Prepayments, Etc. (a) The applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (but subject to Section 2.16), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with Section 2.10(e), provided that such optional prepayments of the Term Loans shall be applied to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments in respect of the Term Loans. (b) In the event and on such occasion that the Revolving Facility Credit Exposure exceeds (x) 105% of the total Revolving Facility Commitments solely as a result of currency fluctuations or (y) the total Revolving Facility Commitments (other than as a result of currency fluctuations), the Borrowers under the Revolving Facility shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(k)) made to such Borrowers, in an aggregate amount equal to the amount by which the Revolving Facility Credit Exposure exceeds the total Revolving Facility Commitments. (c) Holdings shall cause (i) an amount equal to all Net Proceeds (rounded down to the nearest Borrowing Multiple) promptly upon receipt thereof to be used to prepay Term Loans in accordance with Section 2.10(c) and (ii) an amount equal to the Remaining Note Amount (rounded down to the nearest Borrowing Multiple) to be used to prepay Term Loans in accordance with Section 2.10(c) on the date three months after the Effective Date to the extent not previously used to redeem the Remaining Notes. (d) On any day on which the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such time, CAC and the Company on a joint and several basis agree to pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents first, to be used to repay any outstanding CL Loans, with any remaining cash and/or Cash Equivalents to be held as security for all obligations of the respective CL Borrower to the Issuing Lenders and the CL Lenders hereunder in respect of CL Letters of Credit in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Celanese CORP), Credit Agreement (Celanese CORP)
Prepayments, Etc. OF DEBT. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt, other than the prepayment of the Advances in accordance with the terms of this Agreement, or amend, modify or change in any manner any term or condition of any Debt or Subordinated Debt, or make any payment of principal, interest or any other amount in respect of any Debt issued by Parent Borrower or any of its Subsidiaries pursuant to clause (aG) The applicable Borrower of Section 5.02(b)(iii) if a Default or Event of Default shall have occurred and be continuing at the right at time of such payment or would occur after giving effect thereto, or permit any time and from time of its Subsidiaries to time do any of the foregoing other than to prepay any Borrowing Debt payable to either Borrower. Notwithstanding anything to the contrary otherwise set forth in whole or in part, without premium or penalty (but subject to this Section 2.165.02(k), IXnet and its Subsidiaries may permanently prepay Debt comprised of Obligations of such Persons as lessee under Capitalized Leases in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, to exceed the amount outstanding, subject equal to prior notice in accordance with Section 2.10(e), provided that such optional prepayments of the Term Loans shall be applied to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments in respect of the Term Loans.
(b) In the event and on such occasion that the Revolving Facility Credit Exposure exceeds (x) 105% of the total Revolving Facility Commitments solely as a result of currency fluctuations or IPO Net Cash Proceeds, MINUS (y) the total Revolving Facility Commitments (other than as a result aggregate amount of currency fluctuations), the Borrowers under the Revolving Facility shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent Investments made pursuant to clause (ix) of Section 2.05(k)5.02(f) made to such Borrowers, in an MINUS (z) the aggregate amount equal of Capital Expenditures made pursuant to clause (ii) of Section 5.02(r); PROVIDED, THAT, (a) such prepayments of Capitalized Leases are funded solely from the amount by which the Revolving Facility Credit Exposure exceeds the total Revolving Facility Commitments.
IPO Net Cash Proceeds, (b) both before and after giving effect thereto no Default shall have occurred and be continuing and (c) Holdings shall cause such prepayments of Capitalized Leases are permitted as permanent repayments of unsubordinated Indebtedness (ias such term is defined in the Senior Notes Indenture) an amount equal to all Net Proceeds under clause (rounded down to the nearest Borrowing MultipleA) promptly upon receipt thereof to be used to prepay Term Loans in accordance with of Section 2.10(c) and (ii) an amount equal to the Remaining Note Amount (rounded down to the nearest Borrowing Multiple) to be used to prepay Term Loans in accordance with Section 2.10(c) on the date three months after the Effective Date to the extent not previously used to redeem the Remaining Notes.
(d) On any day on which the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such time, CAC and the Company on a joint and several basis agree to pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents first, to be used to repay any outstanding CL Loans, with any remaining cash and/or Cash Equivalents to be held as security for all obligations 4.11 of the respective CL Borrower to the Issuing Lenders and the CL Lenders hereunder in respect of CL Letters of Credit in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative AgentSenior Notes Indenture.
Appears in 1 contract
Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness subordinated in right of payment to the Obligations (collectively, “Junior Financing”) or the Senior Notes, except (a) The applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (but subject to Section 2.16), in an aggregate principal amount that is an integral multiple prepayment of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice Credit Extensions in accordance with Section 2.10(e)the terms of this Agreement, provided that such optional prepayments of the Term Loans shall be applied to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments in respect of the Term Loans.
(b) In the event regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and on refinancings and refundings of such occasion that the Revolving Facility Credit Exposure exceeds Indebtedness in compliance with Section 7.02(e), (c) refinancings and refundings of Indebtedness permitted under Sections 7.02 in compliance with Section 7.02, (d) so long as (x) 105% no Default or Event of the total Revolving Facility Commitments solely as a result of currency fluctuations or Default has occurred and is continuing and (y) the total Revolving Facility Commitments (other than as Borrower and its Subsidiaries shall be in compliance on a result Pro Forma Basis with all of currency fluctuations)the covenants set forth in Section 7.11, such compliance to be determined on the Borrowers under basis of the Revolving Facility shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 2.05(k)6.01(a) or (b) as though such payment had been made to as of the first day of the fiscal period covered thereby, commencing in fiscal year 2014, the Borrower and its Subsidiaries may make any such Borrowers, payments in an aggregate amount equal to the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (d), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the Available Amount immediately prior to such election and the amount by thereof elected to be so applied and (e) after December 31, 2013, the prepayment of the Senior Notes or any Junior Financing so long as the Consolidated Senior Secured Leverage Ratio does not exceed 3.25 to 1.00 as of the most recently completed period for which the Revolving Facility Credit Exposure exceeds the total Revolving Facility Commitments.
(c) Holdings shall cause (i) an amount equal to all Net Proceeds (rounded down to the nearest Borrowing Multiple) promptly upon receipt thereof to be used to prepay Term Loans in accordance with financial statements required by Section 2.10(c6.01(a) and (iib) an amount equal to the Remaining Note Amount (rounded down to the nearest Borrowing Multiple) were required to be used delivered after giving effect to prepay Term Loans in accordance with Section 2.10(c) on the date three months after the Effective Date to the extent not previously used to redeem the Remaining Notes.
(d) On any day on which the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such time, CAC prepayment and the Company proceeds of any Indebtedness incurred in connection with or substantially simultaneously with such prepayment on a joint and several basis agree to pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents first, to be used to repay any outstanding CL Loans, with any remaining cash and/or Cash Equivalents to be held as security for all obligations of the respective CL Borrower to the Issuing Lenders and the CL Lenders hereunder in respect of CL Letters of Credit in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative AgentPro Forma Basis.
Appears in 1 contract
Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (ait being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted), any subordinated Indebtedness incurred under Sections 7.03(a) The applicable Borrower shall have or any other Indebtedness that is or is required to be subordinated to the right at Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any time and from time payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to time the extent such Indebtedness constitutes a Permitted Refinancing), to the extent not required to prepay any Borrowing in whole or in part, without premium or penalty (but subject Loans pursuant to Section 2.162.05(b), in an aggregate principal amount that is an integral multiple or the prepayment thereof with Declined Proceeds, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the Borrowing Multiple Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent permitted by the Collateral Documents, (iv) [reserved] and not less than the Borrowing Minimum or(v) prepayments, if lessredemptions, the amount outstandingpurchases, subject to prior notice in accordance with Section 2.10(e), provided that such optional prepayments of the Term Loans shall be applied to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the Term Loans.
aggregate amount of (b1) In Restricted Payments made pursuant to Section 7.06(o) and (2) loans and advances to Holdings made pursuant to Section 7.02(n), not to exceed the event sum of (A) the greater of $75,000,000 and on such occasion that the Revolving Facility Credit Exposure exceeds (x) 1052% of the total Revolving Facility Commitments solely as a result of currency fluctuations or Total Assets, (yB) the total Revolving Facility Commitments amount of the Net Cash Proceeds of Permitted Equity Issuances contributed to the Borrower that are Not Otherwise Applied, (C) if, as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other than as a result of currency fluctuationspayments), the Borrowers under the Revolving Facility shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral Borrower is in an account compliance with the Administrative Agent pursuant Senior Secured Leverage Test, without duplication of clause (B) above, the Available Amount that is Not Otherwise Applied and (D) Declined Proceeds; provided, that the restrictions in this clause (a) shall not apply to Section 2.05(k)) made to such Borrowersany prepayment, in an aggregate amount equal redemption, purchase, defeasance or any other satisfaction of any Junior Financing consummated within a period of 12 months prior to the amount by which the Revolving Facility Credit Exposure exceeds the total Revolving Facility Commitments.
(c) Holdings shall cause (i) an amount equal scheduled maturity thereof, so long as such Junior Financing is scheduled to all Net Proceeds (rounded down mature prior to the nearest Borrowing Multiple) promptly upon receipt thereof to be used to prepay Term Loans in accordance with Section 2.10(c) and (ii) an amount equal to the Remaining Note Amount (rounded down to the nearest Borrowing Multiple) to be used to prepay Term Loans in accordance with Section 2.10(c) on the date three months after the Effective Date to the extent not previously used to redeem the Remaining NotesMaturity Date.
(d) On any day on which the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such time, CAC and the Company on a joint and several basis agree to pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents first, to be used to repay any outstanding CL Loans, with any remaining cash and/or Cash Equivalents to be held as security for all obligations of the respective CL Borrower to the Issuing Lenders and the CL Lenders hereunder in respect of CL Letters of Credit in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent.
