Prepayments and Reductions from Asset Sales. No later than the second Business Day following the date of receipt by Company or any of its Subsidiaries of Cash Proceeds of any Asset Sale, Company shall prepay, without premium or penalty (other than pursuant to subsection 2.6D), the Loans in an amount equal to the Net Cash Proceeds of such Asset Sale; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers. Concurrently with any prepayment of the Loans pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant to this subsection 2.4B(iii)(a), determine that the prepayments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make an additional prepayment of the Loans in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Atlas Air Inc), Credit Agreement (Atlas Air Inc)

Prepayments and Reductions from Asset Sales. No later than the ------------------------------------------- second Business Day following the date of receipt by Company or any of its Subsidiaries of the Net Cash Proceeds of any Asset ~~Sale, Company shall prepay, without premium or penalty~~ Sale (other than ~~pursuant to subsection 2.6D), the Loans in an amount equal to the Net Cash Proceeds~~ any portion of such Asset Sale; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds that is reinvested (or scheduled for reinvestment) in assets of the general type used in the business of Company and its Subsidiaries within 360 days from the date of receipt of such Net Cash Proceeds (such Net Cash Proceeds that are reinvested or to be reinvested not ~~reinvested pursuant~~ to ~~clause (i~~exceed $55,000,000 in aggregate amount in any Fiscal Year)), Company shall prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) in an aggregate amount equal to such Net Cash Proceeds; provided, however, that -------- ------- Company may ~~retain~~ not reinvest (or schedule for reinvestment) Net Cash Proceeds ~~in respect~~ upon the occurrence and during the continuation of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential an Event of ~~Default or Event~~ Default. Company shall, no later than 360 days after receipt of ~~Default has occurred and is continuing, the Company may retain~~ any such Net Cash Proceeds ~~in excess~~ that have not theretofore been applied to the Obligations, make an additional prepayment of the ~~amount equal to~~ Loans (and/or the ~~sum of (x~~Revolving Loan Commitments shall be reduced) in the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal full amount of ~~any Loans made to finance the acquisition or conversion of a Financed Aircraft shall~~ all such proceeds that have not ~~exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers~~therefore been so reinvested. Concurrently with any prepayment of the Loans and/or reduction of the Commitments pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an ~~Officers'~~ Officer's Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price ~~thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)~~thereof. In the event that Company shall, at any time after receipt of Net Cash Proceeds of any Asset Sale requiring a prepayment or a reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly ~~make~~ cause to be made an additional prepayment of the Loans (and/or reduction in the ~~manner described above~~ Revolving Loan Commitments) in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an ~~Officers'~~ Officer's Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementdeficit.

Appears in 1 contract

Samples: Credit Agreement (Aurora Foods Inc)

Prepayments and Reductions from Asset Sales. ~~No later~~ (1) If Company or any of its Subsidiaries receives any Net Cash Proceeds in an amount equal to or greater than $2,500,000 from any Asset Sale, Company shall prepay the Loans and the Commitments shall be permanently reduced in an aggregate amount equal to the excess of such Net Cash Proceeds of such Asset Sale over the amount of such Net Cash Proceeds that the Company intends to invest in a Related Business and are so invested within 270 days of receipt by the Company or any of its Subsidiaries. Such prepayment shall be due and such reduction in Commitments shall occur on the earlier of (i) the second Business Day following a determination by a Responsible Officer that such Net Cash Proceeds will not be invested in assets or property of a Related Business or (ii) 270 days after the ~~date~~ receipt of such Cash Proceeds, if they have not been so invested in a Related Business; (2) If Company or any of its Subsidiaries receives any Net Cash Proceeds in an amount less than $2,500,000 from any Asset Sale, Company shall prepay the Loans and the Commitments shall be permanently reduced in an aggregate amount equal to the excess of such Net Cash Proceeds of such Asset Sale over such Net Cash Proceeds that Company intends to invest in a Related Business and are so invested within 270 days of receipt by Company or any of its Subsidiaries. Such prepayment shall be due and such reduction in Commitments shall occur on the second Business Day following receipt by Company or any of its Subsidiaries of Cash Proceeds of any Asset Sale, Company shall prepay, without premium or penalty (other than pursuant to subsection 2.6D), the Loans in an amount equal to the Net Cash Proceeds of such Asset Sale; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in ~~respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further~~ an amount that, together with ~~respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any~~ all Net Cash Proceeds ~~in excess~~ received by Company from Asset Sales since the later of the ~~amount equal to~~ Effective Date or the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% date of the ~~Appraised Value of such Financed Aircraft as determined by appraisals~~ most recent payment made pursuant to ~~be provided at the time of such mandatory prepayment by two Approved Appraisers.~~ this subsection 2.4A(iii)(a), exceeds $6,000,000. (3) Concurrently with any prepayment of the Loans and reduction of the Commitments pursuant to this subsection ~~2.4B(iii)(a~~2.4A(iii)(a), Company shall deliver to ~~Administrative~~ Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of from the correlative Asset Sale from the gross sales price ~~thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)~~thereof. In the event that Company shall, at any time after receipt of Cash Proceeds of from any Asset Sale requiring a prepayment or a reduction of the Commitments pursuant to this subsection ~~2.4B(iii)(a~~2.4A(iii)(a), determine that the prepayments and/or reductions of the Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection ~~2.4B(iii)(a~~2.4A(iii)(a), Company shall promptly make an additional prepayment of the ~~Loans~~ Swing Line Loans, or Revolving Loans, as the case may be (and the Commitments shall be permanently reduced), in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to ~~Administrative~~ Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementdeficit.

Appears in 1 contract

Samples: Credit Agreement (Players International Inc /Nv/)

Prepayments and Reductions from Asset Sales. No later than the second Business Day following the date of receipt by Company or any of its Subsidiaries of the Net Cash Proceeds of any Asset Sale, Company shall ~~prepay, without premium or penalty (other than pursuant to subsection 2.6D),~~ prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) in an aggregate amount equal to ~~the Net Cash Proceeds~~ 100% of such Asset Sale; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved AppraisersProceeds. Concurrently with any prepayment of the Loans and/or reduction of the Commitments pursuant to this subsection ~~2.4B(iii)(a~~2.4B(iii)(a)(or any purchase of accounts receivable or other reduction under the Receivables Purchase Agreement pursuant to subsection 2.4B(iii)(g) with Net Cash Proceeds), Company shall deliver to the Administrative Agent an ~~Officers'~~ Officer's Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price ~~thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)~~thereof. In the event that Company shall, at any time after receipt of Net Cash Proceeds of any Asset Sale requiring a prepayment or a reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly ~~make~~ cause to be made an additional prepayment of the Loans (and/or reduction in the ~~manner described above~~ Revolving Loan Commitments) in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an ~~Officers'~~ Officer's Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementdeficit.

Appears in 1 contract

Samples: Credit Agreement (Aurora Foods Inc /De/)

Prepayments and Reductions from Asset Sales. ~~No later~~ (1) If Company or any of its Subsidiaries receives any Net Cash Proceeds in an amount equal to or greater than $2,500,000 from any Asset Sale, Company shall prepay the Loans and the Commitments shall be permanently reduced in an aggregate amount equal to the excess of such Net Cash Proceeds of such Asset Sale over the amount of such Net Cash Proceeds that the Company intends to invest in a Related Business and are so invested within 270 days of receipt by the Company or any of its Subsidiaries. Such prepayment shall be due and such reduction in Commitments shall occur on the earlier of (i) the second Business Day following a determination by a Responsible Officer that such Net Cash Proceeds will not be invested in assets or property of a Related Business or (ii) 270 days after the ~~date~~ receipt of such Cash Proceeds, if they have not been so invested in a Related Business; (2) If Company or any of its Subsidiaries receives any Net Cash Proceeds in an amount less than $2,500,000 from any Asset Sale, Company shall prepay the Loans and the Commitments shall be permanently reduced in an aggregate amount equal to the excess of such Net Cash Proceeds of such Asset Sale over such Net Cash Proceeds that Company intends to invest in a Related Business and are so invested within 270 days of receipt by Company or any of its Subsidiaries. Such prepayment shall be due and such reduction in Commit ments shall occur on the second Business Day following receipt by Company or any of its Subsidiaries of Cash Proceeds of any Asset Sale, Company shall prepay, without premium or penalty (other than pursuant to subsection 2.6D), the Loans in an amount equal to the Net Cash Proceeds of such Asset Sale; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in ~~respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further~~ an amount that, together with ~~respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any~~ all Net Cash Proceeds ~~in excess~~ received by Company from Asset Sales since the later of the ~~amount equal to~~ Effective Date or the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% date of the ~~Appraised Value of such Financed Aircraft as determined by appraisals~~ most recent payment made pursuant to ~~be provided at the time of such mandatory prepayment by two Approved Appraisers.~~ this subsection 2.4A(iii)(a), exceeds $6,000,000. (3) Concurrently with any prepayment of the Loans and reduction of the Commitments pursuant to this subsection ~~2.4B(iii)(a~~2.4A(iii)(a), Company shall deliver to ~~Administrative~~ Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of from the correlative Asset Sale from the gross sales price ~~thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)~~thereof. In the event that Company shall, at any time after receipt of Cash Proceeds of from any Asset Sale requiring a prepayment or a reduction of the Commitments pursuant to this subsection ~~2.4B(iii)(a~~2.4A(iii)(a), determine that the prepayments and/or reductions of the Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection ~~2.4B(iii)(a~~2.4A(iii)(a), Company shall promptly make an additional prepayment of the ~~Loans~~ Swing Line Loans, or Revolving Loans, as the case may be (and the Commitments shall be permanently reduced), in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to ~~Administrative~~ Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementdeficit.

