premium in an amount equal to (A) 1.0% of the principal amount of the Term B4 Loan that is prepaid or repaid, in the case lxxxv CHAR1\1792192v4 of a prepayment or repayment of the Term B4 Loan described in clause (a) of the definition of “Term B-4 Lender with outstanding 2016-1 Term B-4 Loans that are repaid, prepaid Loan Repricing Transaction,” or amended pursuant to such 2016-1 Term B-4 Repricing Event, a fee equal to (B) 1.0% of the aggregate outstanding principal amount of the affected 2016-1 Term B4 Loan, in the case of an amendment described in clause (b) of the definition of “Term B-4 Loans Loan Repricing Transaction” (it being understood that such prepayment premium shall apply if such prepayment is made to a Lender as the result of such 2016-1 a mandatory assignment of its portion of the Term B-4 Lender outstanding immediately prior B4 Loan pursuant to Section 11.13 following its failure to consent to an amendment that would reduce the interest rate or interest rate margins applicable to the date of effectiveness of such 2016-1 Term B-4 Repricing EventB4 Loan).
(iv) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-5 Lender with outstanding 2016-1 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-5 Loans of such 2016-1 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-5 Repricing Event.
(v) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-6 Lender with outstanding Term B-6 Loans that are repaid, prepaid or amended pursuant to such Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-6 Loans of such Term B-6 Lender outstanding immediately prior to the date of effectiveness of such Term B-6 Repricing Event.
(vi) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-4 Lender with outstanding 2016-2 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-4 Loans of such 2016-2 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-4 Repricing Event.
(vii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-5 Lender with outstanding 2016-2 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-5 Loans of such 2016-2 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-5 Repricing Event.
(viii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-6 Lender with outstanding 2016-1 Term B-6 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-6 Loans of such 2016-1 Term B-6 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-6 Repricing Event.
Appears in 1 contract
Prepayment Premium. (A) [Reserved].
(B) (i) At In the time of the effectiveness of any Repricing Transaction event that is consummated on or prior to the date that is one year and 31 days following six months after the Start Dates New 2023 Incremental Amendment Effective Date, other than in connection with a Change of Control or a Transformative Acquisition, the Borrower (as defined in Amendment No. 5x) prepays, refinances, substitutes or replaces any New 2023 Incremental Term Loans pursuant to a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to Section 2.03(b)(iii)2.05(b)(iii) that constitutes a Repricing Transaction), or (y) effects any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Transaction, the Borrowers agree to Borrower shall pay to the Administrative Agent, for the ratable account of each Lender with outstanding of the New 2023 Incremental Term B-2 LoansLenders, Term B-3 Loans and/or Term B-4 Loans, as applicable, which are repaid or prepaid pursuant to such Repricing Transaction (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 12.3(c)), a fee in an amount equal to 1.0% of (xI) in the case of a Repricing Transaction of the type described in clause (1) x), a prepayment premium of the definition thereof, 1.00% of the aggregate principal amount of all the New 2023 Incremental Term B Loans prepaid (so prepaid, refinanced, substituted or converted) in connection with such Repricing Transaction replaced and (yII) in the case of a Repricing Transaction described in clause (2) y), a fee equal to 1.00% of the definition thereof, the aggregate principal amount of all the New 2023 Incremental Term B Loans outstanding on such date that are subject to an effective reduction of the Applicable Margin applicable to the Term B Loans pursuant immediately prior to such Repricing Transactionamendment. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.
(ii) If, on or prior to the date that is six months after the New 2023 Incremental Amendment No. 1 (B-5) Effective Date, the Borrowers effect an any New 2023 Incremental Term Lender that is a Non-Consenting Lender and is replaced pursuant to Section 10.1310.13 in connection with any amendment, amendment and restatement or other modification of the Term Loan this Agreement that results resulting in a Repricing Transaction, such New 2023 Incremental Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Lender (and not any Person who replaces such New 2023 Incremental Term B-5 Lender with outstanding Term B-5 Loans that are repaid, prepaid or amended pursuant to such Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-5 Loans of such Term B-5 Lender outstanding 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 in the preceding sentence. Such amounts shall be due and payable on the date of effectiveness of such Term B-5 Repricing EventTransaction.
