Reduction of Commitment Prepayment of Loans. (a) The Total Term Loan Commitment shall automatically terminate in full at 5:00 p.m. on the Effective Date. Subject to Section 2.08, HIS may at any time or from time to time and without penalty or premium reduce the Total Revolving Credit Commitment to an amount (which may be zero) not less than the sum of the unpaid principal amount of all Revolving Credit Loans then outstanding plus the principal amount of all Revolving Credit Loans not yet made as to which notice has been given by HIS under Section 2.03 hereof. Any reduction shall be in an amount which is an integral multiple of $5,000,000. Reduction of the Total Revolving Credit Commitment shall be made by providing not less than three Business Days' written notice (which notice shall be irrevocable) to such effect to the Agent (which notice the Agent shall promptly transmit to each Lender). Reductions of the Total Revolving Credit Commitment are irrevocable and may not be reinstated. Each such reduction shall reduce the Revolving Credit Commitment of each Lender proportionately in accordance with its Pro Rata Share. (b) Subject to the terms and conditions contained in this Section 2.07, Section 2.10 and elsewhere in this Agreement, the Borrowers shall have the right to prepay, in whole or in part, the Revolving Credit Loans and the Term Loan, provided that (i) subject to the terms of Section 2.08, the Borrowers shall be obligated to pay the Early Termination Fee with respect to any Loans prepaid in connection with a termination of the Total Revolving Credit Commitment prior to October 30, 2001, and (ii) all partial prepayments of the Term Loan shall be applied to the principal installments of the Term Loan in the inverse order of maturity. (c) If at any time the Borrowing Base is less than the sum of the outstanding principal on all Revolving Credit Loans outstanding (i) HIS will immediately give notice of such occurrence to the Agent and (ii) HIS will prepay the Revolving Credit Loans in an amount which will reduce the sum of the outstanding principal on all Revolving Credit Loans to an amount less than or equal to the then current Borrowing Base. (d) Within ten (10) Business Days of delivery to the Agent of audited annual financial statements pursuant to Section 7.01(a)(ii) hereof or, if such financial statements are not delivered to the Agent on the date such statements are required to be delivered pursuant to such Section 7.01(a)(ii), ten (10) Business Days after the date such statements are required to be delivered to the Agent pursuant to Section 7.01(a)(ii), the Parent shall pay to the Agent an amount equal to 50% of the Excess Cash Flow for the Fiscal Year covered by such financial statements. Each prepayment pursuant to this paragraph (d) shall be applied to principal payments of the Term Loan in the inverse order of maturity. (e) The Borrowers shall immediately prepay the outstanding principal amount of the Term Loan in full in the event the Total Revolving Credit Commitment is terminated for any reason. (f) Immediately upon the receipt by any Loan Party of any Net Proceeds from the issuance, sale, assignment, transfer or other disposition by any Loan Party of any Capital Stock, debt securities or assets of the Parent or any of its Subsidiaries, the Borrowers shall make a prepayment of the Term Loan in an amount equal to the amount of such Net Proceeds, provided that the Borrowers shall not be required to prepay the Term Loan pursuant to this Section 2.07(f) in the case of (i) intercompany indebtedness between the Loan Parties permitted by Sections 7.02(b) and 7.02(f) hereof, (ii) sales of Inventory by HIS in the ordinary course of business, and (iii) sales of machinery, equipment, fixtures or real property by the Parent or any of its Consolidated Domestic Subsidiaries in the ordinary course of business with an aggregate fair market value not exceeding $3,000,000 in any Fiscal Year. The aggregate amount of Net Proceeds shall be applied first to the principal installments of the Term Loan in the inverse order of maturity and, if any Net Proceeds remain after such application, second, to the Revolving Credit Loans. (g) Subject to paragraph (b) of Section 2.10 of this Agreement, the Agent shall on each Business Day apply all funds transferred to or deposited in the Payment Office, to the payment, in whole or in part, of the outstanding Revolving Credit Loans. (h) Immediately upon the receipt by any Loan Party of any insurance proceeds, HIS shall prepay the Revolving Credit Loans in an amount equal to the insurance proceeds received by such Loan Party, provided that (i) except during the continuance of an Event of Default, proceeds from insurance covering damage to property not in excess of $250,000 for any one occurrence shall not be required to be so prepaid on such date to the extent such insurance proceeds are used to replace or restore the properties or assets in respect of which such proceeds were paid if the Borrowers deliver a certificate to the Agent on or prior to such date stating that such proceeds shall be used to replace or restore any such properties or assets within a period specified in such certificate not to exceed 60 days after the date of receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and (ii) if all or any portion of such proceeds not so applied to the repayment of the Revolving Credit Loans are not so used within the period specified in the relevant certificate furnished pursuant to clause (i) above, such remaining portion shall be prepaid on the last day of such specified period. Such insurance proceeds shall be applied to the outstanding Revolving Credit Loans. (i) Any prepayment made pursuant to this Section 2.07 shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment. (j) Except as otherwise expressly provided in this Section 2.07, payments with respect to any paragraph of this Section 2.07 are in addition to payments made or required to be made under any other paragraph of this Section 2.07.
Appears in 1 contract
Reduction of Commitment Prepayment of Loans. (a) The Total Term Loan Commitment shall automatically terminate in full at 5:00 p.m. on the Effective Date. Subject to Section 2.08, HIS The Borrowers may at any time or from time to time and without penalty or premium reduce the Total Revolving Credit Commitment to an amount (which may be zero) not less than the sum of the unpaid principal amount of all Revolving Credit Loans then outstanding plus the principal amount of all Revolving Credit Loans not yet made as to which notice has been given by HIS a Borrower under Section 2.03 hereofhereof plus the Letter of Credit Obligations at such time plus the stated amount of all Letters of Credit not yet issued as to which a request has been made and not withdrawn. Any reduction shall be in an amount which is an integral multiple of $5,000,000. Reduction of the Total Revolving Credit Commitment shall be made by providing not less than three two Business Days' written notice (which notice shall be irrevocable) to such effect to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each Lender). Reductions of the Total Revolving Credit Commitment are irrevocable and may not be reinstated. Each such reduction shall reduce the Revolving Credit Commitment of each Lender proportionately in accordance with its Pro Rata Share.