Appears in 1 contract

Samples: Credit Agreement (Players International Inc /Nv/)

Prepayments and Reductions from Asset Sales. No later than the ~~second~~ first Business Day following the date of receipt by Company or any of its Subsidiaries of the Cash Proceeds of any Asset ~~Sale~~Sale (other than any portion of such proceeds that is reinvested (or scheduled for reinvestment) in a Qualified Loan Portfolio and/or assets of the general type used in the business of Company and its Subsidiaries within 270 days from the date of receipt of such proceeds), Company shall ~~prepay, without premium or penalty (other than pursuant to subsection 2.6D),~~ prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) in an the amount ~~equal to~~ of such proceeds not so reinvested (or scheduled for such reinvestment); provided, that if (1) the Net Cash Proceeds of ~~such~~ any individual Asset ~~Sale; provided that, with respect to Asset Sales which do not include the sale~~ Sale of ~~a Financed Aircraft, so long as no Potential Event of Default~~ receivables portfolios exceed $5,000,000 or ~~Event of Default has occurred and is continuing,~~ (i2) ~~Company shall have the option to use~~ the Net Cash Proceeds ~~within one hundred eighty~~ of all such Asset Sales in any Fiscal Year exceed $10,000,000, then in each case the amount of such excess Net Cash Proceeds may not be reinvested (~~180) days~~ or scheduled for reinvestment); provided further, that if the Net Cash Proceeds of ~~receipt thereof~~ Asset Sales of businesses in any Fiscal Year exceed 10% of Consolidated EBITDA for the ~~purpose~~ preceding Fiscal Year, then the amount of ~~making Consolidated Capital Expenditures otherwise permitted by this Agreement~~ such excess Net Cash Proceeds may not be reinvested (or scheduled for reinvestment); and provided further, that Company may not reinvest (iior schedule for reinvestment) to Net Cash Proceeds upon the ~~extent~~ occurrence and during the continuation of an Event of Default. Company shall, no later than 365 days after receipt of any such Net Cash Proceeds ~~are~~ that have not ~~reinvested pursuant~~ theretofore been applied to ~~clause~~ the Obligations, make an additional prepayment of the Loans (~~i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million~~ and/or the Revolving Loan Commitments shall be reduced) in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal full amount of ~~any Loans made to finance the acquisition or conversion of a Financed Aircraft shall~~ all such proceeds that have not ~~exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers~~therefore been so reinvested. Concurrently with any prepayment of the Loans and/or reduction of the Commitments pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Chase Co-Administrative Agent an ~~Officers'~~ Officer's Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price ~~thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)~~thereof. In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment or a reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly ~~make~~ cause to be made an additional prepayment of the Loans (and/or reduction in the ~~manner described above~~ Revolving Loan Commitments) in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Co-Administrative ~~Agent~~ Agents an ~~Officers'~~ Officer's Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementdeficit.

Appears in 1 contract

Samples: Credit Agreement (Outsourcing Solutions Inc)

Prepayments and Reductions from Asset Sales. No later than the ~~second~~ first Business Day following the date of receipt by Company or any of its Subsidiaries of the Cash Proceeds of any Asset ~~Sale~~Sale (other than any portion of such proceeds that is reinvested (or scheduled for reinvestment) in a Qualified Loan Portfolio and/or assets of the general type used in the business of Company and its Subsidiaries within 270 days from the date of receipt of such proceeds), Company shall ~~prepay, without premium or penalty (other than pursuant to subsection 2.6D),~~ prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) in an the amount ~~equal to~~ of such proceeds not so reinvested (or scheduled for such reinvestment); provided, that if the Net Cash Proceeds of all such Asset ~~Sale~~Sales exceed $20,000,000 during Fiscal Year 1998 or $15,000,000 in any Fiscal Year thereafter, then in each case the amount of such excess Net Cash Proceeds may not be reinvested (or scheduled for reinvestment); provided ~~that~~further, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use that if the Net Cash Proceeds ~~within one hundred eighty (180) days~~ of ~~receipt thereof~~ Asset Sales of businesses in any Fiscal Year exceed 10% of Consolidated EBITDA for the ~~purpose~~ preceding Fiscal Year, then the amount of ~~making Consolidated Capital Expenditures otherwise permitted by this Agreement~~ such excess Net Cash Proceeds may not be reinvested (or scheduled for reinvestment); and provided further, that Company may not reinvest (iior schedule for reinvestment) to Net Cash Proceeds upon the ~~extent~~ occurrence and during the continuation of an Event of Default. Company shall, no later than 365 days after receipt of any such Net Cash Proceeds ~~are~~ that have not ~~reinvested pursuant~~ theretofore been applied to ~~clause~~ the Obligations, make an additional prepayment of the Loans (~~i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million~~ and/or the Revolving Loan Commitments shall be reduced) in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal full amount of ~~any Loans made to finance the acquisition or conversion of a Financed Aircraft shall~~ all such proceeds that have not ~~exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers~~therefore been so reinvested. Concurrently with any prepayment of the Loans and/or reduction of the Commitments pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Chase Co-Administrative Agent an ~~Officers'~~ Officer's Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price ~~thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)~~thereof. In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment or a reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly ~~make~~ cause to be made an additional prepayment of the Loans (and/or reduction in the ~~manner described above~~ Revolving Loan Commitments) in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Co-Administrative ~~Agent~~ Agents an ~~Officers'~~ Officer's Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementdeficit.

Appears in 1 contract

Samples: Credit Agreement (Gulf State Credit LLP)

Prepayments and Reductions from Asset Sales. No later than ------------------------------------------- the second Business Day following the date of receipt by Company or any of its Subsidiaries of Cash Proceeds of any Asset Sale, Company shall ~~prepay, without premium or penalty (other than pursuant to subsection 2.6D),~~ prepay the Loans in an amount equal to the Net Cash Proceeds of such Asset ~~Sale; provided that~~Sale and, ~~with respect~~ to ~~Asset Sales which do not include~~ the ~~sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use~~ extent the Net Cash Proceeds ~~within one hundred eighty~~ of such Asset Sale exceed the sum of (~~180~~i) ~~days~~ the aggregate outstanding principal amount of ~~receipt thereof for~~ the ~~purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement~~ Loans and (ii) to that portion of the ~~extent~~ amount set forth in clause (3) below not theretofore counted towards any other Asset Sale hereunder, Company shall deposit and maintain such Net Cash Proceeds ~~are not reinvested~~ in a collateral account established pursuant to ~~clause (i), Company may retain~~ documentation reasonably satisfactory to Agent as Collateral for the Obligations; provided that such Net Cash Proceeds shall be released at the request -------- of Company, (A) to the extent required to pay the purchase price of any Acquisition permitted by subsection 7.7(vi), (B) to repurchase or to redeem subordinated Indebtedness pursuant to subsection 7.5(i) and (C) after one year to Company, to the extent not required to be applied to the prepayment of the Loans in ~~respect~~ accordance with this clause. No later than 240 days following the date of ~~such Asset Sales~~ receipt by Company or any of ~~up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to~~ its Subsidiaries of Cash Proceeds of any Asset ~~Sale involving~~ Sale, Company shall (x) reduce the ~~sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds~~ Commitments in ~~excess of the~~ an amount equal to the excess of the Net Cash Proceeds of such Asset Sale over the sum of (x1) the purchase price of any Acquisition consummated within either (a) 120 days prior to the consummation of such Asset Sale (provided that such Acquisition was not financed with the proceeds of any Loans or Additional Subordinated Indebtedness) or (b) 240 days following the date of such Asset Sale, (2) the aggregate amount ~~required~~ of repurchases or redemptions of Subordinated Indebtedness pursuant to ~~repay all amounts outstanding under~~ subsection 7.5(i) during such 360 day period and (3) $10,000,000, to the ~~Notes relating~~ extent that such Net Cash Proceeds may, to the reasonable satisfaction of Agent, be so applied to the purchase price of such ~~Financed Aircraft~~ Acquisition or otherwise pursuant to the Related Documents without requiring the purchase, redemption or prepayment of Subordinated Indebtedness not expressly permitted hereunder (such amount, the ``ASSET SALE PREPAYMENT AMOUNT''); provided, that for purposes of calculating the Asset Sale Prepayment -------- Amount for any Asset Sale, any Asset Sales or redemptions or repurchases or portion of the amount set forth in clause (3) above included in calculating the Asset Sale Prepayment Amount or the Subordinated Debt Prepayment Amount in respect of any other Asset Sale or any issuance of Additional Subordinated Indebtedness shall be excluded from the foregoing clauses (1), (2) and (3), as applicable, and (y) prepay the ~~amount required to prepay any remaining~~ Loans to the extent ~~necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of~~ required under subsection 2.4B(iii)(b) as a ~~Financed Aircraft shall not exceed 80% of the Appraised Value~~ result of such ~~Financed Aircraft as determined by appraisals to be provided at~~ reduction in the ~~time of such mandatory prepayment by two Approved Appraisers~~Commitments. Concurrently with any prepayment of the Loans and/or reduction of the Commitments pursuant to this subsection 2.4B(iii)(a), Company shall deliver to ~~Administrative~~ Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the ~~amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)~~calculation of the Asset Sale Prepayment Amount. In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment and/or a reduction of Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make an additional prepayment of the Loans (and, if applicable, the Commitments shall be permanently reduced), in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to ~~Administrative~~ Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementdeficit.

