Prepayments and Reductions Due to Issuance of Debt Securities. No later than the first Business Day following the date of receipt by Holdings or any of its Subsidiaries of the Cash proceeds (net of underwriting discounts, similar placement fees and commissions and other reasonable costs and expenses associated therewith) from the issuance of any debt Securities of Holdings or any such Subsidiary, (1) Company shall prepay the Term Loans in an amount equal to the Applicable Prepayment Percentage of such net Cash proceeds and (2) to the extent the amount of the Applicable Prepayment Percentage of such net Cash proceeds exceeds the aggregate outstanding principal amount of the Term Loans, Company shall prepay in an amount equal to such excess (the "FIRST EXCESS AMOUNT") the Revolving Term Loans to the full extent thereof, and the Revolving Term Loan Commitments shall be permanently reduced in an amount equal to the First Excess Amount; provided that if the aggregate amount of Revolving Term Loan Commitment so permanently reduced exceeds the Revolving Term Loans so prepaid, Company shall prepay in an amount equal to such excess first the Swing Line Loans to the full extent thereof and second the Revolving Loans, and (3) to the extent the First Excess Amount exceeds the Revolving Term Loan Commitments so permanently reduced, Company shall prepay (in addition to any Swing Line Loans and Revolving Loans prepaid pursuant to clause (2) above) in an amount equal to such excess (the "SECOND EXCESS AMOUNT") first the Swing Line Loans to the full extent thereof, and second the Revolving Loans, and the Revolving Loan Commitments shall be permanently reduced in an amount equal to the Second Excess Amount. For purposes of this subsection 2.4B(iii)(d), the term "APPLICABLE PREPAYMENT PERCENTAGE" shall mean, as of any date of receipt by Holdings or any of its Subsidiaries of any Cash proceeds from the issuance of any debt Securities of Holdings or any such Subsidiary, (i) 100% if the Leverage Ratio for the four- Fiscal Quarter period ending on the last day of the Fiscal Quarter immediately preceding such date of receipt is greater than or equal to 2.50:1.0 and (ii) 50% if the Leverage Ratio for such four-Fiscal Quarter period is less than 2.50:1.00. Any such mandatory prepayments shall be applied as specified in subsection 2.4B(iv).
Appears in 1 contract
Prepayments and Reductions Due to Issuance of Debt Securities. No later than the first Business Day following the date of receipt (x) by Holdings Xxxx Japan or any of its Subsidiaries, (y) by Xxxx UK or any of its Subsidiaries, or (z) by Company or any of its Subsidiaries (other than the Subsidiaries included in the foregoing clauses (x) and (y)) of the Cash cash proceeds (net of underwriting discounts, similar placement fees discounts and commissions and other reasonable costs and expenses associated therewith) from the issuance of any debt Securities of Holdings Holdings, such Borrower or any such Subsidiary, (1) Company such Borrower shall prepay the its Term Loans in an aggregate amount equal to the Applicable Prepayment Percentage of such net Cash proceeds and cash proceeds; (2) to the extent the amount of the Applicable Prepayment Percentage of such net Cash cash proceeds exceeds exceed the aggregate outstanding principal amount of the such Borrower's Term Loans, Company (i) in the case of Xxxx Japan or Xxxx UK, such Borrower shall prepay the Term Loans of Xxxx UK or Xxxx Japan, respectively, in an aggregate amount equal to such excess or (ii) in the "FIRST EXCESS AMOUNT") the Revolving Term Loans to the full extent thereof, and the Revolving Term Loan Commitments shall be permanently reduced in an amount equal to the First Excess Amount; provided that if the aggregate amount case of Revolving Term Loan Commitment so permanently reduced exceeds the Revolving Term Loans so prepaidCompany, Company shall prepay the Japanese Term Loans and the UK Term Loans on a pro rata basis (in accordance with the respective outstanding principal amount thereof) in an aggregate amount equal to such excess first the Swing Line Loans to the full extent thereof and second the Revolving Loans, and excess; (3) to the extent such net cash proceeds exceed the First Excess Amount exceeds the Revolving Term Loan Commitments so permanently reducedprepayments required to be made by such Borrower pursuant to the foregoing clauses (1) - (2), Company such Borrower shall prepay (in addition to any Swing Line Loans and its Revolving Loans prepaid pursuant to clause (2) above) without any corresponding reduction in the related Revolving Loan Commitments, in an aggregate amount equal to such excess excess; and (the "SECOND EXCESS AMOUNT"4) first the Swing Line Loans to the full extent that such net cash proceeds remain after the applications required pursuant to the foregoing clauses (1) - (3), such Borrower shall cause the excess of such net cash proceeds to be applied first to prepay the remaining outstanding Term Loans of any Borrower, including the Company, on a pro rata basis (in accordance with the respective outstanding principal amount thereof, ) and second the Revolving after payment of all remaining outstanding Term Loans, and to prepay the remaining outstanding Revolving Loans of any Borrower, including the Company, on a pro rata basis (in accordance with the respective outstanding amount of Revolving Loan Commitments shall be permanently reduced Commitments) without any corresponding reduction in an amount equal to the Second Excess Amountrelated Revolving Loan Commitments. For purposes In the case of this subsection 2.4B(iii)(d), the term "APPLICABLE PREPAYMENT PERCENTAGE" shall mean, as of any date of receipt by Holdings or any of its Subsidiaries of any Cash such cash proceeds from the issuance of any debt Securities of Holdings, Holdings or any shall immediately contribute such Subsidiary, (icash proceeds to Company and Company shall apply such cash proceeds pursuant to this subsection 2.4B(iii)(e) 100% if as though initially received by Company from the Leverage Ratio for the four- Fiscal Quarter period ending on the last day issuance of the Fiscal Quarter immediately preceding such date of receipt is greater than or equal to 2.50:1.0 and (ii) 50% if the Leverage Ratio for such four-Fiscal Quarter period is less than 2.50:1.00its own debt Securities. Any such mandatory prepayments shall be applied as specified in subsection 2.4B(iv).