(iii) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-4 Lender with outstanding 2016-1 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-4 Loans of such 2016-1 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-4 Repricing Event.
(iv) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-5 Lender with outstanding 2016-1 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-5 Loans of such 2016-1 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-5 Repricing Event.
(v) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-6 Lender with outstanding Term B-6 Loans that are repaid, prepaid or amended pursuant to such Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-6 Loans of such Term B-6 Lender outstanding immediately prior to the date of effectiveness of such Term B-6 Repricing Event.
(vi) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-4 Lender with outstanding 2016-2 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-4 Loans of such 2016-2 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-4 Repricing Event.
(vii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-5 Lender with outstanding 2016-2 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-5 Loans of such 2016-2 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-5 Repricing Event.
(viii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-6 Lender with outstanding 2016-1 Term B-6 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-6 Loans of such 2016-1 Term B-6 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-6 Repricing Event.
Appears in 1 contract
Prepayment Premium. (iA) At the time of the effectiveness of any Repricing Transaction that is consummated prior to the date that is one year and 31 days following the Start Dates (as defined in Amendment No. 5), the Borrowers agree to pay to the Agent, for the ratable account of each Lender with outstanding Term B-2 Loans, Term B-3 Loans and/or Term B-4 Loans, as applicable, which are repaid or prepaid pursuant to such Repricing Transaction (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 12.3(c)), a fee in an amount equal to 1.0% of (x) in the case of If a Repricing Transaction of the type described in clause (1) of the definition thereof, the aggregate principal amount of all Term B Loans prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (2) of the definition thereof, the aggregate principal amount of all Term B Loans outstanding on such date that are subject to an effective reduction of the Applicable Margin applicable to the Term B Loans pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.
(ii) If, on or occurs prior to the date that is six months after the Seventh Amendment No. 1 (B-5) Effective Date, then the Borrowers effect an amendment of the Term Loan Agreement that results in a Term B-5 Repricing Event, the Borrowers Company shall pay to the Administrative Agent, for the ratable account of each the Term B-5 Lender with outstanding B-3 Lenders, a prepayment premium in an amount equal to (A) 1.0% of the principal amount of the Term B-5 Loans B-3 Loan that are is prepaid or repaid, prepaid in the case of a prepayment or amended pursuant to such repayment of the Term B-5 B-3 Loan described in clause (a) of the definition of “Repricing Event, a fee equal to Transaction,” or (B) 1.0% of the aggregate outstanding principal amount of the affected Term B-5 Loans B-3 Loan, in the case of an amendment described in clause (b) of the definition of “Repricing Transaction” (it being understood that such prepayment premium shall apply if such prepayment is made to a Lender as the result of a mandatory assignment of its portion of the Term B-5 Lender outstanding immediately prior B-3 Loan pursuant to Section 11.13 following its failure to consent to an amendment that would reduce the interest rate or interest rate margins applicable to the date of effectiveness of such Term B-5 Repricing Event.B-3 Loan). CHAR1\1829960v3
(iiiB) If, on or If a Term B-4 Loan Repricing Transaction occurs prior to the date that is six months after the Ninth Amendment No. 4 (B-6) Effective Date, then the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-4 Repricing Event, the Borrowers Company shall pay to the Administrative Agent, for the ratable account of each 2016-1 the Term B-4 Lender with outstanding 2016-1 Lenders, a prepayment premium in an amount equal to (A) 1.0% of the principal amount of the Term B-4 Loans Loan that are is prepaid or repaid, prepaid in the case of a prepayment or amended pursuant to such 2016-1 repayment of the Term B-4 Loan described in clause (a) of the definition of “Term B-4 Loan Repricing Event, a fee equal to Transaction,” or (B) 1.0% of the aggregate outstanding principal amount of the affected 2016-1 Term B-4 Loans Loan, in the case of such 2016-1 an amendment described in clause (b) of the definition of “Term B-4 Loan Repricing Transaction” (it being understood that such prepayment premium shall apply if such prepayment is made to a Lender outstanding immediately prior as the result of a mandatory assignment of its portion of the Term B-4 Loan pursuant to Section 11.13 following its failure to consent to an amendment that would reduce the interest rate or interest rate margins applicable to the date of effectiveness of such 2016-1 Term B-4 Repricing EventLoan).