(b) Subject to the terms and conditions contained in this Section 2.07, Section 2.10 hereof and elsewhere in this Agreement, the Borrowers shall have the right to prepay, in whole or in part, the Revolving Credit Loans and the Term LoanLoans, provided that (i) that, subject to the terms of Section 2.082.08(a) hereof, the Borrowers shall be obligated to pay the Early Termination Fee with respect to any Loans prepaid in connection with a termination of the Total Revolving Credit Commitment prior to October 30September 25, 2001, and (ii) all partial prepayments of the Term Loan shall be applied to the principal installments of the Term Loan in the inverse order of maturity2000.
(c) If at any time (i) the Borrowing Base of the Borrowers calculated on a combined basis is less than the sum of the outstanding principal on all Revolving Credit Loans outstanding plus the outstanding amount of all Letter of Credit Obligations, (iii) HIS the Borrowing Base of Squire on an individual basis is less than the sum of the outstanding principal on all A Revolving Credit Loans plus the outstanding amount of all A Letter of Credit Obligations or (iii) the Borrowing Base of Miss Erikx xx an individual basis is less than the sum of the outstanding principal on all B Revolving Credit Loans plus the outstanding amount of all B Letter of Credit Obligations, Squire or Miss Erikx, xx appropriate, will (A) immediately give notice of such occurrence to the Administrative Agent and (iiB) HIS will prepay the appropriate Revolving Credit Loans in an amount which will reduce the sum of the outstanding principal on all such Revolving Credit Loans, the A Revolving Credit Loans or the B Revolving Credit Loans, as the case may be, to an amount less than or equal to the then current Borrowing Base.
(d) Within ten (10) Business Days Base of delivery to the Agent Borrowers on a combined basis or the Borrowing Base of audited annual financial statements pursuant to Section 7.01(a)(ii) hereof orSquire or Miss Erikx xx an individual basis, if such financial statements are not delivered to as the Agent on the date such statements are required to be delivered pursuant to such Section 7.01(a)(ii), ten (10) Business Days case may be. If at any time after the date such statements are required to be delivered to applicable Borrowers have complied with the Agent pursuant to first sentence of this Section 7.01(a)(ii2.07(c), the Parent aggregate Letter of Credit Obligations is greater than the then current Borrowing Base of the Borrowers on a combined basis, the A Letter of Credit Obligations is greater than current Borrowing Base of Squire on an individual basis or the B Letter of Credit Obligations is greater than the current Borrowing Base of Miss Erikx xx an individual basis, Squire or Miss Erikx, xx appropriate, shall pay provide cash collateral to the Collateral Agent an amount equal to 50% of the Excess Cash Flow for the Fiscal Year covered by such financial statements. Each prepayment pursuant to this paragraph (d) shall be applied to principal payments of the Term Loan in the inverse order of maturity.
(e) The Borrowers shall immediately prepay the outstanding principal amount of the Term Loan in full in the event the Total Revolving Credit Commitment is terminated for any reason.
(f) Immediately upon the receipt by any Loan Party of any Net Proceeds from the issuance, sale, assignment, transfer or other disposition by any Loan Party of any Capital Stock, debt securities or assets of the Parent or any of its Subsidiaries, the Borrowers shall make a prepayment of the Term Loan in an amount equal to the amount of such Net Proceedsexcess, which cash collateral shall be deposited in an interest bearing account maintained by the Collateral Agent and, provided that no Event of Default shall have occurred and be continuing, returned to Squire or Miss Erikx, xx appropriate, at such time as (x) the Borrowers shall not be required to prepay aggregate Letter of Credit Obligations plus the Term Loan pursuant to this Section 2.07(f) in the case of (i) intercompany indebtedness between the Loan Parties permitted by Sections 7.02(b) and 7.02(f) hereof, (ii) sales of Inventory by HIS in the ordinary course of business, and (iii) sales of machinery, equipment, fixtures or real property by the Parent or any of its Consolidated Domestic Subsidiaries in the ordinary course of business with an aggregate fair market value not exceeding $3,000,000 in any Fiscal Year. The aggregate principal amount of Net Proceeds shall be applied first to the principal installments of the Term Loan in the inverse order of maturity and, if any Net Proceeds remain after such application, second, to the Revolving Credit Loans.
(g) Subject to paragraph (b) of Section 2.10 of this Agreement, the Agent shall on each Business Day apply all funds transferred to or deposited in the Payment Office, to the payment, in whole or in part, of the outstanding Revolving Credit Loans.
(h) Immediately upon Loans no longer exceeds the receipt by any Loan Party then current Borrowing Base of any insurance proceeds, HIS shall prepay the Revolving Credit Loans in an amount equal to the insurance proceeds received by such Loan Party, provided that (i) except during the continuance of an Event of Default, proceeds from insurance covering damage to property not in excess of $250,000 for any one occurrence shall not be required to be so prepaid on such date to the extent such insurance proceeds are used to replace or restore the properties or assets in respect of which such proceeds were paid if the Borrowers deliver on a certificate to combined basis, (y) the Agent on or prior to such date stating that such proceeds shall be used to replace or restore any such properties or assets within a period specified in such certificate not to exceed 60 days after the date aggregate A Letter of receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and (ii) if all or any portion of such proceeds not so applied to the repayment of the Revolving Credit Loans are not so used within the period specified in the relevant certificate furnished pursuant to clause (i) above, such remaining portion shall be prepaid on the last day of such specified period. Such insurance proceeds shall be applied to the outstanding Revolving Credit Loans.