Appears in 1 contract

Samples: Credit Agreement (Granite Broadcasting Corp)

Prepayments and Reductions from Asset Sales. No later than the second Business Day following the date of receipt by Company or any of its Subsidiaries of Cash Proceeds of any Asset Sale, Company shall (1) if such Asset Sale occurs prior to the Conversion Date, prepay, without premium or penalty (other than pursuant to subsection 2.6D), the Revolving Loans in an amount equal to the Net Cash Proceeds of such Asset ~~Sale~~Sale and (2) if such Asset Sale occurs following the Conversion Date, prepay, without premium or penalty (other than pursuant to subsection 2.6D), Term Loans in such amount; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers. Concurrently with any prepayment of the Loans pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price ~~thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)~~thereof. In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant to this subsection 2.4B(iii)(a), determine that the prepayments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make an additional prepayment of the Revolving Loans or Term Loans, as the case may be, in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such ~~deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)~~deficit. Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreement.

Appears in 1 contract

Samples: Credit Agreement (Atlas Air Inc)

Prepayments and Reductions from Asset Sales. No later than the ~~second~~ first Business Day following the date of receipt (x) by 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 Cash Proceeds of any Asset Sale, ~~Company~~ (1) such Borrower shall ~~prepay, without premium or penalty (other than pursuant to subsection 2.6D), the~~ prepay its Term Loans in an aggregate amount equal to the Net Cash Proceeds of such Asset Sale; ~~provided that, with respect~~ (2) to the extent the Net Cash Proceeds of such Asset ~~Sales which do not include~~ Sale exceed the ~~sale~~ aggregate outstanding amount of ~~a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing~~such Borrower's Term Loans, (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 case of Company, Company shall ~~have~~ prepay the ~~option~~ 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 ~~use~~ such excess; (3) to the extent the Net Cash Proceeds ~~within one hundred eighty~~ of such Asset Sale exceed the Term Loan prepayments required to be made by such Borrower pursuant to the foregoing clauses (~~180~~1) ~~days of receipt thereof for~~ - (2), such Borrower shall prepay its Revolving Loans without any corresponding reduction in the ~~purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement~~ related Revolving Loan Commitments, in an aggregate amount equal to such excess; and (ii4) to the extent that Net Cash Proceeds of such Asset Sale remain after the applications required pursuant to the foregoing clauses (1) - (3), such Borrower shall cause the excess of such Net Cash Proceeds ~~are not reinvested pursuant~~ to clause (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required be applied first to prepay the remaining outstanding Term Loans of any ~~remaining Loans to~~ Borrower, including the ~~extent necessary so that~~ Company, on a pro rata basis (in accordance with the respective outstanding principal amount thereof) and after payment of all remaining outstanding Term Loans, to prepay the remaining outstanding Revolving Loans of any ~~Loans made to finance~~ Borrower, including the ~~acquisition or conversion~~ Company, on a pro rata basis (in accordance with the respective outstanding amount of ~~a Financed Aircraft shall not exceed 80% of~~ Revolving Loan Commitments) without any corresponding reduction in the ~~Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers~~related Revolving Loan Commitments. Concurrently with any prepayment of the Loans pursuant to this subsection 2.4B(iii)(a), ~~Company~~ the Borrower shall deliver to the Administrative Agent (with a copy to Agent) an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price ~~thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)~~thereof. In the event that ~~Company~~ any Borrower shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment of the Loans pursuant to this subsection 2.4B(iii)(a), determine that the prepayments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), ~~Company~~ such Borrower shall promptly make an additional prepayment of Term Loans or Revolving Loans, as the ~~Loans~~ case may be, in the manner described above in an aggregate amount equal to the amount of any such deficit, and ~~Company~~ such Borrower shall concurrently therewith deliver to the Administrative Agent (with a copy to Agent) an Officers' Certificate demonstrating the derivation of the additional Net Cash ~~Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)~~Proceeds. Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreement.

Appears in 1 contract

Samples: Credit Agreement (Goss Graphic Systems Inc)

Prepayments and Reductions from Asset Sales. No later than the second Business Day following the date of receipt by Company or any of its Subsidiaries of the Net Cash Proceeds of any Asset ~~Sale, Company shall prepay, without premium or penalty~~ Sale (other than ~~pursuant to subsection 2.6D), the Loans in an amount equal to the Net Cash Proceeds~~ any portion of such Asset Sale; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds that is reinvested (or scheduled for reinvestment) in assets of the general type used in the business of Company and its Subsidiaries within 360 days from the date of receipt of such Net Cash Proceeds (such Net Cash Proceeds that are reinvested or to be reinvested not ~~reinvested pursuant~~ to ~~clause (i~~exceed $45,000,000 in aggregate amount in any Fiscal Year)), Company shall prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) in an aggregate amount equal to such Net Cash Proceeds; provided, however, that Company may ~~retain~~ not reinvest (or schedule for reinvestment) Net Cash Proceeds ~~in respect~~ upon the occurrence and during the continuation of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential an Event of ~~Default or Event~~ Default. Company shall, no later than 360 days after receipt of ~~Default has occurred and is continuing, the Company may retain~~ any such Net Cash Proceeds ~~in excess~~ that have not theretofore been applied to the Obligations, make an additional prepayment of the ~~amount equal to~~ Loans (and/or the ~~sum of (x~~Revolving Loan Commitments shall be reduced) in the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal full amount of ~~any Loans made to finance the acquisition or conversion of a Financed Aircraft shall~~ all such proceeds that have not ~~exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers~~therefore been so reinvested. Concurrently with any prepayment of the Loans and/or reduction of the Commitments pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an ~~Officers'~~ Officer's Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price ~~thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)~~thereof. In the event that Company shall, at any time after receipt of Net Cash Proceeds of any Asset Sale requiring a prepayment or a reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly ~~make~~ cause to be made an additional prepayment of the Loans (and/or reduction in the ~~manner described above~~ Revolving Loan Commitments) in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an ~~Officers'~~ Officer's Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementdeficit.

Appears in 1 contract

Samples: Credit Agreement (Aurora Foods Inc /Md/)