Appears in 1 contract
Prepayments, Etc. (a) The applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (but subject to Section 2.16), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with Section 2.10(e), provided that (i) such optional prepayments of the Term Loans shall be applied to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments in respect of the Term Loans, (ii) all such prepayments shall be made with respect to Dollar Term Loans and the Euro Term Loans in accordance with the TL Repayment Ratio and (iii) if Bidco is a DD Borrower, all such prepayments of Term Loans shall be made on the TL Borrower Pro Rata Basis.
(b) In the event and on such occasion that the Revolving Facility Credit Exposure exceeds (x) 105% of the total Revolving Facility Commitments solely as a result of currency fluctuations or (y) the total Revolving Facility Commitments (other than as a result of currency fluctuations), the Borrowers under the Revolving Facility shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(k)) made to such Borrowers, in an aggregate amount equal to the amount by which the Revolving Facility Credit Exposure exceeds the total Revolving Facility Commitments.
(c) Holdings shall cause (i) an amount equal to all Net Proceeds (rounded down to the nearest Borrowing Multiple) promptly upon receipt thereof to be used to prepay Term Loans (other than, if prior to the DD Termination Date, C Term Loans) in accordance with paragraph (c) of Section 2.10(c2.10.
(d) Not later than 90 days after the end of each Excess Cash Flow Period, Holdings shall calculate Excess Cash Flow for such Excess Cash Flow Period and (ii) shall cause an amount equal to the Remaining Note Amount (rounded down to the nearest Borrowing Multiple) Required Percentage of such Excess Cash Flow to be used to prepay Term Loans (other than, if prior to the DD Termination Date, C Term Loans) in accordance with paragraph (c) of Section 2.10(c) on 2.10. Not later than the date three months after the Effective Date on which Holdings is required to deliver financial statements with respect to the extent not previously used end of each Excess Cash Flow Period under Section 5.04(a), Holdings will deliver to redeem the Remaining NotesAdministrative Agent a certificate signed by a Financial Officer of Holdings setting forth the amount, if any, of Excess Cash Flow for such fiscal year and the calculation thereof in reasonable detail.
(de) On any day on which the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such time, CAC and the Company on a joint and several basis agree to pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents first, to be used to repay any outstanding CL Loans, with any remaining cash and/or Cash Equivalents to be held as security for all obligations of the respective CL Borrower to the Issuing Lenders and the CL Lenders hereunder in respect of CL Letters of Credit in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Celanese CORP)
Prepayments, Etc. (a) The applicable Borrower shall have the right at any time and from time to time on and after the Permitted Prepayment Date to prepay any Borrowing in whole or in part, without premium (except as provided below) or penalty (but subject to Section 2.162.14), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with Section 2.10(e2.08(d), provided PROVIDED that such optional all prepayments of principal made prior to the Term Loans third anniversary of the Closing Date shall be applied to reduce on a pro rata basis (based on the amount made at 101% of such amortization payments) the remaining scheduled amortization payments in respect of the Term Loansprincipal amount.
(b) In Holdings and the event and on such occasion that the Revolving Facility Credit Exposure exceeds (x) 105Borrower shall apply all Net Proceeds promptly upon receipt thereof to prepay Term Loans C at a price equal to 100% of the total Revolving Facility Commitments solely as a result principal amount being repaid in accordance with paragraph (b) of currency fluctuations or (y) the total Revolving Facility Commitments (other than as a result of currency fluctuations), the Borrowers under the Revolving Facility shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(k)) made to such Borrowers, in an aggregate amount equal to the amount by which the Revolving Facility Credit Exposure exceeds the total Revolving Facility Commitments2.08.
(c) Not later than 90 days after the end of each Excess Cash Flow Period, Holdings shall cause (i) an amount equal to all Net Proceeds (rounded down to the nearest Borrowing Multiple) promptly upon receipt thereof to be used to prepay Term Loans in accordance with Section 2.10(c) calculate Excess Cash Flow for such Excess Cash Flow Period and (ii) shall apply an amount equal to the Remaining Note Amount (rounded down to the nearest Borrowing Multiple) to be used Required Percentage of such Excess Cash Flow to prepay Term Loans C at a price equal to 100%) of the principal amount being repaid in accordance with paragraph (b) of Section 2.10(c) on 2.08. Not later than the date three months after the Effective Date on which Holdings is required to deliver financial statements with respect to the extent not previously used to redeem the Remaining Notes.
(d) On any day on which the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such timeend of each Excess Cash Flow Period under Section 5.04(a), CAC and the Company on a joint and several basis agree to pay Holdings will deliver to the Administrative Agent at a certificate signed by a Financial Officer of Holdings setting forth the Payment Office on amount, if any, of Excess Cash Flow for such day an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents first, to be used to repay any outstanding CL Loans, with any remaining cash and/or Cash Equivalents to be held as security for all obligations of the respective CL Borrower to the Issuing Lenders Period and the CL Lenders hereunder calculation thereof in respect of CL Letters of Credit in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agentreasonable detail.
Appears in 1 contract
Samples: Loan Agreement (Celanese CORP)
Prepayments, Etc. of Indebtedness.
(a) The applicable Borrower shall have not, nor shall the Borrower permit any of the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right at of payment or as to Collateral, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any time and from time payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to time the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Borrowing in whole or in part, without premium or penalty (but subject Loans pursuant to Section 2.162.05(b), in an aggregate principal amount that is an integral multiple (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the Borrowing Multiple Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with Section 2.10(e), provided that such optional prepayments of the Term Loans shall be applied to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization other payments in respect of Junior Financings in an aggregate amount not to exceed, when combined with the Term Loansamount of Restricted Payments pursuant to Section 7.06(h), (x) 3.00% of Total Assets plus (y) so long as the Fixed Charge Coverage Ratio on a consolidated basis for the Borrower and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding such date is at least 2.00 to 1.00, determined on a pro forma basis, the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this paragraph and (v) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower and its Restricted Subsidiaries may make prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 4.00 to 1.00.
(b) In the event and on such occasion that the Revolving Facility Credit Exposure exceeds (x) 105% The Borrower shall not, nor shall it permit any of the total Revolving Facility Commitments solely as a result Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of currency fluctuations the Lenders any term or (y) condition of any Junior Financing Documentation without the total Revolving Facility Commitments (other than as a result consent of currency fluctuations), the Borrowers under the Revolving Facility shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(k(which consent shall not be unreasonably withheld, conditioned or delayed)) made to such Borrowers, in an aggregate amount equal to the amount by which the Revolving Facility Credit Exposure exceeds the total Revolving Facility Commitments.
(c) Holdings shall cause (i) an amount equal to all Net Proceeds (rounded down to the nearest Borrowing Multiple) promptly upon receipt thereof to be used to prepay Term Loans in accordance with Section 2.10(c) and (ii) an amount equal to the Remaining Note Amount (rounded down to the nearest Borrowing Multiple) to be used to prepay Term Loans in accordance with Section 2.10(c) on the date three months after the Effective Date to the extent not previously used to redeem the Remaining Notes.
(d) On any day on which the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such time, CAC and the Company on a joint and several basis agree to pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents first, to be used to repay any outstanding CL Loans, with any remaining cash and/or Cash Equivalents to be held as security for all obligations of the respective CL Borrower to the Issuing Lenders and the CL Lenders hereunder in respect of CL Letters of Credit in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent.
Appears in 1 contract
Prepayments, Etc. of Indebtedness.
(a) The applicable Borrower shall have not, nor shall the Borrower permit any of the Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted), any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is or is required to be subordinated, in right at of payment or as to Collateral, to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any time and from time payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to time the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Borrowing in whole or in part, without premium or penalty (but subject Loans pursuant to Section 2.162.05(b), in an aggregate principal amount that is an integral multiple (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the Borrowing Multiple Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note and, (iv) prepayments, redemptions, purchases, defeasances and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with Section 2.10(e), provided that such optional prepayments of the Term Loans shall be applied to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when combined with the Term Loansamount of Restricted Payments pursuant to Section 7.06(h), (x) 3.00% of Total Assets plus (y) so long as the Fixed Charge Coverage Ratio on a consolidated basis for the Borrower and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding such date is at least 2.00 to 1.00, determined on a pro forma basis, the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this paragraph. and (v) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower and its Restricted Subsidiaries may make prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 4.00 to 1.00.
(b) In the event and on such occasion that the Revolving Facility Credit Exposure exceeds (x) 105% The Borrower shall not, nor shall it permit any of the total Revolving Facility Commitments solely as a result Restricted Subsidiaries to amend, modify or change in any manner materially adverse to the interests of currency fluctuations the Lenders any term or (y) condition of any Junior Financing Documentation without the total Revolving Facility Commitments (other than as a result consent of currency fluctuations), the Borrowers under the Revolving Facility shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(k(which consent shall not be unreasonably withheld, conditioned or delayed)) made to such Borrowers, in an aggregate amount equal to the amount by which the Revolving Facility Credit Exposure exceeds the total Revolving Facility Commitments.
(c) Holdings shall cause (i) an amount equal to all Net Proceeds (rounded down to the nearest Borrowing Multiple) promptly upon receipt thereof to be used to prepay Term Loans in accordance with Section 2.10(c) and (ii) an amount equal to the Remaining Note Amount (rounded down to the nearest Borrowing Multiple) to be used to prepay Term Loans in accordance with Section 2.10(c) on the date three months after the Effective Date to the extent not previously used to redeem the Remaining Notes.
(d) On any day on which the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such time, CAC and the Company on a joint and several basis agree to pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents first, to be used to repay any outstanding CL Loans, with any remaining cash and/or Cash Equivalents to be held as security for all obligations of the respective CL Borrower to the Issuing Lenders and the CL Lenders hereunder in respect of CL Letters of Credit in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent.
Appears in 1 contract
Prepayments, Etc. (a) The applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (but subject to Section 2.16), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with Section 2.10(e), provided PROVIDED that such optional prepayments of the Term Loans shall be applied to reduce on a pro rata PRO RATA basis (based on the amount of such amortization payments) the remaining scheduled amortization payments in respect of the Term Loans.
(b) In the event and on such occasion that the Revolving Facility Credit Exposure exceeds (x) 105% of the total Revolving Facility Commitments solely as a result of currency fluctuations or (y) the total Revolving Facility Commitments (other than as a result of currency fluctuations), the Borrowers under the Revolving Facility shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(k)) made to such Borrowers, in an aggregate amount equal to the amount by which the Revolving Facility Credit Exposure exceeds the total Revolving Facility Commitments.