(i) Any prepayment made pursuant to this Section 2.07 shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment.
(j) Except as otherwise expressly provided in this Section 2.07, payments with respect to any paragraph of this Section 2.07 are in addition to payments made or required to be made under any other paragraph of this Section 2.07.Obligations
Appears in 1 contract
Reduction of Commitment Prepayment of Loans. (a) The Total Term Loan Commitment shall automatically terminate in full at 5:00 p.m. on the Effective Date. Subject to Section 2.08, HIS Borrowers may at any time or from time to time and without penalty or premium reduce the Total Revolving Credit Commitment to an amount (which may be zero) not less than the sum of the unpaid principal amount of all Revolving Credit Loans then outstanding plus the principal amount of all Revolving Credit Loans not yet made as to which notice has been given by HIS the Administrative Borrower under Section 2.03 hereofhereof plus the Letter of Credit Obligations at such time plus the stated amount of all Letters of Credit not yet issued as to which a request has been made and not withdrawn. Any reduction shall be in an amount which is an integral multiple of $5,000,000. Reduction of the Total Revolving Credit Commitment shall be made by providing not less than three two Business Days' written notice (which notice shall be irrevocable) to such effect to the Agent (which notice the Agent shall promptly transmit to each Lender). Reductions of the Total Revolving Credit Commitment are irrevocable and may not be reinstated. Each such reduction shall reduce the Revolving Credit Commitment of each Lender proportionately in accordance with its Pro Rata Share.
(b) Subject to the terms and conditions contained in this Section 2.07, Section 2.10 hereof and elsewhere in this Agreement, the Borrowers shall have the right to prepay, in whole or in part, the Revolving Credit Loans and the Term LoanLoans; provided, provided that (i) subject that, pursuant to the terms of Section 2.082.08(b) hereof, the Borrowers shall be obligated to pay the Early Termination Fee with respect to any Loans prepaid in connection with a termination of the Total Revolving Credit Commitment prior to October 30February 26, 2001, and (ii) all partial prepayments of the Term Loan shall be applied to the principal installments of the Term Loan in the inverse order of maturity.
(c) If at any time the Borrowing Base is less than the sum of the outstanding principal on all Revolving Credit Loans outstanding plus the outstanding amount of all Letter of Credit Obligations, the Borrowers will (i) HIS will immediately give notice of such occurrence to the Agent and (ii) HIS will prepay the Revolving Credit Loans in an amount which will reduce the sum of the outstanding principal on all Revolving Credit Loans to an amount less than or equal to the then current Borrowing Base. If at any time after the Borrowers have complied with the first sentence of this Section 2.07(c), the aggregate Letter of Credit Obligations is greater than the then current Borrowing Base, the Borrowers shall provide cash collateral to the Agent in the amount of such excess, which cash collateral shall be deposited in an interest bearing account maintained by the Agent and, provided that no Event of Default shall have occurred and be continuing, returned to the Administrative Borrower, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Credit Loans no longer exceeds the then current Borrowing Base.
(d) Within ten (10) Business Days of delivery to the Agent of audited annual financial statements pursuant to Section 7.01(a)(ii) hereof or, if such financial statements are not delivered to the Agent on the date such statements are required to be delivered pursuant to such Section 7.01(a)(ii), ten (10) Business Days after the date such statements are required to be delivered to the Agent pursuant to Section 7.01(a)(ii), the Parent shall pay to the Agent an amount equal to 50% of the Excess Cash Flow for the Fiscal Year covered by such financial statements. Each prepayment pursuant to this paragraph (d) shall be applied to principal payments of the Term Loan in the inverse order of maturity.
(e) The Borrowers shall immediately prepay the outstanding principal Loans and provide cash collateral to the Agent in the amount of all Letter of Credit Obligations (which cash collateral shall be deposited in a joint non-interest bearing account maintained at the Term Loan in full in Payment Office) if CIT has been replaced as the event Factor and the Total Revolving Credit Commitment is terminated for any reasonBorrowers have not complied with the provisions of Section 7.02(o) of this Agreement.
(fe) Immediately upon the receipt by any Loan Party or any of its Subsidiaries of any Net Proceeds from the issuance, sale, assignment, transfer or other disposition by any Loan Party of any Capital Stock, debt securities or assets of the Parent Company or any of its Subsidiaries, the Borrowers shall make a prepayment of the Term Loan Revolving Credit Loans in an amount equal to the amount of such Net Proceeds, provided that the Borrowers shall not be required to prepay the Term Loan pursuant to this Section 2.07(fRevolving Credit Loans (i) in the case of (i) intercompany indebtedness Indebtedness between the Loan Parties permitted by Sections 7.02(b7.02(b)(iii) and 7.02(f7.02(f)(iii) and (v) hereof, and (ii) sales of Inventory by HIS in the ordinary course case of businessthe Net Proceeds of any Indebtedness of the Company permitted by Section 7.02(b)(viii) of this Agreement and the Net Proceeds from the issuance of Capital Stock of the Company consisting of common equity, and (iiiin each case to the extent that such Net Proceeds are used to prepay, purchase, redeem, retire, defease or otherwise acquire the Borrower's Indebtedness in accordance with Section 7.02(t)(ii) sales of machinerythis Agreement. In addition, equipmentupon receipt of aggregate Net Proceeds from any such issuance, fixtures sale, assignment, transfer or real property other disposition by the Parent Company or any of its Consolidated Domestic Subsidiaries of any Capital Stock, debt securities or assets of the Company or any of its Subsidiaries, other than any Net Proceeds from the events described in clause (i) of the ordinary course proviso of business with an aggregate fair market value not exceeding $3,000,000 the immediately preceding sentence, the current Overadvance Amount limits (as such amounts are set forth in any Fiscal Year. The clause (i) of the definition of "Overadvance Amount" in Section 1.01 hereof) shall each be reduced on a dollar for dollar basis by the aggregate amount of Net Proceeds received from any such issuance, sale, assignment, transfer or other disposition, with such reduction to be effective upon receipt of such Net Proceeds, provided, further that, if the Net Proceeds from the issuance of Capital Stock of the Company consisting of common equity are used to prepay, purchase, redeem, retire, defease or otherwise acquire the BONY Indebtedness in accordance with Section 7.02(t)(ii) hereof, such Overadvance Amount limits shall be applied first reduced only to the principal installments extent that, at the time of receipt of such Net Proceeds, the Term Loan in Loans and Letter of Credit Obligations exceed the inverse order of maturity and, if any Net Proceeds remain after such application, second, to the Revolving Credit LoansBorrowing Base Before Overadvance Amount.