Appears in 1 contract
Prepayments and Reductions Due to Issuance of Debt Securities. No later than the first Business Day following the date of receipt by Holdings or any of its Subsidiaries of the Cash proceeds (net of underwriting discounts, similar placement fees and commissions and other reasonable costs and expenses associated therewith) from the issuance of any debt Securities of Holdings or any such Subsidiary, (1) Company shall prepay the Term Loans in an amount equal to the Applicable Prepayment Percentage of such net Cash proceeds and (2) to the extent the amount of the Applicable Prepayment Percentage of such net Cash proceeds exceeds the aggregate outstanding principal amount of the Term Loans, Company shall prepay in an amount equal to such excess (the "FIRST EXCESS AMOUNT") the Revolving Term Loans to the full extent thereof, and the Revolving Term Loan Commitments shall be permanently reduced in an amount equal to the First Excess Amount; provided that if the aggregate amount of Revolving Term Loan Commitment so permanently reduced exceeds the Revolving Term Loans so prepaid, Company shall prepay in an amount equal to such excess first the Swing Line Loans to the full extent thereof and second the Revolving Loans, and (3) to the extent the First Excess Amount exceeds the Revolving Term Loan Commitments so permanently reduced, Company shall prepay (in addition to any Swing Line Loans and Revolving Loans prepaid pursuant to clause (2) above) in an amount equal to such excess (the "SECOND EXCESS AMOUNT") first the Swing Line Loans to the full extent thereof, and second the Revolving Loans, and the Revolving Loan Commitments shall be permanently reduced in an amount equal to the Second Excess Amount. For purposes of this subsection 2.4B(iii)(d), the term "APPLICABLE PREPAYMENT PERCENTAGE" shall mean, as of any date of receipt by Holdings or any of its Subsidiaries of any Cash proceeds from the issuance of any debt Securities of Holdings or any such Subsidiary, (i) 100% if the Leverage Ratio for the four- Fiscal Quarter period ending on the last day of the Fiscal Quarter immediately preceding such date of receipt is greater than or equal to 2.50:1.0 and (ii) 50% if the Leverage Ratio for such four-Fiscal Quarter period is less than 2.50:1.00. Any such mandatory prepayments shall be applied as specified in subsection 2.4B(iv).ending
Appears in 1 contract
Prepayments and Reductions Due to Issuance of Debt Securities. No later than the first Business Day following the date of receipt by Holdings any Borrower or any of its Subsidiaries of the Cash proceeds (any such proceeds, net of underwriting discounts, similar placement fees discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, being the "NET DEBT PROCEEDS") from the issuance of any debt Securities of Holdings Holdings, such Borrower or any such Subsidiary, (1) Company such Borrower shall prepay the Term its Loans in an amount equal to the Applicable Prepayment Percentage of and/or such net Cash proceeds and (2) to the extent the amount of the Applicable Prepayment Percentage of such net Cash proceeds exceeds the aggregate outstanding principal amount of the Term Loans, Company shall prepay in an amount equal to such excess (the "FIRST EXCESS AMOUNT") the Revolving Term Loans to the full extent thereof, and the Revolving Term Loan Commitments shall be permanently reduced in an amount equal to the First Excess Amount; provided that if the aggregate amount of Revolving Term Loan Commitment so permanently reduced exceeds the Revolving Term Loans so prepaid, Company shall prepay in an amount equal to such excess first the Swing Line Loans to the full extent thereof and second the Revolving Loans, and (3) to the extent the First Excess Amount exceeds the Revolving Term Loan Commitments so permanently reduced, Company shall prepay (in addition to any Swing Line Loans and Revolving Loans prepaid pursuant to clause (2) above) in an amount equal to such excess (the "SECOND EXCESS AMOUNT") first the Swing Line Loans to the full extent thereof, and second the Revolving Loans, and the Borrower's Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Debt Proceeds, and (2) to the Second Excess Amountextent that such Net Debt Proceeds remain after the applications required pursuant to the foregoing clause, such Borrower shall cause the excess of such Net Debt Proceeds to be applied to prepay the remaining outstanding Revolving Loans of all other Borrowers and/or the Revolving Loan Commitments of all other Borrowers shall be permanently reduced in each case on a pro rata basis (in accordance with the respective outstanding amount of Revolving Loan Commitments). For