(c) Holdings and the Term Borrower shall cause (i) an amount equal to apply all Net Proceeds (rounded down to the nearest Borrowing Multiple) promptly upon receipt thereof to be used to prepay Term Loans Borrowings in accordance with paragraph (c) of Section 2.10(c2.10.
(d) Not later than 90 days after the end of each Excess Cash Flow Period, Holdings shall calculate Excess Cash Flow for such Excess Cash Flow Period and (ii) shall apply an amount equal to the Remaining Note Amount (rounded down to the nearest Borrowing Multiple) to be used Required Percentage of such Excess Cash Flow to prepay Term Loans Borrowings in accordance with paragraph (c) of Section 2.10(c) on 2.10. Not later than the date three months after the Effective Date on which Holdings is required to deliver financial statements with respect to the extent not previously used end of each Excess Cash Flow Period under Section 5.04(a), Holdings will deliver to redeem the Remaining NotesAdministrative Agent a certificate signed by a Financial Officer of Holdings setting forth the amount, if any, of Excess Cash Flow for such fiscal year and the calculation thereof in reasonable detail.
(de) On any day on which the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such time, CAC (or after the Restructuring Date, CAC and the Company Term Borrower on a joint and several basis agree basis) agrees to pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents first, to be used to repay any outstanding CL Loans, with any remaining cash and/or Cash Equivalents to be held as security for all obligations of the respective CL Borrower to the Issuing Lenders and the CL Lenders hereunder in respect of CL Letters of Credit in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Celanese CORP)
Prepayments, Etc. of Indebtedness.
(a) The applicable Borrower (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall have be permitted) any Permitted Subordinated Notes or any other Indebtedness that is subordinated to the right at any time Obligations expressly by its terms (other than Indebtedness among the Company and from time to time to prepay any Borrowing in whole or in partits Restricted Subsidiaries) (collectively, without premium or penalty (but subject to Section 2.16“Junior Financing”), except (A) the refinancing thereof with the Net Cash Proceeds (as defined in an aggregate principal amount that is an integral multiple the CF Credit Agreement) of any Permitted Refinancing, (B) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Borrowing Multiple and not less than Company or any of its direct or indirect parents, (C) the Borrowing Minimum or, if lessprepayment of Indebtedness of the Company or any Restricted Subsidiary owed to Holdings, the amount outstandingCompany or a Restricted Subsidiary or the prepayment of any Permitted Subordinated Notes issued by the Company or any Restricted Subsidiary to Holdings, subject to prior notice in accordance the Company or any Restricted Subsidiary or the prepayment of any Junior Financing with the proceeds of any other Junior Financing otherwise permitted by Section 2.10(e)7.03, provided that such optional prepayments of (D) so long as the Term Loans shall be applied to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization Payment Conditions have been satisfied, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity and (E) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity that do not exceed in the Term Loansaggregate at any time outstanding $5.0 million; or (ii) make any payment in violation of any subordination terms of any Junior Financing Documentation.
(b) In Amend, modify or change in any manner materially adverse to the event and on such occasion that the Revolving Facility Credit Exposure exceeds (x) 105% interests of the total Revolving Facility Commitments solely as a result Lenders any term or condition of currency fluctuations or (y) any Junior Financing Documentation without the total Revolving Facility Commitments (other than as a result consent of currency fluctuations), the Borrowers under the Revolving Facility shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(k)) made to such Borrowers, in an aggregate amount equal to the amount by which the Revolving Facility Credit Exposure exceeds the total Revolving Facility Commitments.
(c) Holdings shall cause (i) an amount equal to all Net Proceeds (rounded down to the nearest Borrowing Multiple) promptly upon receipt thereof not to be used to prepay Term Loans in accordance with Section 2.10(c) and (ii) an amount equal to the Remaining Note Amount (rounded down to the nearest Borrowing Multiple) to be used to prepay Term Loans in accordance with Section 2.10(c) on the date three months after the Effective Date to the extent not previously used to redeem the Remaining Notesunreasonably withheld or delayed).
(d) On any day on which the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such time, CAC and the Company on a joint and several basis agree to pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents first, to be used to repay any outstanding CL Loans, with any remaining cash and/or Cash Equivalents to be held as security for all obligations of the respective CL Borrower to the Issuing Lenders and the CL Lenders hereunder in respect of CL Letters of Credit in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Avaya Inc)
Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (ait being understood that payments of regularly scheduled interest shall be permitted) The applicable Borrower any Permitted Subordinated Indebtedness or make any payment in violation of any subordination terms of any Permitted Subordinated Indebtedness, except (i) the refinancing thereof with the proceeds of any Permitted Subordinated Indebtedness or with the proceeds of any issuance of Equity Interests (other than Disqualified Equity Interests) of any Consolidated Company, (ii) the conversion of any Permitted Subordinated Indebtedness to Equity Interests (other than Disqualified Equity Interests) and (iii) so long as no Event of Termination has occurred and is continuing or would result therefrom, prepayments, redemptions or repurchases of Permitted Subordinated Indebtedness if after giving effect to such prepayment, redemption or repurchase, the Leverage Ratio, calculated on a Pro Forma Basis, shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty not be greater than 3.25:1 (but subject to Section 2.16)and, in an aggregate principal amount that is an integral multiple the case of the Borrowing Multiple and not less than the Borrowing Minimum orany such prepayment, if less, the amount outstanding, subject redemption or repurchase pursuant to prior notice in accordance with Section 2.10(e), provided that such optional prepayments of the Term Loans shall be applied to reduce on a pro rata basis this clause (based on the amount of such amortization paymentsiii) the remaining scheduled amortization payments in respect of aggregate principal amounts exceeding $25,000,000 in any fiscal year, evidenced by a certificate from a Responsible Officer of FNIS demonstrating such compliance calculation in reasonable detail). , JPMorgan Chase Bank, N.A., as Agent [ ] Attention: Re: the Term Loans.
Receivables Purchase Agreement dated as of October 1, 2009 (bthe “Receivables Purchase Agreement”) In the event and on such occasion that the Revolving Facility Credit Exposure exceeds (x) 105% of the total Revolving Facility Commitments solely among FIS Receivables SPV, LLC, Fidelity National Information Services, Inc., as a result of currency fluctuations or (y) the total Revolving Facility Commitments (other than as a result of currency fluctuations)servicer, the Borrowers under parties serving as receivables administrators, the Revolving Facility shall prepay Revolving Facility Borrowingspurchasers party thereto, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (orand JPMorgan Chase Bank, if no such Borrowings are outstandingN.A., deposit cash as collateral in an account with the Administrative Agent pursuant to Section 2.05(k)) agent and administrative agent Ladies and Gentlemen: Reference is made to such Borrowers, in an aggregate amount equal to the amount by which the Revolving Facility Credit Exposure exceeds the total Revolving Facility Commitments.
(c) Holdings shall cause (i) an amount equal to all Net Proceeds (rounded down to the nearest Borrowing Multiple) promptly upon receipt thereof to be used to prepay Term Loans in accordance with Section 2.10(c) Receivables Purchase Agreement and (ii) an amount equal to the Remaining Note Amount Guaranty Agreement dated as of October 1, 2009, made by the Subsidiary Guarantors party thereto in favor of the Guaranteed Parties described therein (rounded down to the nearest Borrowing Multiple) to be used to prepay Term Loans such Guaranty Agreement, as in accordance with Section 2.10(c) effect on the date three months after the Effective Date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to the extent not previously used to redeem the Remaining Notes.
(d) On any day on which the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such time, CAC together with this Guaranty Supplement (this “Guaranty Supplement”), being the “Guaranty”). The capitalized terms defined in the Guaranty or in the Receivables Purchase Agreement and the Company on a joint and several basis agree to pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents first, to be not otherwise defined herein are used to repay any outstanding CL Loans, with any remaining cash and/or Cash Equivalents to be held herein as security for all obligations of the respective CL Borrower to the Issuing Lenders and the CL Lenders hereunder in respect of CL Letters of Credit in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agenttherein defined.
Appears in 1 contract
Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness, except (a) The applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (but subject to Section 2.16), in an aggregate principal amount that is an integral multiple prepayment of the Borrowing Multiple Credit Extensions in accordance with the terms of this Agreement and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice (b) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Sections7.02(e) and (c) any Net Cash Proceeds in accordance with Section 2.10(e), provided that such optional 2.05(c) and the mandatory prepayment provisions of the Second Lien Credit Agreement and (d) prepayments of Second Lien Loans in accordance with the Term Loans shall be applied terms of the Second Lien Credit Agreement (x) not to reduce on a pro rata basis exceed cumulative Excess Cash Flow (based on less (i) the amount of any expenditures excluded from the definition of “Capital Expenditures” pursuant to clause (a) of the proviso in such amortization paymentsdefinition, (ii) the remaining scheduled amortization payments in aggregate amount of Restricted Payments made pursuant to Section 7.06(g) and (iii) the aggregate amount applied to prepay Loans pursuant to Section 2.05(b)(i) or, with respect to the any fiscal year for which a prepayment of Loans pursuant to Section 2.05(b)(i) is not yet due and payable, that would be required to prepay Loans pursuant to Section 2.05(b)(i) on the basis of Excess Cash Flow accumulated during such fiscal year and Holdings’ Consolidated Leverage Ratio through or as of the Term date of any proposed prepayment of Second Lien Loans.
(b) In in the event and on such occasion that the Revolving Facility Credit Exposure exceeds (x) 105% of the total Revolving Facility Commitments solely as a result of currency fluctuations aggregate or (y) the total Revolving Facility Commitments (other than so long as a result of currency fluctuations), the Borrowers under the Revolving Facility shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(k)) made after giving effect to such Borrowersprepayment or a pro forma basis, in an aggregate amount equal to the amount by which the Revolving Facility Credit Exposure exceeds the total Revolving Facility CommitmentsHoldings’ Consolidated Leverage Ratio is not greater than 3.75:1.00.