(gf) Subject to paragraph (b) of Section 2.10 of this Agreement, the Agent shall on each Business Day apply (i) all funds transferred received from the Factor pursuant to the Assignment of Factoring Proceeds Agreement, from an Existing Factor pursuant to an Existing Factor Assignment Agreement or deposited pursuant to any other assignment agreement entered into by the Agent in the Payment Officeconnection with a change of factors by Borrowers and (ii) all funds representing other proceeds of Collateral, to the payment, in whole or in part, of the outstanding Revolving Credit LoansObligations outstanding.
(hg) Immediately If the insurance proceeds received by the Loan Parties in connection with any loss or casualty are in excess of $50,000 (such amount in excess of $50,000 being hereinafter referred to as the "Excess Insurance Proceeds"), immediately upon the receipt by any Loan Party of any insurance proceedssuch Excess Insurance Proceeds, HIS the Borrowers shall prepay the Revolving Credit Loans in an amount equal to such Excess Insurance Proceeds.
(h) Notwithstanding anything to the insurance proceeds received by such Loan Partycontrary contained in this Agreement, provided that (i) except during the continuance Borrowers shall repay the Loans in an amount sufficient to cause the Availability of an Event the Borrowers, after giving effect to all Loans and Letter of DefaultCredit Obligations, proceeds from insurance covering damage to property not in excess of $250,000 for any one occurrence shall not be required to be so prepaid on such date to the extent such insurance proceeds are used to replace or restore the properties or assets in respect of which such proceeds were paid if the Borrowers deliver a certificate to the Agent on or prior to such date stating that such proceeds shall be used to replace or restore any such properties or assets within a period specified in such certificate not to exceed 60 days after the date of receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and (ii) if all or any portion of such proceeds not so applied to the repayment of the Revolving Credit Loans are not so used within the period specified in the relevant certificate furnished pursuant to clause (i) above, such remaining portion shall be prepaid less than $7,500,000 on the last day of such specified period. Such insurance proceeds shall be applied to the outstanding Revolving Credit LoansNovember and December of each year.
(i) Any prepayment made pursuant to this Section 2.07 shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment.
(j) Except as otherwise expressly provided in this Section 2.07, payments with respect to any paragraph of this Section 2.07 are in addition to payments made or required to be made under any other paragraph of this Section 2.07. Prepayments of the Revolving Credit Loans pursuant to this Section 2.07 shall be applied by the Agent, based upon such factors as the Agent deem appropriate in the exercise of its reasonable business judgment (which factors may include the minimization or reduction of the payments required by Section 2.10(a) hereof).
Appears in 1 contract
Reduction of Commitment Prepayment of Loans. (a) The Total Term Loan Commitment shall automatically terminate in full at 5:00 p.m. on the Effective Date. Subject to Section 2.08, HIS Borrowers may at any time or from time to time and without penalty or premium reduce the Total Revolving Credit Commitment to an amount (which may be zero) not less than the sum of the unpaid principal amount of all Revolving Credit Loans then outstanding plus the principal amount of all Revolving Credit Loans not yet made as to which ---- notice has been given by HIS a Borrower under Section 2.03 hereofhereof plus the Letter of ---- Credit Obligations at such time plus the stated amount of all Letters of Credit ---- not yet issued as to which a request has been made and not withdrawn. Any reduction shall be in an amount which is an integral multiple of $5,000,000. Reduction of the Total Revolving Credit Commitment shall be made by providing not less than three two Business Days' written notice (which notice shall be irrevocable) to such effect to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each Lender). Reductions of the Total Revolving Credit Commitment are irrevocable and may not be reinstated. Each such reduction shall reduce the Revolving Credit Commitment of each Lender proportionately in accordance with its Pro Rata Share.
(b) Subject to the terms and conditions contained in this Section 2.07, Section 2.10 hereof and elsewhere in this Agreement, the Borrowers shall have the right to prepayprepay the Loans, in whole or in part, the Revolving Credit Loans and the Term Loanprovided that, provided that (i) subject to the terms of Section 2.082.08(a) hereof, the Borrowers shall be obligated to pay the Early Termination Fee with respect to any Loans prepaid in connection with a termination of the Total Revolving Credit Commitment prior to October 30June 19, 2001, and (ii) all partial prepayments of the Term Loan shall be applied to the principal installments of the Term Loan in the inverse order of maturity2000.