purposes In the case of this subsection 2.4B(iii)(d), the term "APPLICABLE PREPAYMENT PERCENTAGE" shall mean, as of any date of receipt by Holdings or any of its Subsidiaries of any Cash proceeds such Net Debt Proceeds from the issuance of any debt Securities of Holdings, Holdings or any shall immediately contribute such SubsidiaryNet Debt Proceeds to Company and Company shall apply such Net Debt Proceeds pursuant to this subsection 2.4A(iii)(e) as though initially received by Company from the issuance of its own debt Securities; PROVIDED, (i) 100% if the Leverage Ratio for the four- Fiscal Quarter period ending on the last day HOWEVER, that up to $5,000,000 of the Fiscal Quarter immediately preceding such date of receipt is greater than or equal to 2.50:1.0 Net Debt Proceeds received by Borrowers and (ii) 50% if the Leverage Ratio for such four-Fiscal Quarter period is less than 2.50:1.00. Any such mandatory prepayments their respective Subsidiaries shall be applied used to prepay Loans, but shall not be required to be used to permanently reduce Revolving Loan Commitments pursuant to this subsection 2.4A(iii)(e), so long as specified in such Net Debt Proceeds are from the issuance of industrial development revenue bonds or other similar tax-exempt or government subsidized debt Securities permitted under subsection 2.4B(iv7.1(viii).
Appears in 1 contract
Samples: Multicurrency Credit Agreement (Goss Graphic Systems Inc)
Prepayments and Reductions Due to Issuance of Debt Securities. No later than the first Business Day following the date of receipt by Holdings any Borrower or any of its Subsidiaries of the Cash proceeds (any such proceeds, net of underwriting discounts, similar placement fees discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, being the "NET DEBT Proceeds") from the issuance of any debt Securities of Holdings New Holdings, such Borrower or any such Subsidiary, (1) Company such Borrower shall prepay the Term its Loans in an amount equal to the Applicable Prepayment Percentage of and/or such net Cash proceeds and (2) to the extent the amount of the Applicable Prepayment Percentage of such net Cash proceeds exceeds the aggregate outstanding principal amount of the Term Loans, Company shall prepay in an amount equal to such excess (the "FIRST EXCESS AMOUNT") the Revolving Term Loans to the full extent thereof, and the Revolving Term Loan Commitments shall be permanently reduced in an amount equal to the First Excess Amount; provided that if the aggregate amount of Revolving Term Loan Commitment so permanently reduced exceeds the Revolving Term Loans so prepaid, Company shall prepay in an amount equal to such excess first the Swing Line Loans to the full extent thereof and second the Revolving Loans, and (3) to the extent the First Excess Amount exceeds the Revolving Term Loan Commitments so permanently reduced, Company shall prepay (in addition to any Swing Line Loans and Revolving Loans prepaid pursuant to clause (2) above) in an amount equal to such excess (the "SECOND EXCESS AMOUNT") first the Swing Line Loans to the full extent thereof, and second the Revolving Loans, and the Borrower's Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 100% of such Net Debt Proceeds, and (2) to the Second Excess Amountextent that such Net Debt Proceeds remain after the applications required pursuant to the foregoing clause, such Borrower shall cause the excess of such Net Debt Proceeds to be applied to prepay the remaining outstanding Revolving Loans of all other Borrowers and/or the Revolving Loan Commitments of all other Borrowers shall be permanently reduced in each case on a pro rata basis (in accordance with the respective outstanding amount of Revolving Loan Commitments). For purposes In the case of this subsection 2.4B(iii)(d), the term "APPLICABLE PREPAYMENT PERCENTAGE" shall mean, as of any date of receipt by New Holdings or any of its Subsidiaries of any Cash proceeds such Net Debt Proceeds from the issuance of any debt Securities of New Holdings, New Holdings or any shall immediately contribute such Subsidiary, (iNet Debt Proceeds to Company and Company shall apply such Net Debt Proceeds pursuant to this subsection 2.4B(iii)(e) 100% if as though initially received by Company from the Leverage Ratio for the four- Fiscal Quarter period ending on the last day issuance of the Fiscal Quarter immediately preceding such date of receipt is greater than or equal to 2.50:1.0 and (ii) 50% if the Leverage Ratio for such four-Fiscal Quarter period is less than 2.50:1.00. Any such mandatory prepayments shall be applied as specified in subsection 2.4B(iv)its own debt Securities.
Appears in 1 contract