(iv) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-5 Lender with outstanding 2016-1 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-5 Loans of such 2016-1 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-5 Repricing Event.
(v) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-6 Lender with outstanding Term B-6 Loans that are repaid, prepaid or amended pursuant to such Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-6 Loans of such Term B-6 Lender outstanding immediately prior to the date of effectiveness of such Term B-6 Repricing Event.
(vi) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-4 Lender with outstanding 2016-2 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-4 Loans of such 2016-2 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-4 Repricing Event.
(vii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-5 Lender with outstanding 2016-2 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-5 Loans of such 2016-2 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-5 Repricing Event.
(viii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-6 Lender with outstanding 2016-1 Term B-6 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-6 Loans of such 2016-1 Term B-6 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-6 Repricing Event.
Appears in 1 contract
Prepayment Premium. (i) At In the time of the effectiveness of any Repricing Transaction that is consummated event that, on or prior to the date that is one year and 31 days following first anniversary of the Start Dates (as defined in Amendment No. 5)1 Effective Date, any Initial Term B Loans are subject to a Repricing Event, the Borrowers agree to Borrower shall pay to the TLB Administrative Agent, for the ratable account of each Lender with outstanding of the Term B-2 B Lenders holding Initial Term B Loans, Term B-3 Loans and/or Term B-4 Loans, as applicable, which are repaid or prepaid pursuant to such Repricing Transaction ,
(including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 12.3(c)), a fee in an amount equal to 1.0% of (xi) in the case of a Repricing Transaction of the type described in clause (1a) of the definition thereofof Repricing Event, a prepayment premium of 1.00% of the aggregate principal amount of all the Term B Loans prepaid (so prepaid, refinanced, substituted or converted) in connection with such Repricing Transaction replaced and (yii) in the case of a Repricing Transaction described in clause (2b) of the definition thereofof a Repricing Event, a fee equal to 1.00% of the aggregate principal amount of all the applicable Initial Term B Loans outstanding on immediately prior to such date that are subject to an effective reduction of the Applicable Margin applicable amendment, waiver or modification. The amounts paid pursuant to the Term B Loans pursuant preceding sentence are referred to such Repricing Transaction. herein as the “Applicable Prepayment Premium.” Such fees amounts shall be due and payable upon on the date of the effectiveness of such Repricing Transaction.
(ii) Event. If, on or prior to the date that is six months after the first anniversary of the Amendment No. 1 (B-5) Effective Date, the Borrowers effect an any Lender holding Initial Term B Loans is a Non-Consenting Lender and is replaced pursuant to Section 5.6.2 [Replacement of a Lender] in connection with any amendment, amendment and restatement or other modification of the Term Loan this Agreement that results resulting in a Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-5 such Lender with outstanding Term B-5 Loans that are repaid, prepaid or amended (and not any Person who replaces such Lender pursuant to such Term B-5 Repricing Event, Section 5.6.2 [Replacement of a fee equal to 1.0% of the aggregate principal amount of the affected Term B-5 Loans of such Term B-5 Lender outstanding Lender]) shall receive its pro rata portion (as determined immediately prior to it being so replaced) of the Applicable Prepayment Premium. Such amounts shall be due and payable on the date of effectiveness of such Term B-5 Repricing Event.
(iii) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-4 Lender with outstanding 2016-1 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-4 Loans of such 2016-1 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-4 Repricing Event.
(iv) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-5 Lender with outstanding 2016-1 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-5 Loans of such 2016-1 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-5 Repricing Event.
(v) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-6 Lender with outstanding Term B-6 Loans that are repaid, prepaid or amended pursuant to such Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-6 Loans of such Term B-6 Lender outstanding immediately prior to the date of effectiveness of such Term B-6 Repricing Event.
(vi) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-4 Lender with outstanding 2016-2 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-4 Loans of such 2016-2 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-4 Repricing Event.
(vii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-5 Lender with outstanding 2016-2 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-5 Loans of such 2016-2 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-5 Repricing Event.