(c) If at any time (i) the Borrowing Base of the Borrowers calculated on a combined basis is less than the sum of the outstanding principal on all Loans outstanding plus the outstanding amount of all Letter of Credit Obligations, (ii) the Borrowing Base of Squire on an individual basis is less than the sum of the outstanding principal on all A Revolving Credit Loans plus the outstanding amount of all A Letter of Credit Obligations, (iiii) HIS the Borrowing Base of Miss Xxxxx on an individual basis is less than the sum of the outstanding principal on all B Revolving Credit Loans plus the outstanding amount of all B Letter of Credit Obligations, or (iv) the Borrowing Base of Xxxx-Xx on an individual basis is less than the sum of the outstanding principal on all C Revolving Credit Loans plus the outstanding amount of all C Letter of Credit Obligations, Squire, Miss Xxxxx or Xxxx-Xx, as appropriate, will (A) immediately give notice of such occurrence to the Administrative Agent and (iiB) HIS will prepay the Revolving Credit appropriate Loans in an amount which will reduce the sum of the outstanding principal on all such Loans, the A Revolving Credit Loans, the B Revolving Credit Loans, or the C Revolving Credit Loans as the case may be, to an amount less than or equal to the then current Borrowing BaseBase of the Borrowers on a combined basis or the Borrowing Base of Squire, Miss Xxxxx or Xxxx-Xx, on an individual basis, as the case may be. If at any time after the applicable Borrowers have complied with the first sentence of this Section 2.07(c), the aggregate Letter of Credit Obligations is greater than the then current Borrowing Base of the Borrowers on a combined basis, the A Letter of Credit Obligations is greater than the then current Borrowing Base of Squire on an individual basis, the B Letter of Credit Obligations is greater than the then current Borrowing Base of Miss Xxxxx on an individual basis, or the C Letter of Credit Obligations is greater than the then current Borrowing Base of Xxxx-Xx on an individual basis, Squire, Miss Xxxxx or Xxxx-Xx, as appropriate, shall provide cash collateral to the Collateral Agent in the amount of such excess, which cash collateral shall be deposited in an interest bearing account maintained by the Collateral Agent and, provided that no Event of Default shall have occurred and be continuing, returned to Squire, Miss Xxxxx or Xxxx-Xx, as appropriate, at such time as (w) the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Loans no longer exceeds the then current Borrowing Base of the Borrowers on a combined basis, (x) the aggregate A Letter of Credit Obligations plus the aggregate principal amount of all outstanding A Revolving Credit Loans no longer exceeds the then current Borrowing Base of Squire on an individual basis, (y) the aggregate B Letter of Credit Obligations plus the aggregate principal amount of all outstanding B Revolving Credit Loans no longer exceeds the then current Borrowing Base of Miss Xxxxx on an individual basis, or (z) the aggregate C Letter of Credit Obligations plus the aggregate principal amount of all outstanding C Revolving Credit Loans no longer exceeds the then current Borrowing Base of Xxxx-Xx on an individual basis, as the case may be.
(d) Within ten (10) Business Days of delivery to the Agent of audited annual financial statements pursuant to Section 7.01(a)(ii) hereof or, if such financial statements are not delivered to the Agent on the date such statements are required to be delivered pursuant to such Section 7.01(a)(ii), ten (10) Business Days after the date such statements are required to be delivered to the Agent pursuant to Section 7.01(a)(ii), the Parent shall pay to the Agent an amount equal to 50% of the Excess Cash Flow for the Fiscal Year covered by such financial statements. Each prepayment pursuant to this paragraph (d) shall be applied to principal payments of the Term Loan in the inverse order of maturity.[Intentionally Omitted]
(e) [Intentionally Omitted]
(f) The Borrowers shall immediately prepay the outstanding principal Loans and provide cash collateral to the Collateral Agent in the amount of all Letter of Credit Obligations (which cash collateral shall be deposited in an interest bearing account maintained by the Term Loan in full in Collateral Agent) if, without its consent, NationsBanc has been replaced as the event the Total Revolving Credit Commitment is terminated for any reasonFactor by a Borrower.
(fg) Immediately upon Upon the request of the Required Lenders, promptly following, and in any event within two Business Days after, the receipt by the Company or any Loan Party of its Subsidiaries of any Net Proceeds from the issuance, sale, assignment, transfer or other disposition by the Company or any Loan Party of its Subsidiaries of any Capital Stock, debt securities or assets of the Parent Company or any of its Subsidiaries, the Borrowers shall make a prepayment of the Term Loan Loans in an amount equal to the amount excess, if any, of such Net Proceedsthe sum of the Loans and Letter of Credit Obligations over the Borrowing Base Before Overadvance Amount, provided that the Borrowers shall not be required to prepay the Term Loan pursuant to this Section 2.07(f) such Loans in the case of (i) the issuance of Capital Stock of the Company pursuant to the Company's 1994 Stock Option Plan, the Company's 1998 Long Term Incentive Plan, the Company's Non-Employee Directors' Stock Option Plan or pursuant to other plans or arrangements with respect to options or warrants issued to the employees, consultants and directors of the Company or any Borrower to the extent such issuance results in cash Net Proceeds of less than $100,000 to the Company and the Borrowers in the aggregate in any Fiscal Year, (ii) the issuance of Capital Stock of the Company consisting of common equity or preferred equity with a dividend not higher than the interest on the Company Notes and having other terms no more restrictive for the Company and its Subsidiaries than the terms of the Indenture, in any case to make the Miss Xxxxx Earn Out Payment, the Xxxx-Xx Earn Out Payment and any other earnout payments payable in connection with an acquisition otherwise permitted by Section 7.02f (ix) hereof, or the proceeds of which will be used to prepay, purchase, redeem, retire, defease or otherwise acquire Company Notes in accordance with Section 7.02(r)(ii) hereof, (iii) intercompany indebtedness between the Loan Parties permitted by Sections 7.02(b) and 7.02(f) hereof, (iiiv) sales of Inventory (A) by HIS the Borrowers and their Subsidiaries in the ordinary course of business and (B) by Norty's in going out of business sales, (v) sales of Accounts Receivable by the Borrowers pursuant to the Factoring Agreements, (vi) the disposition of obsolete or worn out property in the ordinary course of business, and (iiivii) sales of machinerythe Capital Stock or assets of Norty's, equipmentand (viii) the issuance of the Company Notes. In addition, fixtures upon receipt of aggregate Net Proceeds from any such issuance, sale, assignment, transfer or real property other disposition by the Parent Company or any of its Consolidated Domestic Subsidiaries of any Capital Stock, debt securities or assets of the Company or any of its Subsidiaries in excess of $500,000, other than any Net Proceeds from the ordinary course events described in clauses (i) through (viii) above, the current Overadvance Amount limits (as such amounts are initially set forth in clause (i) of business with an aggregate fair market value not exceeding $3,000,000 the definition of "Overadvance Amount" in any Fiscal Year. The Section 1.01 hereof) shall each be reduced on a dollar for dollar basis by the aggregate amount of Net Proceeds in excess of $500,000 received from any such issuance, sale, assignment, transfer or other disposition, with such reduction to be effective upon receipt of such Net Proceeds, provided that no such reduction shall be applied first to required if the principal installments Net Proceeds from the issuance of Capital Stock of the Term Loan Company consisting of common equity or preferred equity with a dividend not higher than the interest on the Company Notes and having other terms no more restrictive for the Company and its Subsidiaries than the terms of the Indenture are used to prepay, purchase, redeem, retire, defease or otherwise acquire Company Notes in the inverse order of maturity and, if any Net Proceeds remain after such application, second, to the Revolving Credit Loansaccordance with Section 7.02(r)(ii) hereof.