(c) Holdings shall cause (i) an amount equal to all Net Proceeds (rounded down to the nearest Borrowing Multiple) promptly upon receipt thereof to be used to prepay Term Loans in accordance with Section 2.10(c) and (ii) an amount equal to the Remaining Note Amount (rounded down to the nearest Borrowing Multiple) to be used to prepay Term Loans in accordance with Section 2.10(c) on the date three months after the Effective Date to the extent not previously used to redeem the Remaining Notes.
(d) On any day on which the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such time, CAC and the Company on a joint and several basis agree to pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents first, to be used to repay any outstanding CL Loans, with any remaining cash and/or Cash Equivalents to be held as security for all obligations of the respective CL Borrower to the Issuing Lenders and the CL Lenders hereunder in respect of CL Letters of Credit in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent.
Appears in 1 contract
Samples: First Lien Credit Agreement (RiskMetrics Group Inc)
Prepayments, Etc. of Indebtedness. Make any unscheduled payment or prepayment of principal or interest (or any comparable unscheduled reduction of principal or yield provision, or payment of fees) on any Subordinated Indebtedness (including, without limitation, any redemption, defeasance, setting aside of funds for a sinking, defeasance or another analogous fund, cancellation, forgiveness, repurchase, receive an assignment of, or otherwise cause any of the foregoing or enter into any other transaction which accomplishes a like result, including pursuant to any change of control, sale of assets, issuance of any equity or otherwise as may be set forth in the terms of or available to the Borrower or any of its Subsidiaries at its option), except:
(a) The applicable so long as there exists no Default prior to and/or after giving effect to each such payment or prepayment, the Borrower shall have and the right at any time and from time Restricted Subsidiaries may make such payment or prepayment in an amount not to time to prepay any Borrowing in whole or in partexceed the Available Amount; provided that, without premium or penalty (but subject to for purposes of this Section 2.167.18(a), if, after giving effect to such payment or prepayment, the Total Net Leverage Ratio for the applicable Measurement Period (with the Total Net Leverage Ratio for such purpose being calculated on a Pro Forma Basis) (A) after giving effect to the making of such payment or prepayment and any Indebtedness incurred in an aggregate principal connection therewith and (B) excluding the proceeds of such Indebtedness in the determination of unrestricted Cash and Cash Equivalents, is greater than 4.00 to 1.00, the Available Amount, for purposes of this Section 7.18(a), shall exclude any amount that is an integral multiple set forth in clause (a)(i) of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with Section 2.10(e), provided that such optional prepayments definition of the Term Loans shall be applied to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments in respect of the Term Loans.“Available Amount”;
(b) In so long as (i) there exists no Default prior to and/or after giving effect to each such payment or prepayment and (ii) after giving effect to such payment or prepayment, the event Total Net Leverage Ratio for the applicable Measurement Period (with the Total Net Leverage Ratio for such purpose being calculated on a Pro Forma Basis (A) after giving effect to the making of such payment or prepayment and on any Indebtedness incurred in connection therewith and (B) excluding the proceeds of such occasion that Indebtedness in the Revolving Facility Credit Exposure exceeds (x) 105% determination of the total Revolving Facility Commitments solely as a result of currency fluctuations or (y) the total Revolving Facility Commitments (other than as a result of currency fluctuationsunrestricted cash and Cash Equivalents), is less than or equal to 3.50 to 1.00, the Borrowers under the Revolving Facility shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (or, if no Borrower and its Restricted Subsidiaries may make such Borrowings are outstanding, deposit cash collateral payments or and prepayments in an account with the Administrative Agent pursuant to Section 2.05(k)) made to such Borrowers, in an aggregate amount equal to the amount by which the Revolving Facility Credit Exposure exceeds the total Revolving Facility Commitments.unlimited amount;
(c) Holdings shall cause [reserved];
(id) prepayments of Indebtedness, so long as, immediately after giving effect thereto, the aggregate amount of such prepayments of Indebtedness made in reliance on this clause (d) does not exceed an amount equal to all Net Proceeds $30,000,000 plus for each anniversary of the Closing Date that has occurred an additional $10,000,000, minus the amount of Restricted Payments made utilizing Section 7.06(h) hereof;
(rounded down e) prepayments of Indebtedness owing by (i) any Restricted Subsidiary to the nearest Borrowing Multiple) promptly upon receipt thereof to be used to prepay Term Loans in accordance with Section 2.10(c) Borrower or any other Restricted Subsidiary and (ii) an amount equal the Borrower to any Restricted Subsidiary that is a Guarantor;
(f) prepayments of Indebtedness in connection with refinancings otherwise permitted under this Agreement; and
(g) so long as (i) there exists no Default prior to and/or after giving effect thereto and (ii) the proceeds from the sale of such Equity Interests of the Borrower (A) are not from the sale of Disqualified Stock, (B) have not been used, or are not being held for use, for another purpose, and (C) are not being added to the Remaining Note calculation of Available Amount (rounded down to the nearest Borrowing Multiple) to be used to prepay Term Loans in accordance with Section 2.10(c) on the date three months after the Effective Date through any mechanism of this Agreement, prepayments of Indebtedness solely to the extent not previously used to redeem such prepayments are made using the Remaining Notes.
(d) On any day on which proceeds from the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such time, CAC and the Company on a joint and several basis agree to pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount sale of such excess, such cash and/or Cash Equivalents first, to be used to repay any outstanding CL Loans, with any remaining cash and/or Cash Equivalents to be held as security for all obligations Equity Interests of the respective CL Borrower to the Issuing Lenders and the CL Lenders hereunder in respect of CL Letters of Credit in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative AgentBorrower.
Appears in 1 contract
Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt, except (a) The applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (but subject to Section 2.16), in an aggregate principal amount that is an integral multiple prepayment of the Borrowing Multiple Loans and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice Letters of Credit in accordance with Section 2.10(e), provided that such optional prepayments the terms of the Term Loans shall be applied to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments in respect of the Term Loans.
this Agreement; (b) In the event regularly scheduled or required repayments or redemptions of Debt set forth in Schedule 10.2.2 and on refinancings and refundings of such occasion that the Revolving Facility Credit Exposure exceeds (x) 105% of the total Revolving Facility Commitments solely as a result of currency fluctuations or (y) the total Revolving Facility Commitments (other than as a result of currency fluctuationsDebt in compliance with Section 10.2.2(d), the Borrowers under the Revolving Facility shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(k)) made to such Borrowers, in an aggregate amount equal to the amount by which the Revolving Facility Credit Exposure exceeds the total Revolving Facility Commitments.
; (c) Holdings shall cause prepayments, redemptions or repurchases of Senior High Yield Notes under each Senior High Yield Indenture and prepayments, redemptions or repurchases of any Subordinated Debt so long as (i) an amount equal to all Net Proceeds (rounded down to no Default or Event of Default shall have occurred and be continuing at the nearest Borrowing Multiple) promptly upon receipt thereof to be used to prepay Term Loans in accordance with Section 2.10(c) time of such prepayment or would result therefrom; and (ii) an amount either (A) Liquidity (after giving pro forma effect to such prepayment both as of the proposed date of such prepayment and during the thirty (30) consecutive day period immediately preceding the proposed date of such prepayment) is greater than or equal to twenty percent (20%) of the Remaining Note Amount Line Cap (rounded down after giving pro forma effect to such prepayment), or (B) (1) Liquidity (after giving pro forma effect to such prepayment both as of the nearest Borrowing Multipleproposed date of such prepayment and during the thirty (30) consecutive day period immediately preceding the proposed date of such prepayment) is greater than or equal to be used fifteen percent (15%) of the Line Cap (after giving pro forma effect to prepay Term Loans in accordance with Section 2.10(csuch prepayment), and (2) on the date three months U.S. Borrower and its Restricted Subsidiaries have a Consolidated Fixed Charge Coverage Ratio of not less than 1.00 : 1.00 (after the Effective Date giving pro forma effect to the extent not previously used to redeem the Remaining Notes.
such prepayment); and (d) On any day on which regularly scheduled or required payments of Other Secured Debt so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of such prepayment or would result therefrom and (ii) the amortization per annum of such Other Secured Debt does not exceed one percent (1%) of the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such time, CAC and the Company on a joint and several basis agree to pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the principal amount of such excessOther Secured Debt. At least ten (10) Business Days prior to making any prepayment pursuant to Section 10.2.14(c), such cash and/or Cash Equivalents first, the Loan Party Agent shall deliver to be used to repay any outstanding CL Loans, with any remaining cash and/or Cash Equivalents to be held as security for all obligations the Agent a certificate signed by a Responsible Officer of the respective CL U.S. Borrower to the Issuing Lenders certifying that such prepayment complies with Section 10.2.14(c) (which shall have attached thereto reasonably detailed backup data and the CL Lenders hereunder in respect of CL Letters of Credit in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agentcalculations showing such compliance).