(viii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-6 Lender with outstanding 2016-1 Term B-6 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-6 Loans of such 2016-1 Term B-6 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-6 Repricing Event.
Appears in 1 contract
Prepayment Premium. Notwithstanding anything to the contrary in this Section 2.03, (i) At the time any prepayment of any of the effectiveness of any Repricing Transaction that is consummated Loans effected on or prior to the date that is one year and 31 days following the Start Dates (as defined in Amendment No. 5), the Borrowers agree to pay to the Agent, for the ratable account of each Lender with outstanding Term B-2 Loans, Term B-3 Loans and/or Term B-4 Loans, as applicable, which are repaid or prepaid pursuant to such Repricing Transaction (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 12.3(c)), a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction first anniversary of the type described in clause (1) of First Amendment Effective Date with the definition thereof, the aggregate principal amount of all Term B Loans prepaid (or converted) in connection with such Repricing Transaction and (y) in the case proceeds of a Repricing Transaction described in clause (2a) of the definition thereof, thereof shall be accompanied by a fee equal to 1.00% of the aggregate principal amount of all Term B the Loans outstanding prepaid, unless such fee is waived by the applicable Lender and (ii) if in connection with a Repricing Transaction described in clause (b) of the definition thereof on or prior to such first anniversary of the First Amendment Effective Date, any Lender is replaced as a result of its being a non-consenting Lender in respect of such Repricing Transaction pursuant to Section 10.13, such Lender shall be entitled to the fee provided under this 2.03(c) as to its Loans so assigned (unless such fee is waived by the applicable Lender). A “Repricing Transaction” means (a) any prepayment of any of the Loans using proceeds of Indebtedness incurred by the Borrower or any other Loan Party from a substantially concurrent incurrence of syndicated term loans for which the interest rate payable thereon on the date that are subject to an effective reduction of such prepayment is lower than (x) the Eurodollar Rate on the date of such prepayment plus (y) the Applicable Margin for Eurodollar Rate Loans with respect to the Loans so prepaid plus (z) any amounts applicable to the Term B Loans so prepaid pursuant to Section 3.04(c) on the date of such prepayment, provided that the primary purpose of such prepayment is to refinance Loans at a lower interest rate or (b) any repricing of any of the Loans pursuant to such Repricing Transaction. Such fees shall be due and an amendment hereto resulting in the interest rate payable upon the date of thereon immediately following the effectiveness of such Repricing Transaction.
amendment being lower than (iix) If, on or prior to the date that is six months after the Amendment No. 1 (B-5) Effective Date, the Borrowers effect an amendment of the Term Loan Agreement that results in a Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-5 Lender with outstanding Term B-5 Loans that are repaid, prepaid or amended pursuant to such Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-5 Loans of such Term B-5 Lender outstanding Eurodollar Rate immediately prior to the date of effectiveness of such Term B-5 Repricing Event.
amendment plus (iiiy) If, on or prior the Applicable Margin with respect to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-4 Lender with outstanding 2016-1 Term B-4 Loans that are repaid, prepaid or being amended pursuant to such 2016-1 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-4 Loans of such 2016-1 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-4 Repricing Eventamendment.
(iv) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-5 Lender with outstanding 2016-1 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-5 Loans of such 2016-1 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-5 Repricing Event.
(v) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-6 Lender with outstanding Term B-6 Loans that are repaid, prepaid or amended pursuant to such Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-6 Loans of such Term B-6 Lender outstanding immediately prior to the date of effectiveness of such Term B-6 Repricing Event.
(vi) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-4 Lender with outstanding 2016-2 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-4 Loans of such 2016-2 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-4 Repricing Event.
(vii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-5 Lender with outstanding 2016-2 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-5 Loans of such 2016-2 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-5 Repricing Event.
(viii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-6 Lender with outstanding 2016-1 Term B-6 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-6 Loans of such 2016-1 Term B-6 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-6 Repricing Event.”
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Samples: Term Loan Credit Agreement (Postmedia Network Canada Corp.)