(gh) Subject to paragraph (b) of Section 2.10 of this Agreement, the Administrative Agent shall on each Business Day apply all funds transferred received from the Factor pursuant to the Assignment Agreement or deposited in the Payment Officerepresenting other proceeds of Accounts Receivable or Inventory, to the payment, in whole or in part, of the outstanding Revolving Credit Loans.
(hi) Immediately upon the receipt by any Loan Party of any insurance proceeds, HIS the Borrowers shall prepay the Revolving Credit Loans in an amount equal to the insurance proceeds received by such Loan Party, provided that (i) except with -------- respect to the proceeds from key-man life insurance and except during the continuance of an Event of Default, proceeds from insurance covering damage to property not in excess of $250,000 500,000 for any one occurrence shall not be required to be so prepaid on such date to the extent such insurance proceeds are used to replace or restore the properties or assets in respect of which such proceeds were paid if the Borrowers deliver a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used to replace or restore any such properties or assets within a period specified in such certificate not to exceed 60 days after the date of receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and (ii) if all or any portion of such proceeds not so applied to the repayment of the Revolving Credit Loans are not so used within the period specified in the relevant certificate furnished pursuant to clause (i) above, such remaining portion shall be prepaid on the last day of such specified period. Such insurance proceeds shall be applied to the outstanding Revolving Credit Loans.
(j) The Borrowers shall repay the Loans in the amount of any payments received as (i) principal of the non-negotiable limited recourse promissory notes listed on Schedule 7.02(k)(ii) hereof and (ii) principal of or interest on loans or advances made pursuant to Section 7.02(f)(xii) hereof and dividends or distributions made by Norty's to Squire pursuant to Section 7.02(i)(iv) hereof, in each case on the Business Day following the receipt of such payments.
(k) Any prepayment made pursuant to this Section 2.07 shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment.
(jl) Except as otherwise expressly provided in this Section 2.07, payments with respect to any paragraph of this Section 2.07 are in addition to payments made or required to be made under any other paragraph of this Section 2.07. Prepayments of the Loans pursuant to this Section 2.07 shall be applied to the A Revolving Credit Loans, the B Revolving Credit Loans or the C Revolving Credit Loans by the Administrative Agent, first, based upon the Borrower making such prepayment and, second, based upon such factors as the Administrative Agent deem appropriate in the exercise of its reasonable business judgment (which factors may include the minimization or reduction of the payments required by Section 2.10(a) hereof).
Appears in 1 contract
Reduction of Commitment Prepayment of Loans. (a) The Total Term Loan Commitment of the Lenders party to this Agreement on the Effective Date shall automatically terminate in full at 5:00 p.m. upon the making of the Loans on the Effective Date. Subject to Section 2.08, HIS may at any time or from time to time and without penalty or premium reduce the Total Revolving Credit Commitment to an amount (which may be zero) not less than the sum of the unpaid principal amount of all Revolving Credit Loans then outstanding plus the principal amount of all Revolving Credit Loans not yet made as to which notice has been given by HIS under Section 2.03 hereof. Any reduction shall be in an amount which is an integral multiple of $5,000,000. Reduction of the Total Revolving Credit Commitment shall be made by providing not less than three Business Days' written notice (which notice shall be irrevocable) to such effect to the Agent (which notice the Agent shall promptly transmit to each Lender). Reductions of the Total Revolving Credit Commitment are irrevocable and may not be reinstated. Each such reduction shall reduce the Revolving Credit Commitment of each Lender proportionately in accordance with its Pro Rata Share.
(b) Subject to the terms and conditions contained in this Section 2.07, Section 2.10 hereof and elsewhere in this Agreement, the Borrowers Borrower shall have the right to prepay, in whole or in part, the Revolving Credit Loans Loans, without premium or penalty, on and the Term Loan, provided that (i) subject to the terms of Section 2.08, the Borrowers shall be obligated to pay the Early Termination Fee with respect to any Loans prepaid in connection with a termination of the Total Revolving Credit Commitment prior to October 30after June 26, 2001, and (ii) all partial prepayments of the Term Loan shall be applied to the principal installments of the Term Loan in the inverse order of maturity.
(c) If at Promptly following, and in any time the Borrowing Base is less than the sum of the outstanding principal on all Revolving Credit Loans outstanding event within two (i) HIS will immediately give notice of such occurrence to the Agent and (ii) HIS will prepay the Revolving Credit Loans in an amount which will reduce the sum of the outstanding principal on all Revolving Credit Loans to an amount less than or equal to the then current Borrowing Base.