Appears in 1 contract
Samples: Credit Agreement (Clean Harbors Inc)
Prepayments, Etc. of Indebtedness
(a) The applicable Borrower shall have Make any Restricted Debt Payments (whether in cash, securities or other property) of any Additional Permitted Debt, any Junior Financing (other than the right at Subordinated Contribution Note), any time Excluded Sale-Leaseback or any Permitted Refinancing of the foregoing (collectively, the “Restricted Debt”), except:
(i) Restricted Debt Payments in the form of Equity Interests (so long as no Change of Control would result therefrom) of Holdings or any Intermediate Holding Company, the conversion of such Restricted Debt to Equity Interests (other than Disqualified Equity Interests) of Holdings or any Intermediate Holding Company (as long as no Change of Control would result therefrom);
(ii) payments of principal as and from time to time to prepay when due in respect of any Borrowing in whole or in part, without premium or penalty Restricted Debt (but subject to Section 2.16applicable subordination provisions relating thereto), in an aggregate principal amount that is an integral multiple ;
(iii) Restricted Debt Payments with the Net Cash Proceeds of any Permitted Equity Issuances for the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with Section 2.10(e), provided that purpose of making such optional prepayments of the Term Loans shall be applied to reduce on a pro rata basis payment or prepayment;
(based on the amount of such amortization paymentsiv) the remaining scheduled amortization payments Restricted Debt Payments from any Permitted Refinancing thereof;
(v) Restricted Debt Payments in respect of the Term LoansSubordinated Captive Insurance Note so long as no Default then exists or would arise as a result of the making of such payment and such payments are not restricted by the subordination provisions thereof; and
(vi) in addition to the foregoing Restricted Debt Payments:
(A) additional Restricted Debt Payments, so long as (1) no Default shall exist or would result therefrom and (2) the aggregate amount of such Restricted Debt Payments does not exceed an amount per fiscal year equal to $85,000,000, plus (aa) if Alternate Availability for each of the five days immediately preceding the making of such Restricted Debt Payment and on the date on which such Restricted Debt Payment is made (determined on each such relevant date on a pro forma basis by giving effect to any Loans made or Letters of Credit issued in connection with or in contemplation of such Restricted Debt Payment, the proceeds of which are to be applied to the payment of such Restricted Debt Payment), equals or exceeds the Trigger Amount, the Net Cash Proceeds of Permitted Equity Issuances (other than Specified Equity Contributions) that are Not Otherwise Applied, and (bb) if as of the last day of the Test Period, the Consolidated Fixed Charge Coverage Ratio (calculated on a Pro Forma Basis) is at least 1.10 to 1.00, the Available Amount that is Not Otherwise Applied; and
(B) additional Restricted Debt Payments, so long as (1) no Default shall exist or would result therefrom; (2) on the date such Restricted Debt Payment is made, Pro Forma Excess Availability shall equal or exceed 15.00% of the Loan Cap; (3) if, on the date such Restricted Debt Payment is made, Pro Forma Excess Availability is less than 17.50% of the Loan Cap, then the Consolidated Fixed Charge Coverage Ratio (calculated on a Pro Forma Basis as of the last day of the Test Period) shall be at least 1.10 to 1.00; and (4) the Chief Financial Officer or other financial officer of the Lead Borrower shall have executed and delivered a certificate to the Administrative Agent demonstrating in reasonable detail the satisfaction of each of the conditions set forth in this clause (B);
(C) [reserved];
(D) additional Restricted Debt Payments in the form of payments of principal of Additional Permitted Debt (and any related payment of interest, fees, and expenses which are paid simultaneously) which constitutes senior, unsecured Indebtedness, so long as (1) no Default shall exist or would result therefrom; (2) Alternate Availability (determined on a pro forma basis by giving effect to such Restricted Debt Payment) equals or exceeds the Trigger Amount; and (3) until such time as (x) the Tranche A-1 Commitments have been terminated or have expired, and (y) either fixed assets are not eligible for inclusion in, and are not included in, the calculation of the Borrowing Base, or the amount of availability derived from Eligible Real Property and Eligible Rolling Stock is equal to or less than 15% of the Tranche A Borrowing Base, such payment is made with Designated Funds; and
(E) additional Restricted Debt Payments in the form of payments of principal of Additional Permitted Debt which constitutes senior, first-lien Indebtedness, so long as (1) until such time as (aa) the Tranche A-1 Commitments have been terminated or have expired and (bb) fixed assets are neither eligible for inclusion in, nor included in, the calculation of the Borrowing Base, Alternate Availability (determined on a pro forma basis by giving effect to any Loans made or Letters of Credit issued in connection with or in contemplation of such Restricted Debt Payment), equals or exceeds the Trigger Amount or (2) at all other times, Alternate Availability (determined on a pro forma basis by giving effect to any Loans made or Letters of Credit issued in connection with or in contemplation of such Restricted Debt Payment), equals or exceeds $0.00.
(b) In the event and on such occasion that the Revolving Facility Credit Exposure exceeds (x) 105% Amend, modify or change in any manner materially adverse to interests of the total Revolving Facility Commitments solely as a result Lenders any term or condition of currency fluctuations any Junior Financing Documentation, any Additional Permitted Debt Documents or (yany documents relating to any Permitted Refinancing of the foregoing without the consent of the Administrative Agent; provided that amending, modifying or changing any Additional Permitted Debt Documents to secure the obligations with respect thereto with Liens on the Collateral which are permitted by Section 7.01(ee) the total Revolving Facility Commitments (other than as a result of currency fluctuations), the Borrowers under the Revolving Facility shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (orhereof and, if no such Borrowings are outstandingapplicable, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(k)) made to such Borrowers, in an aggregate amount equal subject to the amount by which the Revolving Facility Credit Exposure exceeds the total Revolving Facility Commitments.
(c) Holdings terms of an Acceptable Intercreditor Agreement, shall cause (i) an amount equal not be deemed to all Net Proceeds (rounded down be materially adverse to the nearest Borrowing Multiple) promptly upon receipt thereof interests of the Lenders. For the avoidance of doubt, any amendment, modification or change to be used to prepay Term Loans any term or provision contained in accordance with Section 2.10(c) and (ii) an amount equal to the Remaining Note Amount (rounded down to the nearest Borrowing Multiple) to be used to prepay Term Loans in accordance with Section 2.10(c) on the date three months after the Effective Date to the extent not previously used to redeem the Remaining Notes.
(d) On any day on Additional Permitted Debt Document which the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such timedirectly or indirectly restricts, CAC and the Company on a joint and several basis agree to pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to prohibits or otherwise limits the amount of such excess, such cash and/or Cash Equivalents first, to be used to repay any outstanding CL Loans, with any remaining cash and/or Cash Equivalents to be held as security for all obligations of the respective CL Borrower to the Issuing Lenders secured Loans and the CL Lenders hereunder in respect of CL secured Letters of Credit in a cash collateral account permitted to be established byincurred by the Borrowers and the Guarantors under this Agreement or any of the other Loan Documents, shall be deemed to be materially adverse to the interests of the Lenders (it being understood and under agreed that the sole dominion and control of, restrictions in the Administrative AgentAdditional Permitted Debt Documents evidencing any Senior Notes or in any other Additional Permitted Debt Documents which are no more restrictive than the restrictions in effect as of the Fifth Restatement Effective Date shall be deemed not to be materially adverse to the interests of the Lenders).
Appears in 1 contract
Prepayments, Etc. of Debt, Increase in Term Loan Facility. Prepay, redeem, purchase, defease, exchange or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt (a) The applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in parteach, without premium or penalty (but subject to Section 2.16a "PREPAYMENT"), in an aggregate principal amount that is an integral multiple except (i) prepayment of advances under the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice Revolving Credit Facility in accordance with Section 2.10(e)the terms thereof, provided that such optional prepayments (ii) the prepayment of the Term Loans shall be applied to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments in respect of the Term Loans.
(b) In the event and on such occasion that the Revolving Facility Credit Exposure exceeds (x) 105% of the total Revolving Facility Commitments solely as a result of currency fluctuations or (y) the total Revolving Facility Commitments (other than as a result of currency fluctuations), the Borrowers under the Revolving Facility shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(k)) made to such Borrowers, in an aggregate amount equal to the amount by which the Revolving Facility Credit Exposure exceeds the total Revolving Facility Commitments.
(c) Holdings shall cause (i) an amount equal to all Net Proceeds (rounded down to the nearest Borrowing Multiple) promptly upon receipt thereof to be used to prepay Term Loans in accordance with the terms of this Agreement, (iii) prepayments of the Debt under the Term Loan Facility in accordance with the terms thereof, (iv) after the consummation of the Merger, prepayment of any Debt of Elk or any of its Subsidiaries, (v) regularly scheduled or required repayments or redemptions of Surviving Debt; provided, however, that prepayments of Debt to G-1 Holdings or BMCA Holdings are subject to the provisions of subclause (vii) below, (vi) prepayment of the respective Debt with proceeds of a refinancing of such Debt permitted under Section 2.10(c5.02(b) and (iivii) so long as, in each case, both at the time of such payment and after giving pro forma effect thereto, no Default or Event of Default shall have occurred and be continuing, prepayment of Debt owing to G-I Holdings or BMCA Holdings in an aggregate maximum principal amount equal to of $50,000,000; or, if the Remaining Note Amount (rounded down to the nearest Borrowing Multiple) to be used to prepay Term Loans in accordance with Section 2.10(c) on the date three months after the Effective Date to the extent not previously used to redeem the Remaining Notes.
(d) On any day on which the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such timeLoan Parties, CAC and the Company on a joint and several basis agree to pay to the Administrative Agent at or the Payment Office on such day an amount Lenders will be materially and adversely affected thereby, amend, modify or change in any material manner any term or condition of cash and/or Cash Equivalents equal any Surviving Debt or Subordinated Debt, or permit any of its Subsidiaries to the amount of such excess, such cash and/or Cash Equivalents first, to be used to repay do any outstanding CL Loans, with any remaining cash and/or Cash Equivalents to be held as security for all obligations of the respective CL Borrower foregoing other than to the Issuing Lenders and the CL Lenders hereunder in respect of CL Letters of Credit in a cash collateral account prepay any Debt payable to be established by, and under the sole dominion and control of, the Administrative Agent.BMCA or any other Loan Party
Appears in 1 contract
Samples: Junior Lien Term Loan Agreement (Building Materials Manufacturing Corp)
Prepayments, Etc. (a) The applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (but subject to Section 2.16), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with Section 2.10(e), provided that such optional prepayments of the Term Loans shall be applied to reduce the remaining scheduled amortization payments in respect of the Term Loans as directed by Parent (it being understood and agreed that if no such direction is made by Parent within 30 days following such prepayment, then such prepayment shall be applied (i) first, to reduce scheduled amortization payments pursuant to Section 2.10(a) above on Installment Dates occurring within the 12-month period after the date of any such prepayment and (ii) second, to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments in respect of the Term Loans).
(b) In the event and on such occasion that the Revolving Facility Credit Exposure exceeds (x) 105% of the total Revolving Facility Commitments solely as a result of currency fluctuations or (y) the total Revolving Facility Commitments (other than as a result of currency fluctuations), the Borrowers under the Revolving Facility shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(k2.05(j)) made to such Borrowers, in an aggregate amount equal to the amount by which the Revolving Facility Credit Exposure exceeds the total Revolving Facility Commitments.