Prepayments and Reductions from Asset Sales. No later than the ~~second~~ earlier to occur of (y) the third Business Day following the date of receipt (or if Company would incur breakage costs as a result of a prepayment on such date, on the earlier to occur of the first such date thereafter on which no such breakage costs are incurred and 30 days after such date of receipt) by Company or any of its Subsidiaries of Cash Proceeds of any Asset Sale in an 62 aggregate cumulative amount equal to or exceeding $5,000,000 and (z) the date of the occurrence of any Event of Default or Potential Event of Default, (A) in the case of the first $75,000,000 in Net Cash Proceeds from an Asset Sale of Cala and its Subsidiaries, Fallxx'x xxx its Subsidiaries or the business of Cala and its Subsidiaries or Fallxx'x xxx its Subsidiaries (collectively, the "Selected Asset Sales"), Company may apply such Net Cash Proceeds to prepay first Swing Line Loans to the full extent thereof and thereafter Revolving Loans to the remaining extent thereof and the Revolving Loan Commitments shall not be reduced by such prepayment of Swing Line Loans or Revolving Loans, (B) in the case of the first $50,000,000 in Net Cash Proceeds from Selected Asset Sales thereafter, Company shall (i) prepay the Term Loans in an amount equal to 50% of such Net Cash Proceeds and (ii) prepay the Swing Line Loans to the full extent thereof and thereafter the Revolving Loans in an amount equal to the remaining 50% of such Net Cash Proceeds, but the Revolving Loan Commitments shall not be reduced by any such prepayment of the Swing Line Loans or Revolving Loans, and (C) in the case of Net Cash Proceeds from Asset Sales which are not covered by the foregoing clauses (A) or (B), Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an amount equal to such Net Cash Proceeds as specified in subsection 2.4B(iv); provided, however, that, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, the following Net Cash Proceeds of Asset Sales received by Company and its Subsidiaries from and after the date hereof need not be applied to the mandatory prepayment of the Loans pursuant to this subsection 2.4B(iii)(a): (i) other than Net Cash Proceeds from Planned Dispositions, from Asset Sales covered by the foregoing clause (B) or constituting Planned Improvement Financed Amounts, Net Cash Proceeds from the sale of any store to the extent that such Net Cash Proceeds are reinvested in new stores or the construction or remodeling of stores within 270 days of such sale; (ii) other than Net Cash Proceeds from Planned Dispositions, from Asset Sales covered by the foregoing clause (B) or constituting Planned Improvement Financed Amounts, Net Cash Proceeds from the sale of a store to the extent that such Net Cash Proceeds do not exceed the Consolidated Capital Expenditures made to acquire or build a replacement store in the general vicinity of the store sold within 270 days preceding the date of such sale, and, so long as, in the case of clause (i) above and this clause (ii), the aggregate amount of such Net Cash Proceeds so excluded from the mandatory prepayment provisions does not exceed in any Fiscal Year the greater of (x) $15,000,000 and (y) the Net Cash Proceeds, up to a maximum aggregate amount of $25,000,000, received by Company or any Subsidiary of Company with respect to the sale of the first five stores in such Fiscal Year with respect to which Company has not prepaid the Loans, pursuant to such 63 clauses (i) and (ii), within three Business Days of receipt of proceeds thereof; (iii) other than Net Cash Proceeds constituting Planned Improvement Financed Amounts, Net Cash Proceeds from the sale and concurrent lease-back of any store opened or acquired after the Closing Date or any equipment acquired after the Closing Date, in each case within 270 days of the completion of such store or the acquisition of such equipment, in each case to the extent and only to the extent of Consolidated Capital Expenditures made with respect to such store or such equipment; (iv) Net Cash Proceeds from the sale of worn-out or obsolete equipment, to the extent that such Net Cash Proceeds are reinvested in the same or similar equipment within 90 days of such sale; (v) Net Cash Proceeds from the occurrence of any loss, damage or destruction of any stores or any other facilities of Company or any of its Subsidiaries (including any assets located therein) giving rise to insurance proceeds, to the extent that (a) such Net Cash Proceeds are reinvested to repair or rebuild the assets so lost, damaged or destroyed or reinvested in new stores or the construction or remodeling of stores within the earlier of (1) 270 days of receipt of such Net Cash Proceeds and (2) 18 months of the occurrence of such loss, damage or destruction or (b) such Net Cash Proceeds do not exceed the expenditures made by Company or any of its Subsidiaries within the earlier of (1) 270 days of receipt of such Net Cash Proceeds and (2) 18 months of the occurrence of such loss, damage or destruction, to repair or rebuild the applicable assets so lost, damaged or destroyed or to acquire new stores or to construct or remodel stores; and (vi) an amount equal to 75% of Net Cash Proceeds constituting Planned Improvement Financed Amounts to the extent that such Net Cash Proceeds are used to remodel, expand, renovate or otherwise improve the store located on the related Planned Improvement Property within two years of the sale of such Planned Improvement Property. In addition to the prepayments and reductions required pursuant to the preceding paragraph, in the event that Company or any of its Subsidiaries accepts non-cash consideration or defers a portion of the sales price for Cala and/or Fallxx'x xx excess of 15% of the aggregate sales prices for Cala and Fallxx'x, xxe Revolving Loan Commitments shall be automatically and permanently reduced upon consummation of such sale in an amount equal to such non-cash consideration and such deferred portion of such sales prices in excess of 15% of such aggregate sales prices. Immediately upon consummation of any sale of Cala or Fallxx'x xxxch requires a reduction in the 64 Revolving Loan Commitments under this paragraph, the Company shall deliver an Officers' Certificate to Agent notifying Agent of such sale and of the amount of such reduction in the Revolving Loan Commitments. If, following the receipt by Company or any of its Subsidiaries of Cash Proceeds of any Asset Sale, Company ~~shall prepay, without premium~~ is required to apply or ~~penalty (other than pursuant~~ cause to ~~subsection 2.6D), the Loans in an amount equal to the Net~~ be applied any portion of such Cash Proceeds of such Asset Sale; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any ~~remaining Loans~~ Indebtedness evidenced by any of the Related Financing Documents pursuant to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers. Concurrently with any prepayment of the Loans pursuant to applicable Related Financing Document, then, notwithstanding anything contained in this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant to this subsection 2.4B(iii)(a), determine that the prepayments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make an additional prepayment of prepay the Loans and/or reduce the Revolving Loan Commitments in the ~~manner described above~~ order set forth in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) ~~shall be applied~~ so as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to ~~the provisions of this subsection 2.4(B)(iii)(a)~~ eliminate any obligation to ~~the extent that~~ prepay such ~~Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreement~~Indebtedness.

Appears in 1 contract

Samples: Credit Agreement (Bay Area Warehouse Stores Inc)

Prepayments and Reductions from Asset Sales. ~~No later than~~ (1) Upon the ~~second Business Day following the date of~~ receipt by ~~Company or~~ any Credit Party of ~~its Subsidiaries of~~ any Net Cash Proceeds of from any Asset ~~Sale, Company shall prepay, without premium~~ Sale (or ~~penalty (other than pursuant to subsection 2.6D~~related series of Asset Sales), when added to all Net Cash Proceeds received by any Credit Party from all other Asset Sales (and related series of Asset Sales), in excess of Ten Million Dollars ($10,000,000) in the aggregate, 100% of such Net Cash Proceeds shall be applied to repay the outstanding Revolving Loans in (but not reduce the Revolving Loan Commitments) to the full extent thereof; provided that on the 365th day following receipt of such Net Cash Proceeds, an amount equal to any amount of such Net Cash Proceeds which have not been reinvested in a Permitted Acquisition or reinvested in capital improvements by Borrower and its Subsidiaries including capital expenditures permitted hereunder by such date shall then be applied by Borrower on such date first, to prepay the outstanding Term Loans to the full extent thereof and second, to the extent of any such amount remaining, to permanently reduce the Revolving Loan Commitments to the full extent thereof. (2) Notwithstanding the foregoing provisions of subsection 2.4B(iii)(a)(1), in lieu of applying the Net Cash Proceeds from the disposition of ~~such~~ an Asset ~~Sale; provided that, with respect to Asset Sales which do not include~~ Sale that constitutes the ~~sale~~ disposition of assets used in the operation of a ~~Financed Aircraft~~radio station (a “Relinquished Station”) to prepay the Loans and/or permanently reduce the Revolving Loan Commitments as set forth in subsection 2.4B(iv)(b), so long as no ~~Potential~~ Event of Default then exists or ~~Event~~ would exist after giving effect to the disposition of ~~Default has occurred~~ such Relinquished Station, the entity disposing of a Relinquished Station may structure the disposition of the Relinquished Station as an exchange of like-kind property to the maximum extent possible under Section 1031 of the Internal Revenue Code (a “Like-Kind Exchange”). If the Borrower desires to effect a Like-Kind Exchange, at or prior to closing the disposition of the Relinquished Station, the Borrower shall (A) establish a “qualified escrow account” within the meaning of Treas. Reg. §1.1031(k)-1(g)(3) or use such other safe harbor described in Treas. Reg. §1.1031(k)-1(g) as is reasonably acceptable to Administrative Agent, which account shall be governed by an escrow agreement complying with the requirements of Treas. Reg. §§ 1.1031(k)-1(g)(3) and ~~is continuing, (i~~1.1031(k)-1(g)(6) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (iiB) deliver to the ~~extent such Net Cash Proceeds are not reinvested pursuant to clause (i)~~Administrative Agent, ~~Company may retain Net Cash Proceeds~~ as soon as reasonably practicable but in ~~respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in~~ no event later than the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess closing of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers. Concurrently with any prepayment of the Loans pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant to this subsection 2.4B(iii)(a), determine that the prepayments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make an additional prepayment of the Loans in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale transfer or other disposition of the ~~AFL III Equipment shall not be subject~~ Relinquished Station by the Borrower, a security interest in its rights in the escrow agreement in form and substance reasonably satisfactory to the ~~provisions~~ Administrative Agent which governs (i) the “qualified escrow account” and (ii) the proceeds thereof. Upon receipt of ~~this subsection 2.4(B)(iii)(a)~~ the security interest executed by the Borrower, and in all events no later than immediately before the consummation of the closing of the transfer or other disposition of the Relinquished Station, by the Borrower, the Administrative Agent shall release any and all liens of the Administrative Agent or the Lenders in the cash proceeds from the transfer or other disposition of the Relinquished Station for the period necessary to ~~the extent that such Cash Proceeds are applied in accordance~~ comply with the requirements of Treas. Reg. §1.1031(k)-1(g)(6). The terms of the ~~AFL III Financing Agreement~~escrow agreement governing the “qualified escrow account” shall, among other things, provide that immediately upon the occurrence of any event set forth in Treas. Reg. § 1.1031(k)-1(g)(6)(ii) or (iii), the Net Cash Proceeds from the transfer or other disposition of the Relinquished Station shall be released to the Borrower and shall be applied as provided for in subsection 2.4B(iii)(a)(1) hereof.

Appears in 1 contract

Samples: Credit Agreement (Beasley Broadcast Group Inc)

Prepayments and Reductions from Asset Sales. No Subject to the Intercreditor Agreement, no later than the ~~second~~ first Business Day following the date of receipt by Company or any of its Subsidiaries of Cash Proceeds of any Asset Sale, ~~Company~~ Borrowers shall ~~prepay, without premium or penalty (other than pursuant to subsection 2.6D)~~prepay the Loans and/or the Tranche B Commitments, the ~~Loans~~ Tranche D Commitments and Revolving Loan Commitments shall be permanently reduced in an amount equal to 75% of the Estimated Net Cash Proceeds of such Asset Sale; ~~provided~~ PROVIDED that, ~~with respect~~ in the event on the date of receipt by Company or any of its Subsidiaries of such Cash Proceeds, the Leverage Ratio as of the last day of the then most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to ~~Asset Sales which do not include~~ subsection 5.1(i) or 5.1(ii) is less than 2.50:1.00, then the ~~sale~~ percentage applicable to Estimated Net Cash Proceeds set forth above shall be reduced to 50%. On or before the 90th day after receipt of ~~a Financed Aircraft~~any such Cash Proceeds, ~~so long as no Potential Event~~ Borrowers shall promptly make an additional prepayment of ~~Default~~ the Loans and/or the Tranche B Commitments, the Tranche D Commitments and Revolving Loan Commitments shall be permanently reduced in an amount equal to 75% (or ~~Event~~ 50%, if the applicable percentage is reduced pursuant to the preceding proviso) of ~~Default has occurred and is continuing~~the excess, if any, of (i1) ~~Company shall have the option to use~~ the Net Cash Proceeds ~~within one hundred eighty~~ of Sale of such Asset Sale over (~~180~~2) ~~days~~ the portion of ~~receipt thereof for~~ the ~~purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such~~ Estimated Net Cash Proceeds ~~are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect~~ of such Asset ~~Sales of up~~ Sale already applied under the preceding sentence, to ~~$10 million in any Fiscal Year and $20 million~~ be applied in the ~~aggregate; provided further that,~~ manner described above with respect to ~~any Asset Sale involving~~ the ~~sale~~ application of ~~a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any~~ Estimated Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved AppraisersProceeds. Concurrently with any prepayment of the Loans and/or reduction of the Tranche B Commitments, the Tranche D Commitments and Revolving Loan Commitments pursuant to this subsection ~~2.4B(iii)(a~~2.4A(ii)(a), Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of ~~the correlative Asset~~ Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant to this subsection 2.4B(iii)(a), determine that the prepayments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make an additional prepayment of the Loans in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the additional or Estimated Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoingProceeds, ~~so long~~ as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementcase may be.