(d) Within ten (102) Business Days of delivery to the Agent of audited annual financial statements pursuant to Section 7.01(a)(ii) hereof orafter, if such financial statements are not delivered to the Agent on the date such statements are required to be delivered pursuant to such Section 7.01(a)(ii), ten (10) Business Days after the date such statements are required to be delivered to the Agent pursuant to Section 7.01(a)(ii), the Parent shall pay to the Agent an amount equal to 50% of the Excess Cash Flow for the Fiscal Year covered by such financial statements. Each prepayment pursuant to this paragraph (d) shall be applied to principal payments of the Term Loan in the inverse order of maturity.
(e) The Borrowers shall immediately prepay the outstanding principal amount of the Term Loan in full in the event the Total Revolving Credit Commitment is terminated for any reason.
(f) Immediately upon the receipt by the Borrower or any Loan Party of its Subsidiaries of any Net Proceeds from the issuance, sale, assignment, transfer or other disposition by the Borrower or any Loan Party of its Subsidiaries of any Capital Stock, debt securities or assets of the Parent Borrower or any of its Subsidiaries, the Borrowers Borrower shall make a prepayment of the Term Loan Loans in an amount equal to the amount of such Net Proceeds, provided that (i) the Borrowers Borrower shall not be required to prepay the Term Loan pursuant to this Section 2.07(f) Loans in the case of (iA) intercompany indebtedness between the Loan Parties permitted by Sections 7.02(bissuance of Capital Stock of the Borrower to the extent that (x) such issuance does not constitute a Public Offering and 7.02(f(y) hereofthe aggregate amount of proceeds from all sales of such Capital Stock does not exceed $50 million, (iiB) sales of Inventory by HIS the Borrower and its Subsidiaries in the ordinary course of business, (C) the disposition of obsolete or worn-out property in the ordinary course of business, and (iiiD) sales or dispositions of machineryassets other than Inventory, equipmentprovided that the aggregate Net Proceeds of such sales or dispositions do not exceed, fixtures or real property in any calendar year, the lesser of (x) $10,000,000 and (y) 10% of the value of the assets listed on the Borrower's most recent balance sheets delivered to the Lenders pursuant to this Agreement, and (ii) if any Net Proceeds required to be prepaid pursuant to this Section 2.07(c) are received by the Parent or any Agent prior to the last day of its Consolidated Domestic Subsidiaries the applicable Interest Period, the Agent shall deposit such Net Proceeds in an account maintained by the ordinary course Agent for the benefit of business with an aggregate fair market value not exceeding $3,000,000 in any Fiscal Year. The aggregate amount the Lenders until the last day of such Interest Period at which time such Net Proceeds shall be applied first by the Agent to prepay the principal installments amount of the Term Loan in the inverse order of maturity and, if any Net Proceeds remain after Loans outstanding at such application, second, to the Revolving Credit Loanstime.
(g) Subject to paragraph (b) of Section 2.10 of this Agreement, the Agent shall on each Business Day apply all funds transferred to or deposited in the Payment Office, to the payment, in whole or in part, of the outstanding Revolving Credit Loans.
(hd) Immediately upon the receipt by any Loan Party the Borrower of any insurance proceedsproceeds (including, HIS without limitation, any proceeds distributed by Spacenet to the Borrower as a result of any insurance maintained by Spacenet which insures the properties and business of the Borrower), the Borrower shall prepay the Revolving Credit Loans in an amount equal to the insurance proceeds received by such Loan Party, the Borrower provided that (i) except during the continuance of an Event of Default, proceeds from insurance covering damage to property not in excess of the lesser of (x) $250,000 10,000,000 and (y) 10% of the value of the assets listed on the Borrower's most recent balance sheets delivered to the Lenders pursuant to this Agreement, for any one occurrence occurrence, shall not be required to be so prepaid on such date to the extent such insurance proceeds are used to replace or restore the properties or assets in respect of which such proceeds were paid if the Borrowers deliver Borrower delivers a certificate to the Agent on or prior to such date stating that such proceeds shall be used to replace or restore any such properties or assets within a period specified in such certificate not to exceed 60 sixty (60) days after the date of receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and ), (ii) if all or any portion of such proceeds not so applied to the repayment of the Revolving Credit Loans are not so used within the period specified in the relevant certificate furnished pursuant to clause (i) above, such remaining portion shall be prepaid on the last day of such specified period. Such , and (iii) subject to clause (i) above, if any insurance proceeds required to be prepaid pursuant to this Section 2.07(d) are received by the Agent prior to the last day of the applicable Interest Period, the Agent shall deposit such insurance proceeds in an account maintained by the Agent for the benefit of the Lenders until the last day of such Interest Period at which time such insurance proceeds shall be applied by the Agent to prepay the amount of the Loans outstanding Revolving Credit Loansat such time.
(ie) Any prepayment made pursuant to this Section 2.07 shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment.
(j) Except as otherwise expressly provided in this Section 2.07, payments with respect to any paragraph of this Section 2.07 are in addition to payments made or required to be made under any other paragraph of this Section 2.07.
Appears in 1 contract
Reduction of Commitment Prepayment of Loans. (a) The Total Term Loan Commitment shall automatically terminate in full at 5:00 p.m. on the Effective DateReduction of Commitments. Subject to Section 2.08, HIS may at any time or from time to time and without penalty or premium reduce ------------------------
(i) Each of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment shall terminate on the Final Maturity Date. In addition, the Total Revolving B Credit Commitment shall be permanently reduced by $833,333 on the first day of each calendar month commencing on April 1, 2004. The Borrowers may, without premium or penalty, reduce:
(A) the Total Revolving A Credit Commitment to an amount (which may be zero) not less than the sum of (I) the aggregate unpaid principal amount of all Revolving Credit A Loans then outstanding plus outstanding, (II) the aggregate principal amount of all Revolving Credit A Loans not yet made as to which notice a Notice of Borrowing has been given by HIS the Administrative Borrower under Section 2.03 hereof. Any 2.02, (III) the Letter of Credit Obligations at such time, and (IV) the stated amount of all Letter of Credit Accommodations not yet issued as to which a request has been made and not withdrawn,
(B) the Total Revolving B Credit Commitment to an amount (which may be zero) not less than the sum of (I) the aggregate unpaid principal amount of all Revolving B Loans then outstanding and (II) the aggregate principal amount of all Revolving B Loans not yet made as to which a Notice of Borrowing has been given by the Administrative Borrower under Section 2.02,
(C) the Total Revolving C Credit Commitment to an amount (which may be zero) not less than the sum of (I) the aggregate unpaid principal amount of all Revolving C Loans then outstanding and (II) the aggregate principal amount of all Revolving C Loans not yet made as to which a Notice of Borrowing has been given by the Administrative Borrower under Section 2.02.