Prepayment Premium. (i) At the time of the effectiveness of any Repricing Transaction that is consummated prior to the date that is one year and 31 days following the Start Dates (as defined in Amendment No. 5), the Borrowers agree to pay to the Agent, for the ratable account of each Lender with outstanding Term B-2 Loans, Term B-3 Loans and/or Term B-4 Loans, as applicable, which are repaid or prepaid pursuant to such Repricing Transaction (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 12.3(c)), a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (1) of the definition thereof, the aggregate principal amount of all Term B Loans prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (2) of the definition thereof, the aggregate principal amount of all Term B Loans outstanding on such date that are subject to an effective reduction of the Applicable Margin applicable to the Term B Loans pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.
(ii) If, on or prior to the date that is six months after the Amendment No. 1 (B-5) Effective Date, the Borrowers effect an amendment of the Term Loan Agreement that results in a Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-5 Lender with outstanding Term B-5 Loans that are repaid, prepaid or amended pursuant to such Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-5 Loans of such Term B-5 Lender outstanding immediately prior to the date of effectiveness of such Term B-5 Repricing Event.
(iii) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-4 Lender with outstanding 2016-1 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-4 Loans of such 2016-1 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-4 Repricing Event.
(iv) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-5 Lender with outstanding 2016-1 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-5 Loans of such 2016-1 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-5 Repricing Event.
(v) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-6 Lender with outstanding Term B-6 Loans that are repaid, prepaid or amended pursuant to such Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-6 Loans of such Term B-6 Lender outstanding immediately prior to the date of effectiveness of such Term B-6 Repricing Event.
(vi) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-4 Lender with outstanding 2016-2 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-4 Loans of such 2016-2 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-4 Repricing Event.
(vii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-5 Lender with outstanding 2016-2 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-5 Loans of such 2016-2 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-5 Repricing Event.
(viii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-6 Lender with outstanding 2016-1 Term B-6 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-6 Loans of such 2016-1 Term B-6 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-6 Repricing Event.
(ix) If, on or prior to December 26, 2017, the Borrowers effect an amendment of this Agreement that results in a 2017-1 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2017-1 Term B-4 Lender with outstanding 2017-1 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2017-1 Term B-4 Repricing Event, a fee equal to 1.00% of the aggregate principal amount of the affected 2017-1 Term B-4 Loans of such 2017-1 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2017-1 Term B-4 Repricing Event.
(x) If, on or prior to December 26, 2017, the Borrowers effect an amendment of this Agreement that results in a 2017-1 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2017-1 Term B-5 Lender with outstanding 2017-1 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2017-1 Term B-5 Repricing Event, a fee equal to 1.00% of the aggregate principal amount of the affected 2017-1 Term B-5 Loans of such 2017-1 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2017-1 Term B-5 Repricing Event.
(xi) If, on or prior to December 26, 2017, the Borrowers effect an amendment of this Agreement that results in a 2017-1 Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2017-1 Term B-6 Lender with outstanding 2017-1 Term B-6 Loans that are repaid, prepaid or amended pursuant to such 2017-1 Term B-6 Repricing Event, a fee equal to 1.00% of the aggregate principal amount of the affected 2017-1 Term B-6 Loans of such 2017-1 Term B-6 Lender outstanding immediately prior to the date of effectiveness of such 2017-1 Term B-6 Repricing Event.
(xii) If, on or prior to the date that is six months after the Amendment No. 7 (2018) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2018 Term B-7 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2018 Term B-7 Lender with outstanding 2018 Term B-7 Loans that are repaid, prepaid or amended pursuant to such 2018 Term B-7 Repricing Event, a fee equal to 1.00% of the aggregate principal amount of the affected 2018 Term B-7 Loans of such 2018 Term B-7 Lender outstanding immediately prior to the date of effectiveness of such 2018 Term B-7 Repricing Event.