(c) Holdings and Parent shall cause apply (i) an amount equal to all Net Proceeds (rounded down excluding any NSS-8 Asset Sale Proceeds, to the nearest Borrowing Multipleextent constituting Net Proceeds) and (ii) the Required NSS-8 Proceeds Percentage of all NSS-8 Asset Sale Proceeds, in each case promptly upon receipt thereof to be used to prepay Term Loans Loan Borrowings and/or Revolving Facility Borrowings in accordance with paragraph (c) of Section 2.10(c2.10; provided that if Parent exercises the NSS-8 Proceeds Reinvestment Option in accordance with its terms, then all NSS-8 Asset Sale Proceeds shall be applied as provided in the definition of “NSS-8 Proceeds Reinvestment Option.”
(d) Not later than 90 days after the end of each Excess Cash Flow Period, Holdings shall calculate Excess Cash Flow for such Excess Cash Flow Period and (ii) shall apply an amount equal to the Remaining Note Amount (rounded down to the nearest Borrowing Multiple) to be used Required Percentage of such Excess Cash Flow to prepay Term Loans Loan Borrowings in accordance with paragraph (c) of Section 2.10(c) on 2.10. Not later than the date three months after the Effective Date on which Holdings is required to deliver financial statements with respect to the extent not previously used to redeem the Remaining Notes.
(d) On any day on which the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such timeend of each Excess Cash Flow Period under Section 5.04(a), CAC and the Company on a joint and several basis agree to pay Holdings will deliver to the Administrative Agent at a certificate signed by a Financial Officer of Holdings setting forth the Payment Office on amount, if any, of Excess Cash Flow for such day an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents first, to be used to repay any outstanding CL Loans, with any remaining cash and/or Cash Equivalents to be held as security for all obligations of the respective CL Borrower to the Issuing Lenders fiscal year and the CL Lenders hereunder calculation thereof in respect of CL Letters of Credit in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agentreasonable detail.
Appears in 1 contract
Samples: Credit Agreement (New Skies Satellites Holdings Ltd.)
Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (including by the exercise of any right of setoff), or make any payment in violation of any subordination, standstill or collateral sharing terms of or governing any Indebtedness, except (a) The applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (but subject to Section 2.16), in an aggregate principal amount that is an integral multiple prepayment of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice Credit Extensions in accordance with the terms of this Agreement, (b) regularly scheduled or required repayments or redemptions of Indebtedness under the Indebtedness set forth in Schedule 7.02 and refinancing, replacements, and refundings of such Indebtedness in compliance with Section 2.10(e7.02(b); (c) any prepayment, redemption, defeasance or satisfaction of intercompany Indebtedness permitted under Section 7.02(d); (d) with respect to any Disposition permitted under Section 7.05, the repayment of the amount of any Indebtedness permitted under Section 7.02 that is secured by a Lien permitted by Section 7.01 on the asset subject to such Disposition that is repaid in connection with such Disposition; (e) any prepayment, redemption, defeasance or satisfaction using the proceeds from a direct or indirect equity issuance to, or contribution from, any direct or indirect shareholders of Holdings; (f) subject to any applicable subordination terms thereof and the terms set forth in the definition of “Available Amount”, payments on account of Second Lien Indebtedness, Permitted Earn-Outs, Permitted Seller Debt or Subordinated Debt, provided that such optional prepayments the sum of the Term Loans shall be applied to reduce on a pro rata basis (based on the aggregate amount of such amortization paymentspayments made pursuant to this Section 7.14 does not exceed the Available Amount and (g) with respect to the remaining scheduled amortization Second Lien Credit Agreement or any “Increase” (as defined in the Second Lien Credit Agreement in effect as of the Closing Date), required payments owed in respect thereof (including, principal, interest, fees, premiums, expenses and indemnity payments (other than indemnification for loss of principal)) in accordance with the Term Loans.
Second Lien Credit Agreement (b) In or, in the event and on case of any “Increase”, in accordance with the document providing for such occasion that the Revolving Facility Credit Exposure exceeds “Increase”); provided (x) 105% no voluntary prepayment of the total Revolving Facility Commitments solely Second Lien Indebtedness may be made by Borrower other than as a result provided by clause (f) of currency fluctuations or this Section 7.14 and (y) the total Revolving Facility Commitments (other than as a result no mandatory prepayment of currency fluctuations), the Borrowers under the Revolving Facility shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(k)) Second Lien Indebtedness may be made to such Borrowers, in an aggregate amount equal to the amount by which the Revolving Facility Credit Exposure exceeds the total Revolving Facility Commitments.
(c) Holdings shall cause (i) an amount equal to all Net Proceeds (rounded down to the nearest Borrowing Multiple) promptly upon receipt thereof to be used to prepay Term Loans in accordance with Section 2.10(c) and (ii) an amount equal to the Remaining Note Amount (rounded down to the nearest Borrowing Multiple) to be used to prepay Term Loans in accordance with Section 2.10(c) on the date three months after the Effective Date to the extent not previously used to redeem the Remaining Notes.
(d) On any day on which the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such time, CAC and the Company on a joint and several basis agree to pay to the Administrative Agent at Borrower until the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents first, to be used to repay any outstanding CL Loans, with any remaining cash and/or Cash Equivalents to be held as security for all obligations in Full of the respective CL Borrower to the Issuing Lenders and the CL Lenders hereunder in respect of CL Letters of Credit in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative AgentObligations.
Appears in 1 contract
Samples: Credit Agreement (CardConnect Corp.)
Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt, except (a) The applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (but subject to Section 2.16), in an aggregate principal amount that is an integral multiple prepayment of the Borrowing Multiple Loans and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice Letters of Credit in accordance with Section 2.10(e), provided that such optional prepayments the terms of the Term Loans shall be applied to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments in respect of the Term Loans.
this Agreement; (b) In the event regularly scheduled or required repayments or redemptions of Debt set forth in Schedule 10.2.2 and on refinancings and refundings of such occasion that the Revolving Facility Credit Exposure exceeds (x) 105% of the total Revolving Facility Commitments solely as a result of currency fluctuations or (y) the total Revolving Facility Commitments (other than as a result of currency fluctuationsDebt in compliance with Section 10.2.2(d), the Borrowers under the Revolving Facility shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(k)) made to such Borrowers, in an aggregate amount equal to the amount by which the Revolving Facility Credit Exposure exceeds the total Revolving Facility Commitments.
; (c) Holdings shall cause prepayments, redemptions or repurchases of Senior High Yield Notes under each Senior High Yield Indenture and prepayments, redemptions or repurchases of any Subordinated Debt so long as (i) an amount equal to all Net Proceeds (rounded down to no Default or Event of Default shall have occurred and be continuing at the nearest Borrowing Multiple) promptly upon receipt thereof to be used to prepay Term Loans in accordance with Section 2.10(c) time of such prepayment or would result therefrom; and (ii) an amount either (A) Liquidity (after giving pro forma effect to such prepayment both as of the proposed date of such prepayment and during the thirty (30) consecutive day period immediately preceding the proposed date of such prepayment) is greater than or equal to twenty percent (20%) of the Remaining Note Amount Line Cap (rounded down after giving pro forma effect to such prepayment), or (B) (1) Liquidity (after giving pro forma effect to such prepayment both as of the nearest Borrowing Multipleproposed date of such prepayment and during the thirty (30) consecutive day period immediately preceding the proposed date of such prepayment) is greater than or equal to be used fifteen percent (15%) of the Line Cap (after giving pro forma effect to prepay Term Loans in accordance with Section 2.10(csuch prepayment), and (2) on the date three months U.S. Borrower and its Restricted Subsidiaries have a Consolidated Fixed Charge Coverage Ratio of not less than 1.00 : 1.00 (after the Effective Date giving pro forma effect to the extent not previously used to redeem the Remaining Notes.
such prepayment); (d) On any day on which regularly scheduled or required payments of Other Secured Debt so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of such prepayment or would result therefrom and (ii) the amortization per annum of such Other Secured Debt does not exceed one percent (1%) of the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such time, CAC and the Company on a joint and several basis agree to pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the principal amount of such excess, such cash and/or Cash Equivalents first, to be used to repay any outstanding CL LoansOther Secured Debt (provided that, with any remaining cash and/or Cash Equivalents to be held as security for all obligations of the respective CL Borrower respect to the Issuing Lenders and the CL Lenders hereunder in respect of CL Letters of Credit in a cash collateral account to be established by, and Debt under the sole dominion and control of, Goldman Term Loan Agreement (as defined in the Administrative Agent.definition 154
Appears in 1 contract
Samples: Credit Agreement (Clean Harbors Inc)
Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (a) The applicable Borrower it being understood that payments of regularly scheduled interest shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (but subject to Section 2.16), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstandingbe permitted, subject to prior notice in accordance with Section 2.10(ethe terms of the subordination provisions applicable thereto) any Subordinated Indebtedness (“Junior Financing”), provided that such optional prepayments except (i) so long as no Default or Event of the Term Loans Default shall have occurred and be applied to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments in respect of the Term Loans.
(b) In the event and on such occasion that the Revolving Facility Credit Exposure exceeds continuing or would result therefrom, (x) 105% such prepayments, redemptions, purchases, defeasances or satisfactions may be made (A) if at the time thereof the Lease Adjusted Leverage Ratio calculated on a Pro forma Basis after giving effect to such prepayment, redemption, repurchase, defeasance or satisfaction is less than or equal to 3.50:1.00 and (B) if after giving effect thereto, the aggregate Commitments exceed the sum of the total Outstanding Amount of all Revolving Facility Commitments solely as a result Loans, the Outstanding Amount of currency fluctuations all L/C Obligations and the Outstanding Amount of all Swing Line Loans by no less than $50,000,000, or (y) for the total Revolving Facility Commitments refinancing thereof in exchange for, or with the Net Cash Proceeds of, any (1) Subordinated Indebtedness that (A) does not have an earlier maturity date or a shorter weighted average life to maturity than the Subordinated Indebtedness being refinanced, (B) have any interim amortization or prepayment or redemption offers or events other than change of control and asset sale events that are customary for high yield subordinated notes and (C) does not contain (I) any financial maintenance covenants or (II) covenants or events of default that are, taken as a result of currency fluctuations)whole, the Borrowers under the Revolving Facility shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(k)) made to such Borrowers, in an aggregate amount equal more onerous to the amount by which the Revolving Facility Credit Exposure exceeds the total Revolving Facility Commitments.