Appears in 1 contract

Samples: Credit Agreement (World Color Press Inc /De/)

Prepayments and Reductions from Asset Sales. No later than the second Business Day following the date of receipt by Company or any of its Subsidiaries (other than Lakeland Canada and its Subsidiaries) of the Cash Proceeds of any Asset ~~Sale, Company shall prepay, without premium or penalty (other than pursuant to subsection 2.6D), the Loans~~ Sale resulting in an amount equal to the Net Cash Proceeds of such Asset Sale; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of $1,000,000 for all Asset Sales consummated subsequent to the Closing Date (the "Available Net Cash Proceeds"), (1) Company shall prepay its Acquisition Term Loans in an aggregate amount equal to ~~the sum of~~ such Net Cash Proceeds, (x2) ~~the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans~~ to the extent ~~necessary so that~~ the amount of such Net Cash Proceeds exceeds the aggregate outstanding principal amount of ~~any~~ the Acquisition Term Loans, Company shall prepay the Canadian Loans ~~made~~ to ~~finance~~ the ~~acquisition or conversion of a Financed Aircraft shall not exceed 80% of~~ full extent thereof and (3) to the ~~Appraised Value~~ extent the amount of such ~~Financed Aircraft as determined~~ Net Cash Proceeds exceeds the aggregate outstanding amount of Canadian Loans, Company shall prepay its Working Capital Revolving Loans, and the Revolving Loan Commitments shall be permanently reduced, in an aggregate amount equal to such excess. No later than the second Business Day following the date of receipt by ~~appraisals~~ Lakeland Canada or any of its Subsidiaries of Available Net Cash Proceeds, Lakeland Canada shall prepay its outstanding Canadian Loans in an aggregate amount equal to ~~be provided at the time of~~ such ~~mandatory prepayment by two Approved Appraisers~~Net Cash Proceeds. Concurrently with any prepayment of the Loans and/or reduction of the Working Capital Revolving Loan Commitments pursuant to this subsection ~~2.4B(iii)(a~~2.4C(iii)(f), Company shall deliver to ~~Administrative~~ Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price ~~thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)~~thereof. In the event that ~~Company~~ Borrower shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment or a reduction of the Working Capital Revolving Loan Commitments pursuant to this subsection ~~2.4B(iii)(a~~2.4C(iii)(f), determine that the prepayments and/or reductions of the Working Capital Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection ~~2.4B(iii)(a~~2.4C(iii)(f), ~~Company~~ Borrower shall promptly make an additional prepayment of its Loans (and, if applicable, the ~~Loans~~ Working Capital Revolving Loan Commitments shall be permanently reduced), in the manner described above in an aggregate amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to ~~Administrative~~ Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such ~~deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)~~deficit. Any such mandatory prepayments ~~pursuant to this subsection 2.4B(iii)(a)~~ shall be applied as specified in subsection ~~2.4B(iv~~2.4C(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreement.

Appears in 1 contract

Samples: Credit Agreement (Hines Holdings Inc)

Prepayments and Reductions from Asset Sales. ~~No later than~~ Company shall prepay the ~~second Business Day following~~ Loans and/or the Revolving Loan Commitments shall be permanently reduced in an amount equal to Net Cash Proceeds of Asset Sales in any Fiscal Year in excess of $10,000,000 (the "Excess Asset Sale Proceeds"); PROVIDED, however, that so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Excess Asset Sale Proceeds which are reinvested as Acquisition Expenditures or as Consolidated Capital Expenditures in the business of Company and its Subsidiaries within twelve months of the date of such Asset Sale, up to a maximum aggregate amount of $75,000,000 from the Closing Date for such reinvested Excess Asset Sale Proceeds, need not be applied to prepay the Loans and/or permanently reduce the Revolving Loan Commitments. Any prepayment from such unreinvested Excess Asset Sale Proceeds shall be made by Company within one Business Day after the termination of such 44 twelve month period. If, following the receipt by Company or any of its Subsidiaries of ~~Cash Proceeds of any Asset Sale, Company shall prepay, without premium or penalty (other than pursuant to subsection 2.6D), the Loans in an amount equal to the~~ Net Cash Proceeds from Asset Sales, Company is required to apply or cause to be applied any portion of such Asset Sale; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers. Concurrently with any prepayment of the Loans Indebtedness permitted pursuant to subsections 7.1(v), (vii) or (xiii), then, notwithstanding anything contained in this subsection ~~2.4B(iii)(a~~2.4A(iii)(a), Company shall ~~deliver to Administrative Agent an Officers' Certificate demonstrating~~ prepay the ~~derivation of~~ Loans and/or reduce the ~~Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to~~ Revolving Loan Commitments as set forth in this subsection ~~2.4B(iii)(a). In the event that Company shall, at~~ 2.4A(iii)(a) so as to eliminate any ~~time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant~~ obligation to ~~this subsection 2.4B(iii)(a), determine that the prepayments previously made in respect of~~ prepay such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make an additional prepayment of the Loans in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing AgreementIndebtedness.

Appears in 1 contract

Samples: Credit Agreement (Bell & Howell Operating Co)

Prepayments and Reductions from Asset Sales. No later than the ~~second~~ first Business Day following the date of receipt by Company or any of its Subsidiaries of the Cash Proceeds of any Asset ~~Sale~~Sale (other than any portion of such proceeds that is reinvested (or scheduled for reinvestment) in a Qualified Loan Portfolio and/or assets of the general type used in the business of Company and its Subsidiaries within 270 days from the date of receipt of such proceeds), Company shall ~~prepay, without premium or penalty (other than pursuant to subsection 2.6D),~~ prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) in an the amount ~~equal to~~ of such proceeds not so reinvested (or scheduled for such reinvestment); provided, that if the Net Cash Proceeds of all such Asset ~~Sale~~Sales in any Fiscal Year exceed $15,000,000, then in each case the amount of such excess Net Cash Proceeds may not be reinvested (or scheduled for reinvestment); provided ~~that~~further, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use that if the Net Cash Proceeds ~~within one hundred eighty (180) days~~ of ~~receipt thereof~~ Asset Sales of businesses in any Fiscal Year exceed 10% of Consolidated EBITDA for the ~~purpose~~ preceding Fiscal Year, then the amount of ~~making Consolidated Capital Expenditures otherwise permitted by this Agreement~~ such excess Net Cash Proceeds may not be reinvested (or scheduled for reinvestment); and provided further, that Company may not reinvest (iior schedule for reinvestment) to Net Cash Proceeds upon the ~~extent~~ occurrence and during the continuation of an Event of Default. Company shall, no later than 365 days after receipt of any such Net Cash Proceeds ~~are~~ that have not ~~reinvested pursuant~~ theretofore been applied to ~~clause~~ the Obligations, make an additional prepayment of the Loans (~~i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million~~ and/or the Revolving Loan Commitments shall be reduced) in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal full amount of ~~any Loans made to finance the acquisition or conversion of a Financed Aircraft shall~~ all such proceeds that have not ~~exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers~~therefore been so reinvested. Concurrently with any prepayment of the Loans and/or reduction of the Commitments pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Chase Co-Administrative Agent an ~~Officers'~~ Officer's Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price ~~thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)~~thereof. In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment or a reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly ~~make~~ cause to be made an additional prepayment of the Loans (and/or reduction in the ~~manner described above~~ Revolving Loan Commitments) in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Co-Administrative ~~Agent~~ Agents an ~~Officers'~~ Officer's Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementdeficit.