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Prepayment Premium. If the Borrower (iI) At the time (A) makes a voluntary prepayment of the effectiveness Initial Term Loans pursuant to this Section 2.05(a) resulting in a Repricing Event, (B) effects an amendment with respect to Initial Term Loans resulting in a Repricing Event or (C) makes a prepayment of any Initial Term Loans pursuant to Section 2.05(b)(iii) resulting in a Repricing Transaction that is consummated Event, in each case prior to the date that is one year and 31 days following six-month anniversary of the Start Dates (as defined in Amendment No. 5)Closing Date, the Borrowers agree to Borrower shall pay to the Administrative Agent, for the ratable account of each Lender with outstanding the applicable Term B-2 Loans, Term B-3 Loans and/or Term B-4 Loans, as applicable, which are repaid or prepaid pursuant to such Repricing Transaction (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 12.3(c))Lenders, a fee prepayment premium in an amount equal to 1.0% of the principal amount prepaid (x) or in the case of clause (B), a Repricing Transaction prepayment premium in an amount equal to 1.0% of the type described in clause (1) of the definition thereof, the aggregate principal amount of all prepaid or amended Initial Term B Loans prepaid held by Term Lenders replaced by the Borrower not consenting to such amendment) or (or convertedII) (A) makes a voluntary prepayment of Initial Term Loans (including 2023 Incremental Term Loans) pursuant to this Section 2.05(a) resulting in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described Event, (B) effects an amendment with respect to Initial Term Loans (including 2023 Incremental Term Loans) resulting in clause a Repricing Event or (2C) makes a prepayment of the definition thereof, the aggregate principal amount of all Initial Term B Loans outstanding on such date that are subject to an effective reduction of the Applicable Margin applicable to the (including 2023 Incremental Term B Loans Loans) pursuant to such Section 2.05(b)(iii) resulting in a Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.
(ii) IfEvent, on or in each case prior to the date that is six months after six-month anniversary of the Second Amendment No. 1 (B-5) Effective Date, the Borrowers effect an amendment of the Term Loan Agreement that results in a Term B-5 Repricing Event, the Borrowers Borrower shall pay to the Administrative Agent, for the ratable account of each the applicable Term B-5 Lender with outstanding Term B-5 Loans that are repaid, prepaid or amended pursuant to such Term B-5 Repricing EventLenders, a fee prepayment premium in an amount equal to 1.0% of the aggregate principal amount prepaid (or in the case of the affected Term B-5 Loans of such Term B-5 Lender outstanding immediately prior to the date of effectiveness of such Term B-5 Repricing Event.
clause (iii) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-4 Lender with outstanding 2016-1 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-4 Repricing EventB), a fee prepayment premium in an amount equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-4 Loans of such 2016-1 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-4 Repricing Event.
(iv) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-5 Lender with outstanding 2016-1 Term B-5 Loans that are repaid, prepaid or amended pursuant Initial Term Loans (including 2023 Incremental Term Loans) held by Term Lenders (including 2023 Incremental Term Lenders) replaced by the Borrower not consenting to such 2016-1 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-5 Loans of such 2016-1 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-5 Repricing Event.
(v) If, on or prior to the date that is six months after the Amendment No. 4 (B-6) Effective Date, the Borrowers effect an amendment of this Agreement that results in a Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each Term B-6 Lender with outstanding Term B-6 Loans that are repaid, prepaid or amended pursuant to such Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected Term B-6 Loans of such Term B-6 Lender outstanding immediately prior to the date of effectiveness of such Term B-6 Repricing Event.
(vi) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-4 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-4 Lender with outstanding 2016-2 Term B-4 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-4 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-4 Loans of such 2016-2 Term B-4 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-4 Repricing Event.
(vii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-2 Term B-5 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-2 Term B-5 Lender with outstanding 2016-2 Term B-5 Loans that are repaid, prepaid or amended pursuant to such 2016-2 Term B-5 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-2 Term B-5 Loans of such 2016-2 Term B-5 Lender outstanding immediately prior to the date of effectiveness of such 2016-2 Term B-5 Repricing Event.
(viii) If, on or prior to June 23, 2017, the Borrowers effect an amendment of this Agreement that results in a 2016-1 Term B-6 Repricing Event, the Borrowers shall pay to the Agent, for the ratable account of each 2016-1 Term B-6 Lender with outstanding 2016-1 Term B-6 Loans that are repaid, prepaid or amended pursuant to such 2016-1 Term B-6 Repricing Event, a fee equal to 1.0% of the aggregate principal amount of the affected 2016-1 Term B-6 Loans of such 2016-1 Term B-6 Lender outstanding immediately prior to the date of effectiveness of such 2016-1 Term B-6 Repricing Event.amendment)
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