U.S. Borrower and its Restricted Subsidiaries than those contained herein or (c2) issuance of Qualified Capital Stock of Holdings shall cause (i) an amount equal to all Net Proceeds (rounded down to the nearest Borrowing Multiple) promptly upon receipt thereof to be used to prepay Term Loans in accordance with Section 2.10(c) and (ii) an amount equal for the conversion of any Junior Financing to the Remaining Note Amount Equity Interests (rounded down to the nearest Borrowing Multipleother than Disqualified Capital Stock) to be used to prepay Term Loans in accordance with Section 2.10(c) on the date three months after the Effective Date to the extent not previously used to redeem the Remaining Notesof Holdings.
(d) On any day on which the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such time, CAC and the Company on a joint and several basis agree to pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents first, to be used to repay any outstanding CL Loans, with any remaining cash and/or Cash Equivalents to be held as security for all obligations of the respective CL Borrower to the Issuing Lenders and the CL Lenders hereunder in respect of CL Letters of Credit in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Carters Inc)
Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt, except (a) The applicable Borrower the prepayment of the Loans and Letters of Credit in accordance with the terms of this Agreement; (b) regularly scheduled or required repayments or redemptions of Debt set forth in Schedule 10.2.2 and refinancings and refundings of such Debt in compliance with Section 10.2.2(d); (c) prepayments, redemptions or repurchases of Senior High Yield Notes under each Senior High Yield Indenture and prepayments, redemptions or repurchases of any Subordinated Debt so long as (i) no Default or Event of Default shall have occurred and be continuing at the right at any time of such prepayment or would result therefrom; and from time (ii) either (A) Liquidity (after giving pro forma effect to time such prepayment both as of the proposed date of such prepayment and during the thirty (30) consecutive day period immediately preceding the proposed date of such prepayment) is greater than or equal to prepay any Borrowing in whole or in part, without premium or penalty twenty percent (but subject 20%) of the Line Cap (after giving pro forma effect to Section 2.16such prepayment), in an or (B) (1) Liquidity (after giving pro forma effect to such prepayment both as of the proposed date of such prepayment and during the thirty (30) consecutive day period immediately preceding the proposed date of such prepayment) is greater than or equal to fifteen percent (15%) of the Line Cap (after giving pro forma effect to such prepayment), and (2) the U.S. Borrower and its Restricted Subsidiaries have a Consolidated Fixed Charge Coverage Ratio of not less than 1.00 : 1.00 (after giving pro forma effect to such prepayment); (d) regularly scheduled or required payments of Other Secured Debt so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of such prepayment or would result therefrom and (ii) the amortization per annum of such Other Secured Debt does not exceed one percent (1%) of the aggregate principal amount that is an integral multiple of such Other Secured Debt (provided that, with respect to the Debt under the Xxxxxxx Term Loan Agreement (as defined in the definition of “Other Secured Debt”), the amortization per annum of such Other Secured Debt does not exceed 1.0101011% of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with Section 2.10(e), provided that such optional prepayments of the Term Loans shall be applied to reduce on a pro rata basis (based on the aggregate principal amount of such amortization paymentsOther Secured Debt outstanding as of July 19, 2018); and (e) the remaining scheduled amortization payments in respect payment of all Secured Hedging Obligations (contingent or otherwise) of the Term Loans.
(b) In Loan Parties existing or arising under any Hedging Agreement between a Loan Party and a Lender or an Affiliate thereof solely if and when such Secured Hedging Obligations become due and payable under the event and on such occasion that the Revolving Facility Credit Exposure exceeds (x) 105% of the total Revolving Facility Commitments solely applicable Hedging Agreement as a result of currency fluctuations or such Lender and its Affiliates, if applicable, ceasing to be a party to this Agreement. At least ten (y10) the total Revolving Facility Commitments (other than as a result of currency fluctuationsBusiness Days prior to making any prepayment pursuant to Section 10.2.14(c), the Borrowers under the Revolving Facility Loan Party Agent shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(k)) made to such Borrowers, in an aggregate amount equal deliver to the amount Agent a certificate signed by which a Responsible Officer of the Revolving Facility Credit Exposure exceeds the total Revolving Facility Commitments.
(c) Holdings shall cause (i) an amount equal to all Net Proceeds (rounded down to the nearest Borrowing Multiple) promptly upon receipt thereof to be used to prepay Term Loans in accordance U.S. Borrower certifying that such prepayment complies with Section 2.10(c10.2.14(c) (which shall have attached thereto reasonably detailed backup data and (ii) an amount equal to the Remaining Note Amount (rounded down to the nearest Borrowing Multiple) to be used to prepay Term Loans in accordance with Section 2.10(c) on the date three months after the Effective Date to the extent not previously used to redeem the Remaining Notescalculations showing such compliance).
(d) On any day on which the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such time, CAC and the Company on a joint and several basis agree to pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents first, to be used to repay any outstanding CL Loans, with any remaining cash and/or Cash Equivalents to be held as security for all obligations of the respective CL Borrower to the Issuing Lenders and the CL Lenders hereunder in respect of CL Letters of Credit in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Clean Harbors Inc)
Prepayments, Etc. of Indebtedness.
(a) The applicable Borrower Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal (to the extent permitted hereunder) and interest shall have be permitted) any Indebtedness for borrowed money of a Loan Party that is expressly by its terms subordinated to the Obligations in right at any time and from time to time to prepay any Borrowing in whole or in partof payment (all of the foregoing items of Indebtedness, without premium or penalty (but subject to Section 2.16collectively, “Junior Financing”), except (i) the refinancing or replacement thereof with any Indebtedness that constitutes a Permitted Refinancing; provided, that such Indebtedness shall be subordinated to the Obligations in right of payment on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being refinanced or replaced, taken as a whole, (ii) the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent permitted by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate principal amount, together with the aggregate amount that is an integral multiple of (1) Restricted Payments made pursuant to Section 7.06(i) and (2) loans and advances to Holdings made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by Section 7.06(i), not to exceed, from and after the Amendment and Restatement Effective Date, the greater of (i) $100,000,000 and (ii) 5.00% of Total Assets, (v) prepayments, redemptions, purchases, defeasances and other payments after the Amendment and Restatement Effective Date in respect of the Borrowing Multiple and Junior Financings prior to their scheduled maturity in an aggregate amount not less than to exceed the Borrowing Minimum or, if less, Cumulative Growth Amount immediately prior to the amount outstanding, subject to prior notice in accordance with Section 2.10(e), provided that such optional prepayments of the Term Loans shall be applied to reduce on a pro rata basis (based on the amount making of such amortization paymentspayment and (vi) the remaining scheduled amortization prepayments, redemptions, purchases, defeasances and other payments in respect of the Term LoansJunior Financings prior to their scheduled maturity so long as immediately after giving effect to such prepayments, redemptions, purchases, defeasances and other payments and the application of proceeds therefrom, the Total Net Leverage Ratio of the Borrower is less than or equal to 3.50 to 1.00 (calculated on a Pro Forma Basis).
(b) In Amend, modify or change in any manner materially adverse to the event and on such occasion that the Revolving Facility Credit Exposure exceeds (x) 105% interests of the total Revolving Facility Commitments solely as a result of currency fluctuations or (y) the total Revolving Facility Commitments Lenders (other than as by a result Permitted Refinancing) any term or condition (including any subordination provisions) of currency fluctuations), any Junior Financing Documentation in respect of any Junior Financing having an aggregate outstanding principal amount in excess of the Borrowers under Threshold Amount without the Revolving Facility shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with consent of the Administrative Agent pursuant to Section 2.05(k(which consent shall not be unreasonably withheld or delayed)) made to such Borrowers, in an aggregate amount equal to the amount by which the Revolving Facility Credit Exposure exceeds the total Revolving Facility Commitments.
(c) Holdings shall cause (i) an amount equal to all Net Proceeds (rounded down to the nearest Borrowing Multiple) promptly upon receipt thereof to be used to prepay Term Loans in accordance with Section 2.10(c) and (ii) an amount equal to the Remaining Note Amount (rounded down to the nearest Borrowing Multiple) to be used to prepay Term Loans in accordance with Section 2.10(c) on the date three months after the Effective Date to the extent not previously used to redeem the Remaining Notes.
(d) On any day on which the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such time, CAC and the Company on a joint and several basis agree to pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents first, to be used to repay any outstanding CL Loans, with any remaining cash and/or Cash Equivalents to be held as security for all obligations of the respective CL Borrower to the Issuing Lenders and the CL Lenders hereunder in respect of CL Letters of Credit in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Bright Horizons Family Solutions Inc.)
Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (a) The applicable Borrower it being understood that payments of regularly scheduled interest shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (but subject to Section 2.16), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstandingbe permitted, subject to prior notice in accordance with Section 2.10(ethe terms of the subordination provisions applicable thereto) any Subordinated Indebtedness (“Junior Financing”), provided that such optional prepayments except (i) so long as no Default or Event of the Term Loans Default shall have occurred and be applied to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments in respect of the Term Loans.
(b) In the event and on such occasion that the Revolving Facility Credit Exposure exceeds continuing or would result therefrom, (x) 105% such prepayments, redemptions, purchases, defeasances or satisfactions may be made (A) if at the time thereof the Lease Adjusted Leverage Ratio calculated on a Pro forma Basis after giving effect to such prepayment, redemption, repurchase, defeasance or satisfaction is less than or equal to 3.25:1.00 and (B) if after giving effect thereto, the aggregate Commitments exceed the sum of the total Outstanding Amount of all Revolving Facility Commitments solely as a result Loans, the Outstanding Amount of currency fluctuations all L/C Obligations and the Outstanding Amount of all Swing Line Loans by no less than $75,000,000, or (y) for the total Revolving Facility Commitments refinancing thereof in exchange for, or with the Net Cash Proceeds of, any (1) Subordinated Indebtedness that (A) does not have an earlier maturity date or a shorter weighted average life to maturity than the Subordinated Indebtedness being refinanced, (B) have any interim amortization or prepayment or redemption offers or events other than change of control and asset sale events that are customary for high yield subordinated notes and (C) does not contain (I) any financial maintenance covenants or (II) covenants or events of default that are, taken as a result of currency fluctuations)whole, the Borrowers under the Revolving Facility shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(k)) made to such Borrowers, in an aggregate amount equal more onerous to the amount by which the Revolving Facility Credit Exposure exceeds the total Revolving Facility Commitments.