Appears in 1 contract

Samples: Credit Agreement (Sherman Acquisition Corp)

Prepayments and Reductions from Asset Sales. ~~No later than~~ (1) Upon the ~~second Business Day following the date of~~ receipt by ~~Company or~~ any Credit Party of ~~its Subsidiaries of~~ any Net Cash Proceeds of from any Asset ~~Sale, Company shall prepay, without premium~~ Sale (or ~~penalty (other than pursuant to subsection 2.6D~~related series of Asset Sales), when added to all Net Cash Proceeds received by any Credit Party from all other Asset Sales (and related series of Asset Sales), in excess of $10,000,000 in the aggregate, 100% of such Net Cash Proceeds shall be applied to repay the outstanding Revolving Loans in (but not reduce the Revolving Loan Commitments) to the full extent thereof; provided that on the 365th date following receipt of such Net Cash Proceeds, an amount equal to any amount of such Net Cash Proceeds which have not been reinvested in a Permitted Acquisition or reinvested in capital improvements by Borrower and its Subsidiaries including capital expenditures permitted hereunder by such date shall then be applied by Borrower on such date first to prepay the outstanding Term Loans to the full extent thereof and second, to the extent of any such amount remaining, to permanently reduce the Revolving Loan Commitments to the full extent thereof. (2) Notwithstanding the foregoing provisions of subsection 2.4B(iii)(a)(1), in lieu of applying the Net Cash Proceeds from the disposition of ~~such~~ an Asset ~~Sale; provided that, with respect to Asset Sales which do not include~~ Sale that constitutes the ~~sale~~ disposition of assets used in the operation of a ~~Financed Aircraft~~radio station (a “Relinquished Station”) to prepay the Loans and/or permanently reduce the Revolving Loan Commitments as set forth in subsection 2.4B(iv)(a), so long as no ~~Potential~~ Event of Default then exists or ~~Event~~ would exist after giving effect to the disposition of ~~Default has occurred~~ such Relinquished Station, the entity disposing of a Relinquished Station may structure the disposition of the Relinquished Station as an exchange of like-kind property to the maximum extent possible under Section 1031 of the Internal Revenue Code (a “Like-Kind Exchange”). If the Borrower desires to effect a Like-Kind Exchange, at or prior to closing the disposition of the Relinquished Station, the Borrower shall (A) establish a “qualified escrow account” within the meaning of Treas. Reg. §1.1031(k)-1(g)(3) or use such other safe harbor described in Treas. Reg. §1.1031(k)-1(g) as is reasonably acceptable to Administrative Agent, which account shall be governed by an escrow agreement complying with the requirements of Treas. Reg. §§ 1.1031(k)-1(g)(4) and ~~is continuing, (i~~1.1031(k)-1(g)(6) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (iiB) deliver to the ~~extent such Net Cash Proceeds are not reinvested pursuant to clause (i)~~Administrative Agent, ~~Company may retain Net Cash Proceeds~~ as soon as reasonably practicable but in ~~respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in~~ no event later than the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess closing of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers. Concurrently with any prepayment of the Loans pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant to this subsection 2.4B(iii)(a), determine that the prepayments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make an additional prepayment of the Loans in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale transfer or other disposition of the ~~AFL III Equipment shall not be subject~~ Relinquished Station by the Borrower, a security interest in its rights in the escrow agreement in form and substance reasonably satisfactory to the ~~provisions~~ Administrative Agent which governs (i) the “qualified escrow account” and (i i) the proceeds thereof. Upon receipt of ~~this subsection 2.4(B)(iii)(a)~~ the security interest executed by the Borrower, and in all events no later than immediately before the consummation of the closing of the transfer or other disposition of the Relinquished Station, by the Borrower, the Administrative Agent shall release any and all liens of the Administrative Agent or the Lenders in the cash proceeds from the transfer or 41 other disposition of the Relinquished Station for the period necessary to ~~the extent that such Cash Proceeds are applied in accordance~~ comply with the requirements of Treas. Reg. §1.1031(k)-1(g)(6). The terms of the ~~AFL III Financing Agreement~~escrow agreement governing the “qualified escrow account” shall, among other things, provide that immediately upon the occurrence of any event set forth in Treas. Reg. § 1.1031(k)-1(g)(6)(ii) or (iii), the Net Cash Proceeds from the transfer or other disposition of the Relinquished Station shall be released to the Borrower and shall be applied as provided for in subsection 2.4B(iii)(a)(1) hereof.

Appears in 1 contract

Samples: Credit Agreement (Beasley Broadcast Group Inc)

Prepayments and Reductions from Asset Sales. No later than the ~~second~~ earliest to occur of (A) the third Business Day following the date of receipt by Company or any of its Subsidiaries of Cash Proceeds of any Asset ~~Sale~~Sale in an aggregate cumulative amount equal to or exceeding $2,500,000, (B) the 270th day following the date of any Asset Sale the Net Cash Proceeds of Asset Sale of which have not been applied to the prepayment of Loans pursuant to the preceding clause (A) or this clause (B), and (C) the date of the occurrence of any Event of Default or Potential Event of Default, (1) Company shall ~~prepay, without premium or penalty (other than pursuant to subsection 2.6D),~~ prepay the Term Loans in an amount equal to the Net Cash Proceeds of Asset Sale of such Asset Sale~~; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing~~, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii2) to the extent such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers. Concurrently with any prepayment of the Loans pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of ~~the correlative~~ Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant to this subsection 2.4B(iii)(a), determine that the prepayments previously made in respect of such Asset Sale ~~were in an~~ exceed the aggregate outstanding principal amount ~~less than that required by~~ of the ~~terms of this subsection 2.4B(iii)(a)~~Term Loans, Company shall ~~promptly make~~ prepay in an ~~additional prepayment of~~ amount equal to such excess (the ~~Loans in~~ "FIRST EXCESS AMOUNT") the ~~manner described above~~ Revolving Term Loans, 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 ~~any such deficit~~Revolving Term Loan Commitment so permanently reduced exceeds the Revolving Term Loans so prepaid (the "SECOND EXCESS AMOUNT"), and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a(x) to the extent that ~~such Cash Proceeds~~ there are ~~applied~~ Revolving Loans outstanding, the parties hereto agree that Revolving Loans in ~~accordance with~~ an aggregate amount equal to the ~~terms~~ Second Excess Amount shall be automatically converted without any further action on the part of any Person into Revolving Term Loans, and (y) to the ~~AFL III Financing Agreement.~~extent the Second Excess Amount exceeds the amount of Revolving Loans so converted to Revolving Term Loans (the "THIRD EXCESS AMOUNT") and to the extent that there are Swing Line Loans outstanding, Agent shall

Appears in 1 contract

Samples: Credit Agreement (Dominicks Supermarkets Inc)

Prepayments and Reductions from Asset Sales. No later than the second Business Day following the date of receipt by Company or any of its Subsidiaries of Cash Proceeds of any Asset Sale, Company shall (1) if such Asset Sale occurs prior to the Conversion Date, prepay, without premium or penalty (other than pursuant to subsection 2.6D), the Revolving Loans in an amount equal to the Net Cash Proceeds of such Asset ~~Sale~~Sale and (2) if such Asset Sale occurs following the Conversion Date, prepay, without premium or penalty (other than pursuant to subsection 2.6D), Term Loans in such amount; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers. Concurrently with any prepayment of the Loans pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price ~~thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)~~thereof. In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant to this subsection 2.4B(iii)(a), determine that the prepayments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make an additional prepayment of the Revolving Loans or Term Loans, as the case may be, in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such ~~deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)~~deficit. Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as (i) the AFL ~~III~~ Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL ~~III Equipment~~ Aircraft shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL ~~III~~ Financing Agreement and (ii) the AFL II Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL II Aircraft shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL II Financing Agreement.

Appears in 1 contract

Samples: Credit Agreement (Atlas Air Inc)

Prepayments and Reductions from Asset Sales. No later than the second Business Day following the date of receipt by ~~Company~~ Borrower or any of its Subsidiaries of Cash Proceeds of (i) Net Cash Proceeds of any Asset ~~Sale~~Sale equal to or greater than $500,000 in the aggregate, ~~Company~~ Borrower shall ~~prepay, without premium or penalty (other than pursuant to subsection 2.6D),~~ prepay the Loans in an amount equal to the amount of such Net Cash Proceeds which is the highest integral multiple of $100,000 and (ii) Net Cash Proceeds of ~~such~~ any Asset Sale~~; provided that~~, ~~with respect to Asset Sales which do not include~~ the ~~sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company~~ Revolving Loan Commitments shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) be permanently reduced to the extent ~~such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in~~ required by the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisersproviso set forth below. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitments pursuant to this subsection ~~2.4B(iii)(a~~2.4A(iii)(a), ~~Company~~ Borrower shall deliver to ~~Administrative~~ Managing Agent an ~~Officers'~~ Officer's Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price ~~thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)~~thereof. In the event that ~~Company~~ Borrower shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment of Loans and/or a reduction of the Revolving Loan Commitments pursuant to this subsection ~~2.4B(iii)(a~~2.4A(iii)(a), determine that the prepayments and/or reductions of the Loans and/or the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection ~~2.4B(iii)(a~~2.4A(iii)(a), ~~Company~~ Borrower shall promptly make an additional prepayment of the ~~Loans~~ Loans, and the Revolving Loan Commitments shall be permanently reduced, in the manner described above in an amount equal to the amount of any such deficit, and ~~Company~~ Borrower shall concurrently therewith deliver to ~~Administrative~~ Managing Agent an ~~Officers'~~ Officer's Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such ~~deficit and~~ deficit. Any mandatory prepayments or reductions of the ~~additional amount required to be prepaid~~ Loans and/or the Revolving Loan Commitments pursuant to this subsection ~~2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a~~2.4A(iii)(a) shall be applied as specified in subsection ~~2.4B(iv~~2.4A(iv)~~. Notwithstanding~~ ; provided, however, that the ~~foregoing, so long as~~ Revolving Loan Commitments shall only be reduced in an amount equal to the ~~AFL III Financing remains outstanding,~~ Net Cash Proceeds ~~from the sale or other disposition~~ of ~~the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a)~~ an Asset Sale only to the extent that such ~~Cash Proceeds are~~ amount (or portion thereof) would otherwise be required to be applied to payment, redemption or repurchase in ~~accordance with the terms~~ respect of the ~~AFL III Financing Agreement~~Senior Subordinated Notes.

Appears in 1 contract

Samples: Credit Agreement (Hartmarx Corp/De)

Prepayments and Reductions from Asset Sales. ~~No later than~~ (1) Upon the ~~second Business Day following the date of~~ receipt by ~~Company or~~ any Credit Party of ~~its Subsidiaries of~~ any Net Cash Proceeds of from any Asset ~~Sale, Company shall prepay, without premium~~ Sale (or ~~penalty (other than pursuant to subsection 2.6D~~related series of Asset Sales), when added to all Net Cash Proceeds received by any Credit Party from all other Asset Sales (and related series of Asset Sales), in excess of $10,000,000 in the aggregate, 100% of such Net Cash Proceeds shall be applied to repay the outstanding Revolving Loans in (but not reduce the Revolving Loan Commitments) to the full extent thereof; PROVIDED that on the 365th date following receipt of such Net Cash Proceeds, an amount equal to any amount of such Net Cash Proceeds which have not been reinvested in a Permitted Acquisition or reinvested in capital improvements by Borrower and its Subsidiaries including capital expenditures permitted hereunder by such date shall then be applied by Borrower on such date FIRST to prepay the outstanding Term Loans to the full extent thereof and SECOND, to the extent of any such amount remaining, to permanently reduce the Revolving Loan Commitments to the full extent thereof. (2) Notwithstanding the foregoing provisions of subsection 2.4B(iii)(a)(1), in lieu of applying the Net Cash Proceeds from the disposition of ~~such~~ an Asset ~~Sale; provided that, with respect to Asset Sales which do not include~~ Sale that constitutes the ~~sale~~ disposition of assets used in the operation of a ~~Financed Aircraft~~radio station (a "RELINQUISHED STATION") to prepay the Loans, permanently reduce the Revolving Loan Commitments and/or permanently reduce the Term Loan Commitments as set forth in subsection 2.4B(iv)(a), so long as no ~~Potential~~ Event of Default then exists or ~~Event~~ would exist after giving effect to the disposition of ~~Default has occurred~~ such Relinquished Station, the entity disposing of a Relinquished Station may structure the disposition of the Relinquished Station as an exchange of like-kind property to the maximum extent possible under Section 1031 of the Internal Revenue Code (a "LIKE-KIND EXCHANGE"). If the Borrower desires to effect a Like-Kind Exchange, at or prior to closing the disposition of the Relinquished Station, the Borrower shall (A) establish a "qualified escrow account" within the meaning of Treas. Reg.ss.1.1031(k)-1(g)(3) or use such other safe harbor described in Treas. Reg.ss.1.1031(k)-1(g) as is reasonably acceptable to Administrative Agent, which account shall be governed by an escrow agreement complying with the requirements of Treas. Reg.ss.ss. 1.1031(k)-1(g)(4) and ~~is continuing, (i~~1.1031(k)-0(x)(0) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (iiB) deliver to the ~~extent such Net Cash Proceeds are not reinvested pursuant to clause (i)~~Administrative Agent, ~~Company may retain Net Cash Proceeds~~ as soon as reasonably practicable but in ~~respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in~~ no event later than the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess closing of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers. Concurrently with any prepayment of the Loans pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant to this subsection 2.4B(iii)(a), determine that the prepayments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make an additional prepayment of the Loans in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale transfer or other disposition of the ~~AFL III Equipment shall not be subject~~ Relinquished Station by the Borrower, a security interest in its rights in the escrow agreement in form and substance reasonably satisfactory to the ~~provisions~~ Administrative Agent which governs (i) the "qualified escrow account" and (ii) the proceeds thereof. Upon receipt of ~~this subsection 2.4(B)(iii)(a)~~ the security interest executed by the Borrower, and in all events no later than immediately before the consummation of the closing of the transfer or other disposition of the Relinquished Station, by the Borrower, the Administrative Agent shall release any and all liens of the Administrative Agent or the Lenders in the cash proceeds from the transfer or other disposition of the Relinquished Station for the period necessary to ~~the extent that such Cash Proceeds are applied in accordance~~ comply with the requirements of Treas. Reg.ss.1.1031(k)-1(g)(6). The terms of the ~~AFL III Financing Agreement~~escrow agreement governing the "qualified escrow account" shall, among other things, provide that immediately upon the occurrence of any event set forth in Treas. Reg.ss. 1.1031(k)-1(g)(6)(ii) or (iii), thx Xxx Cash Proceeds from the transfer or other disposition of the Relinquished Station shall be released to the Borrower and shall be applied as provided for in subsection 2.4B(iii)(a)(1) hereof.

Appears in 1 contract

Samples: Credit Agreement (Beasley Broadcast Group Inc)

Prepayments and Reductions from Asset Sales. No later than the second Business Day following the date of receipt by Company or any of its Subsidiaries of Cash Proceeds of any Asset Sale, Company shall prepay, without premium or penalty (other than pursuant to subsection 2.6D), the Loans in an amount equal to the Net Cash Proceeds of such Asset Sale; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; ~~provided~~ provided, further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 8070% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers. Concurrently with any prepayment of the Loans pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant to this subsection 2.4B(iii)(a), determine that the prepayments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make an additional prepayment of the Loans in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreement.in

Appears in 1 contract

Samples: Credit Agreement (Atlas Air Worldwide Holdings Inc)

Prepayments and Reductions from Asset Sales. No later than the ------------------------------------------- second Business Day following the date of receipt by Company or any of its Subsidiaries of the Net Cash Proceeds of any Asset ~~Sale, Company shall prepay, without premium or penalty~~ Sale (other than ~~pursuant to subsection 2.6D), the Loans in an amount equal to the Net Cash Proceeds~~ any portion of such Asset Sale; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds that is reinvested (or scheduled for reinvestment) in assets of the general type used in the business of Company and its Subsidiaries within 360 days from the date of receipt of such Net Cash Proceeds (such Net Cash Proceeds that are reinvested or to be reinvested not ~~reinvested pursuant~~ to ~~clause (i~~exceed $55,000,000 in aggregate amount in any Fiscal Year)), Company shall prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) in an aggregate amount equal to such Net Cash Proceeds; provided, however, that Company may ~~retain~~ not reinvest (or schedule for -------- ------- reinvestment) Net Cash Proceeds ~~in respect~~ upon the occurrence and during the continuation of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential an Event of ~~Default or Event~~ Default. Company shall, no later than 360 days after receipt of ~~Default has occurred and is continuing, the Company may retain~~ any such Net Cash Proceeds ~~in excess~~ that have not theretofore been applied to the Obligations, make an additional prepayment of the ~~amount equal to~~ Loans (and/or the ~~sum of (x~~Revolving Loan Commitments shall be reduced) in the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal full amount of ~~any Loans made to finance the acquisition or conversion of a Financed Aircraft shall~~ all such proceeds that have not ~~exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers~~therefore been so reinvested. Concurrently with any prepayment of the Loans and/or reduction of the Commitments pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an ~~Officers'~~ Officer's Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price ~~thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)~~thereof. In the event that Company shall, at any time after receipt of Net Cash Proceeds of any Asset Sale requiring a prepayment or a reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly ~~make~~ cause to be made an additional prepayment of the Loans (and/or reduction in the ~~manner described above~~ Revolving Loan Commitments) in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an ~~Officers'~~ Officer's Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementdeficit.

Appears in 1 contract

Samples: Credit Agreement (Aurora Foods Inc /De/)

Prepayments and Reductions from Asset Sales. ~~No later than the second Business Day following the date of receipt by~~ If Company or any of its Subsidiaries of receives Cash Proceeds equal to or in excess of $2,500,000 from any Asset Sale, (X) Company shall ~~prepay~~prepay first the Swing Line Loans to the full extent thereof and second the Revolving Loans, ~~without premium~~ and (Y) the Revolving Loan Commitments shall be permanently reduced, in the case of either clause (X) or ~~penalty~~ clause (~~other than pursuant~~ Y) or, if such Cash Proceeds exceed the amount of the outstanding Swing Line Loans and are also applied to ~~subsection 2.6D~~prepay Revolving Loans, in the case of both clauses (X) and (Y), ~~the Loans~~ in an aggregate amount equal to the Net Cash Proceeds of from such Asset Sale; provided ~~that, with respect~~ that Company's obligation to ~~Asset Sales which do not include~~ make such a prepayment and the ~~sale~~ corresponding reduction of ~~a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company~~ the Revolving Loan Commitments shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, occur with respect to any ~~Asset Sale involving~~ portion of such Cash Proceeds on the ~~sale~~ earlier of (i) the second Business Day following a determination by a Responsible Officer that such portion of such Cash Proceeds will not be invested in assets or property of a ~~Financed Aircraft~~Related Business or (ii) 270 days after the receipt of such Cash Proceeds, if they have not been so ~~long as no Potential Event~~ invested in a Related Business; provided further that in the case of ~~Default or Event of Default has occurred and is continuing, the Company may retain any~~ Asset Sales generating Net Cash Proceeds ~~in excess~~ of less than $2,500,000, Company may postpone making such prepayment until the ~~amount equal~~ second Business Day following receipt of Cash Proceeds which, together with all such proceeds received from Asset Sales since the Closing Date or the most recent payment made pursuant to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisersthis subsection 2.4A(ii)(a), exceeds $6,000,000. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitments pursuant to this subsection ~~2.4B(iii)(a~~2.4A(ii)(a), Company shall deliver to ~~Administrative~~ Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of from the correlative Asset Sale from the gross sales price ~~thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)~~thereof. In the event that Company shall, at any time after receipt of Cash Proceeds of from any Asset Sale requiring a prepayment or a reduction of the Revolving Loan Commitments pursuant to this subsection ~~2.4B(iii)(a~~2.4A(ii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection ~~2.4B(iii)(a~~2.4A(ii)(a), Company shall promptly make an additional prepayment of the Swing Line Loans or Revolving Loans, as the case may be (and the Revolving Loan Commitments shall be permanently reduced), in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to ~~Administrative~~ Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such ~~deficit and~~ deficit. Any mandatory reduction of the ~~additional amount required to be prepaid~~ Revolving Loan Commitments pursuant to this subsection ~~2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a~~2.4A(ii)(a) shall be applied ~~as specified~~ to reduce each of the scheduled reductions of the Revolving Loan Commitments set forth in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a2.4A(i) ~~to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreement~~on a pro rata basis.