Borrower and its Subsidiaries than those contained herein or (c2) issuance of Qualified Capital Stock of Holdings shall cause (i) an amount equal to all Net Proceeds (rounded down to the nearest Borrowing Multiple) promptly upon receipt thereof to be used to prepay Term Loans in accordance with Section 2.10(c) and (ii) an amount equal for the conversion of any Junior Financing to the Remaining Note Amount Equity Interests (rounded down to the nearest Borrowing Multipleother than Disqualified Capital Stock) to be used to prepay Term Loans in accordance with Section 2.10(c) on the date three months after the Effective Date to the extent not previously used to redeem the Remaining Notesof Holdings.
(d) On any day on which the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such time, CAC and the Company on a joint and several basis agree to pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents first, to be used to repay any outstanding CL Loans, with any remaining cash and/or Cash Equivalents to be held as security for all obligations of the respective CL Borrower to the Issuing Lenders and the CL Lenders hereunder in respect of CL Letters of Credit in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Carters Inc)
Prepayments, Etc. of Indebtedness.
(a) The applicable Borrower Optionally prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (but subject to Section 2.16not be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent entity, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate principal amount that is an integral multiple at the time made not to exceed (A)(1) the greater of, at the time made, (x) $215,00,000 and (y) 35.0% of Consolidated EBITDA as of the Borrowing Multiple last day of the most recently ended Test Period minus (2) the amount of Investments made pursuant to Section 7.02(t)(ii) plus (B) the Available Amount (provided that, at the time of any such payment, with respect to any prepayments, redemptions, purchases, defeasances and not other payments made utilizing amounts specified in clauses (a) and (b) of the definition of Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom and the Interest Coverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no less than 2.00:1.00), (iv) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity (provided that, at the Borrowing Minimum ortime of such prepayments, if lessredemptions, purchases, defeasances or other payments, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00), (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an amount outstandingequal to the aggregate amount of cash contributions made after the Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, except to the extent utilized in connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the extent such cash contributions increase the Available Amount, constitute a Cure Amount or “Cure Amount” (as defined in the ABL Facility) and (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity with respect to intercompany Indebtedness among the Borrower and its Subsidiaries permitted under Section 7.03, subject to prior notice in accordance with Section 2.10(e), provided that such optional prepayments of the Term Loans shall be applied to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments in respect of the Term Loanssubordination provisions applicable thereto.
(b) In Amend, modify or change in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to such Junior Debt. For purposes of determining compliance with this Section 7.08, in the event and on such occasion that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets the Revolving Facility Credit Exposure exceeds (x) 105% criteria of more than one of the total Revolving Facility Commitments solely as a result of currency fluctuations or (y) the total Revolving Facility Commitments (other than as a result of currency fluctuations)categories described above, the Borrowers under the Revolving Facility shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(k)) made to such BorrowersBorrower shall, in an aggregate amount equal to its sole discretion, classify or divide such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this covenant and may later divide and reclassify any prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) so long as the amount by which the Revolving Facility Credit Exposure exceeds the total Revolving Facility Commitments.
prepayment, redemption, purchase or other satisfaction of Junior Debt (cas so divided and/or reclassified) Holdings shall cause (i) an amount equal to all Net Proceeds (rounded down to the nearest Borrowing Multiple) promptly upon receipt thereof would be permitted to be used to prepay Term Loans made in accordance with Section 2.10(c) and (ii) an amount equal to the Remaining Note Amount (rounded down to the nearest Borrowing Multiple) to be used to prepay Term Loans in accordance with Section 2.10(c) reliance on the applicable exception or exceptions as of the date three months after the Effective Date to the extent not previously used to redeem the Remaining Notes.
(d) On any day on which the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such time, CAC and the Company on a joint and several basis agree to pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents first, to be used to repay any outstanding CL Loans, with any remaining cash and/or Cash Equivalents to be held as security for all obligations of the respective CL Borrower to the Issuing Lenders and the CL Lenders hereunder in respect of CL Letters of Credit in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agentreclassification.
Appears in 1 contract
Samples: Credit Agreement (Clear Channel Outdoor Holdings, Inc.)
Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt, except (a) The applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (but subject to Section 2.16), in an aggregate principal amount that is an integral multiple prepayment of the Borrowing Multiple Loans and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice Letters of Credit in accordance with Section 2.10(e), provided that such optional prepayments the terms of the Term Loans shall be applied to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments in respect of the Term Loans.
this Agreement; (b) In the event regularly scheduled or required repayments or redemptions of Debt set forth in Schedule 10.2.2 and on refinancings and refundings of such occasion that the Revolving Facility Credit Exposure exceeds (x) 105% of the total Revolving Facility Commitments solely as a result of currency fluctuations or (y) the total Revolving Facility Commitments (other than as a result of currency fluctuationsDebt in compliance with Section 10.2.2(d), the Borrowers under the Revolving Facility shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(k)) made to such Borrowers, in an aggregate amount equal to the amount by which the Revolving Facility Credit Exposure exceeds the total Revolving Facility Commitments.
; (c) Holdings shall cause prepayments, redemptions or repurchases of Senior High Yield Notes under each Senior High Yield Indenture and prepayments, redemptions or repurchases of any Subordinated Debt so long as (i) an amount equal to all Net Proceeds (rounded down to no Default or Event of Default shall have occurred and be continuing at the nearest Borrowing Multiple) promptly upon receipt thereof to be used to prepay Term Loans in accordance with Section 2.10(c) time of such prepayment or would result therefrom; and (ii) an amount either (A) Liquidity (after giving pro forma effect to such prepayment both as of the proposed date of such prepayment and during the thirty (30) consecutive day period immediately preceding the proposed date of such prepayment) is greater than or equal to twenty percent (20%) of the Remaining Note Amount Line Cap (rounded down after giving pro forma effect to such prepayment), or (B) (1) Liquidity (after giving pro forma effect to such prepayment both as of the nearest Borrowing Multipleproposed date of such prepayment and during the thirty (30) consecutive day period immediately preceding the proposed date of such prepayment) is greater than or equal to be used fifteen percent (15%) of the Line Cap (after giving pro forma effect to prepay Term Loans in accordance with Section 2.10(csuch prepayment), and (2) on the date three months U.S. Borrower and its Restricted Subsidiaries have a Consolidated Fixed Charge Coverage Ratio of not less than 1.00 : 1.00 (after the Effective Date giving pro forma effect to the extent not previously used to redeem the Remaining Notes.
such prepayment); (d) On any day on which regularly scheduled or required payments of Other Secured Debt so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of such prepayment or would result therefrom and (ii) the amortization per annum of such Other Secured Debt does not exceed one percent (1%) of the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such time, CAC and the Company on a joint and several basis agree to pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the principal amount of such excess, such cash and/or Cash Equivalents first, to be used to repay any outstanding CL LoansOther Secured Debt (provided that, with any remaining cash and/or Cash Equivalents to be held as security for all obligations of the respective CL Borrower respect to the Issuing Lenders and the CL Lenders hereunder in respect of CL Letters of Credit in a cash collateral account to be established by, and Debt under the sole dominion and control of, Xxxxxxx Term Loan Agreement (as defined in the Administrative Agent.definition 154
Appears in 1 contract
Samples: Credit Agreement (Clean Harbors Inc)
Prepayments, Etc. (a) The applicable Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (but subject to Section 2.16), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with Section 2.10(e), provided that such optional prepayments of the Term Loans shall be applied to reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments in respect of the Term Loans.
(b) In the event and on such occasion that the Revolving Facility Credit Exposure exceeds (x) 105% of the total Revolving Facility Commitments solely as a result of currency fluctuations or (y) the total Revolving Facility Commitments (other than as a result of currency fluctuations), the Borrowers under the Revolving Facility shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings and/or Swingline Euro Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(k)) made to such Borrowers, in an aggregate amount equal to the amount by which the Revolving Facility Credit Exposure exceeds the total Revolving Facility Commitments.
(c) Holdings and the Term Borrower shall cause (i) an amount equal to apply all Net Proceeds (rounded down to the nearest Borrowing Multiple) promptly upon receipt thereof to be used to prepay Term Loans Borrowings in accordance with paragraph (c) of Section 2.10(c2.10.
(d) Not later than 90 days after the end of each Excess Cash Flow Period, Holdings shall calculate Excess Cash Flow for such Excess Cash Flow Period and (ii) shall apply an amount equal to the Remaining Note Amount (rounded down to the nearest Borrowing Multiple) to be used Required Percentage of such Excess Cash Flow to prepay Term Loans Borrowings in accordance with paragraph (c) of Section 2.10(c) on 2.10. Not later than the date three months after the Effective Date on which Holdings is required to deliver financial statements with respect to the extent not previously used end of each Excess Cash Flow Period under Section 5.04(a), Holdings will deliver to redeem the Remaining NotesAdministrative Agent a certificate signed by a Financial Officer of Holdings setting forth the amount, if any, of Excess Cash Flow for such fiscal year and the calculation thereof in reasonable detail.
(de) On any day on which the aggregate CL Exposure exceeds the Total Credit-Linked Commitment at such time, CAC (or after the Restructuring Date, CAC and the Company Term Borrower on a joint and several basis agree basis) agrees to pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents first, to be used to repay any outstanding CL Loans, with any remaining cash and/or Cash Equivalents to be held as security for all obligations of the respective CL Borrower to the Issuing Lenders and the CL Lenders hereunder in respect of CL Letters of Credit in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent.
Appears in 1 contract