Appears in 1 contract

Samples: Credit Agreement (Players International Inc /Nv/)

Prepayments and Reductions from Asset Sales. No later than the ~~second~~ first Business Day following the date of receipt by Company or any of its Subsidiaries of the Cash Proceeds of any Asset ~~Sale~~Sale (other than any portion of such proceeds that is reinvested (or scheduled for reinvestment) in a Qualified Loan Portfolio and/or assets of the general type used in the business of Company and its Subsidiaries within 270 days from the date of receipt of such proceeds), Company shall ~~prepay, without premium or penalty (other than pursuant to subsection 2.6D),~~ prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) in an the amount ~~equal to~~ of such proceeds not so reinvested (or scheduled for such reinvestment); provided, that if (1) the Net Cash Proceeds of ~~such~~ any individual Asset ~~Sale; provided that, with respect to Asset Sales which do not include the sale~~ Sale of ~~a Financed Aircraft, so long as no Potential Event of Default~~ receivables portfolios exceed $5,000,000 or ~~Event of Default has occurred and is continuing,~~ (i2) ~~Company shall have the option to use~~ the Net Cash Proceeds ~~within one hundred eighty~~ of all such Asset Sales in any Fiscal Year exceed $10,000,000, then in each case the amount of such excess Net Cash Proceeds may not be reinvested (~~180) days~~ or scheduled for reinvestment); provided further, that if the Net Cash Proceeds of ~~receipt thereof~~ Asset Sales of businesses in any Fiscal Year exceed 10% of Consolidated EBITDA for the ~~purpose~~ preceding Fiscal Year, then the amount of ~~making Consolidated Capital Expenditures otherwise permitted by this Agreement~~ such excess Net Cash Proceeds may not be reinvested (or scheduled for reinvestment); and provided further, that Company may not reinvest (iior schedule for reinvestment) to Net Cash Proceeds upon the ~~extent~~ occurrence and during the continuation of an Event of Default. Company shall, no later than 365 days after receipt of any such Net Cash Proceeds ~~are~~ that have not ~~reinvested pursuant~~ theretofore been applied to ~~clause~~ the Obligations, make an additional prepayment of the Loans (~~i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million~~ and/or the Revolving Loan Commitments shall be reduced) in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal full amount of ~~any Loans made to finance the acquisition or conversion of a Financed Aircraft shall~~ all such proceeds that have not ~~exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers~~therefore been so reinvested. Concurrently with any prepayment of the Loans and/or reduction of the Commitments pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Chase Co- Administrative Agent an ~~Officers'~~ Officer's Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price ~~thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)~~thereof. In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment or a reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly ~~make~~ cause to be made an additional prepayment of the Loans (and/or reduction in the ~~manner described above~~ Revolving Loan Commitments) in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Co-Administrative ~~Agent~~ Agents an ~~Officers'~~ Officer's Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementdeficit.

Appears in 1 contract

Samples: Credit Agreement (Account Portfolios Gp Inc)

Prepayments and Reductions from Asset Sales. No later than the second Business Day following the date of receipt by Company or any of its Subsidiaries of the Net Cash Proceeds of any Asset ~~Sale, Company shall prepay, without premium or penalty~~ Sale (other than ~~pursuant to subsection 2.6D), the Loans in an amount equal to the Net Cash Proceeds~~ any portion of such Asset Sale; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds that is reinvested (or scheduled for reinvestment) in assets of the general type used in the 49 business of Company and its Subsidiaries within 360 days from the date of receipt of such Net Cash Proceeds (such Net Cash Proceeds that are reinvested or to be reinvested not ~~reinvested pursuant~~ to ~~clause (i~~exceed $55,000,000 in aggregate amount in any Fiscal Year)), Company shall prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) in an aggregate amount equal to such Net Cash Proceeds; provided, however, that Company may ~~retain~~ not reinvest (or schedule for reinvestment) Net Cash Proceeds ~~in respect~~ upon the occurrence and during the continuation of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential an Event of ~~Default or Event~~ Default. Company shall, no later than 360 days after receipt of ~~Default has occurred and is continuing, the Company may retain~~ any such Net Cash Proceeds ~~in excess~~ that have not theretofore been applied to the Obligations, make an additional prepayment of the ~~amount equal to~~ Loans (and/or the ~~sum of (x~~Revolving Loan Commitments shall be reduced) in the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal full amount of ~~any Loans made to finance the acquisition or conversion of a Financed Aircraft shall~~ all such proceeds that have not ~~exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers~~therefore been so reinvested. Concurrently with any prepayment of the Loans and/or reduction of the Commitments pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an ~~Officers'~~ Officer's Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price ~~thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)~~thereof. In the event that Company shall, at any time after receipt of Net Cash Proceeds of any Asset Sale requiring a prepayment or a reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly ~~make~~ cause to be made an additional prepayment of the Loans (and/or reduction in the ~~manner described above~~ Revolving Loan Commitments) in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an ~~Officers'~~ Officer's Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementdeficit.

Appears in 1 contract

Samples: Credit Agreement (Aurora Foods Inc /De/)

Prepayments and Reductions from Asset Sales. No later than the ~~second~~ first Business Day following the date of receipt by Company or any of its Subsidiaries of Cash Proceeds of any Asset ~~Sale~~Sale (other than an Asset Sale permitted under subsection 7.7(v)), Company shall ~~prepay, without premium or penalty (other than pursuant to subsection 2.6D),~~ prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) in an amount equal to the Net Cash Proceeds of such Asset Sale; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisersreceived. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an ~~Officers'~~ Officer's Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price ~~thereof and the amount~~ thereof; provided that Company shall not be required to make any prepayment with proceeds to the extent that all or any portion of such proceeds are reinvested (or scheduled for reinvestment) in assets used in the business of Company and/or subsidiaries within 360 days from the date of receipt of such proceeds; provided further, that the aggregate amount of proceeds permitted to be ~~prepaid~~ excluded pursuant to ~~this subsection 2.4B(iii)(a~~the immediately preceding proviso shall not exceed $25,000,000 (measured on a cumulative basis from the Closing Date). In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment or a reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly ~~make~~ cause to be made an additional prepayment of the Loans (and/or reduction in the ~~manner described above~~ Revolving Loan Commitments) in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an ~~Officers'~~ Officer's Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementdeficit.

Appears in 1 contract

Samples: Credit Agreement (DMW Worldwide Inc)

Prepayments and Reductions from Asset Sales. No later than ------------------------------------------- the ~~second~~ first Business Day following the date of receipt by Company or any of its Subsidiaries of Net Cash Proceeds of any Asset Sale, Company shall ~~prepay, without premium or penalty (other than pursuant to subsection 2.6D), the Loans~~ prepay in an amount equal to such Net Cash Proceeds first the ----- Term Loans to the full extent thereof and second after the second ------ anniversary of the Closing Date the Acquisition Loans, and third the ----- Revolving Loans. Notwithstanding the foregoing, the Net Cash Proceeds of ~~such Asset Sale; provided that, with respect to~~ Specified Asset Sales ~~which do~~ shall not ~~include~~ be required to prepay Loans as set forth above to the ~~sale of a Financed Aircraft,~~ extent that and so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds are ~~not reinvested pursuant to clause~~ (~~i), Company may retain Net Cash Proceeds in respect~~ x) within 180 days of receipt of such ~~Asset Sales of up to $10 million in any Fiscal Year and $20 million~~ proceeds, reinvested in the ~~aggregate~~business of the Company and the Subsidiaries or, (y) within 180 days of receipt of such proceeds committed for reinvestment and reinvested within 300 days of receipt of such proceeds in the business of the Company and the Subsidiaries, and (z) the aggregate principal amount of all such proceeds not so reinvested at any time does not exceed $10,000,000; provided ~~further that, with respect to~~ that any ~~Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds~~ such funds in excess of ~~the amount equal~~ $10,000,000 not -------- so committed or reinvested shall be used to ~~the sum of (x) the amount~~ make prepayments as required pursuant to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisersthis subsection 2.4B(iii)(a). Concurrently with any prepayment of the Loans and/or reduction of the applicable Commitments pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price ~~thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)~~thereof. In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment or a reduction of the applicable Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the applicable Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make an additional prepayment of the Loans (and, if applicable, the applicable Commitments shall be permanently reduced), in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' ~~Certificate~~ Certifi- cate demonstrating the derivation of the additional Net Cash Proceeds resulting in such ~~deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)~~deficit. Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be further applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreement.

Appears in 1 contract

Samples: Credit Agreement (Afc Enterprises Inc)

Common use of Prepayments and Reductions from Asset Sales Clause in Contracts