(ii) Each such voluntary reduction shall be in an amount which is an integral multiple of $5,000,000. Reduction of 10,000,000 (unless the Total applicable Revolving Credit Commitment in effect immediately prior to such reduction is less than $10,000,000), shall be made by providing not less than three five (5) Business Days' prior written notice (to the Administrative Agent and the Collateral Agent and shall be irrevocable, which notice shall specify whether such reduction shall be irrevocable) to such effect applied to the Agent (which notice Total Revolving A Credit Commitment, the Agent shall promptly transmit to each Lender)Total Revolving B Credit Commitment or the Total Revolving C Credit Commitment, or a combination thereof. Reductions Once reduced, the applicable Revolving Credit Commitment may not be increased. Each such reduction of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment are irrevocable and may not be reinstated. Each such reduction or the Total Revolving C Credit Commitment shall reduce the applicable Revolving Credit Commitment of each Lender holding such commitment proportionately in accordance with its Pro Rata ShareShare thereof.
(biii) Subject Unless otherwise agreed by all Revolving B Lenders (in the case of clause (A)) or all Revolving C Lenders (in the case of clause (B)), upon (A) any prepayment (whether pursuant to the terms and conditions contained in this Section 2.07an optional, Section 2.10 and elsewhere in this Agreement, the Borrowers shall have the right to prepay, in whole scheduled or in part, mandatory prepayment) of the Revolving Credit Loans and the Term LoanB Loans, provided that (i) subject to the terms of Section 2.08, the Borrowers shall be obligated to pay the Early Termination Fee with respect to any Loans prepaid in connection with a termination of the Total Revolving B Credit Commitment prior to October 30, 2001, and (ii) all partial prepayments of the Term Loan shall be applied to the principal installments of the Term Loan in the inverse order of maturity.
(c) If at any time the Borrowing Base is less than the sum of the outstanding principal on all Revolving Credit Loans outstanding (i) HIS will immediately give notice of such occurrence to the Agent and (ii) HIS will prepay the Revolving Credit Loans in an amount which will reduce the sum of the outstanding principal on all Revolving Credit Loans to an amount less than or equal to the then current Borrowing Base.
(d) Within ten (10) Business Days of delivery to the Agent of audited annual financial statements pursuant to Section 7.01(a)(ii) hereof or, if such financial statements are not delivered to the Agent on the date such statements are required to be delivered pursuant to such Section 7.01(a)(ii), ten (10) Business Days after the date such statements are required to be delivered to the Agent pursuant to Section 7.01(a)(ii), the Parent shall pay to the Agent an amount equal to 50% of the Excess Cash Flow for the Fiscal Year covered permanently reduced by such financial statements. Each prepayment pursuant to this paragraph (d) shall be applied to principal payments of the Term Loan in the inverse order of maturity.
(e) The Borrowers shall immediately prepay the outstanding principal amount of the Term Loan in full in the event the Total Revolving Credit Commitment is terminated for any reason.
(f) Immediately upon the receipt by any Loan Party of any Net Proceeds from the issuance, sale, assignment, transfer or other disposition by any Loan Party of any Capital Stock, debt securities or assets of the Parent or any of its Subsidiaries, the Borrowers shall make a prepayment of the Term Loan in an amount equal to the amount of such Net Proceeds, provided that the Borrowers shall not be required to prepay the Term Loan pursuant to this Section 2.07(f) in the case of (i) intercompany indebtedness between the Loan Parties permitted by Sections 7.02(b) and 7.02(f) hereof, (ii) sales of Inventory by HIS in the ordinary course of businessprepayment, and (iiiB) sales any prepayment (whether pursuant to an optional, scheduled or mandatory prepayment) of machinerythe Revolving C Loans, equipmentthe Total Revolving C Credit Commitment shall be permanently reduced by an amount equal to the amount of such prepayment. In addition, fixtures or real property by if the Parent or any of its Consolidated Domestic Subsidiaries have an obligation to make an "Asset Sale Offer" (as such term is defined in the ordinary course of business 2009 Note Indenture) in connection with an aggregate fair market value not exceeding $3,000,000 any Disposition giving rise to a mandatory prepayment described in any Fiscal Year. The aggregate amount of Net Proceeds Section 2.05(c)(iii) or Section 2.05(c)(vii), the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment and/or the Total Revolving C Credit Commitment, as applicable, shall be applied first permanently reduced on a date that is 5 Business Days prior to the principal installments date the Parent or any of the Term Loan its Subsidiaries would be required to make such offer (or on January 9, 2004 in the inverse order of maturity and, if any Net Proceeds remain after such application, second, to the Revolving Credit Loans.
(g) Subject to paragraph (b) case of Section 2.10 of this Agreement2.05(c)(vii)), the Agent shall on each Business Day apply all funds transferred to or deposited in the Payment Office, to the payment, in whole or in part, of the outstanding Revolving Credit Loans.
(h) Immediately upon the receipt by any Loan Party of any insurance proceeds, HIS shall prepay the Revolving Credit Loans in an amount equal corresponding to the insurance proceeds received by such applicable Loan Party, provided that (i) except during or Loans being prepaid and in an amount necessary to eliminate the continuance obligation of an Event the Parent or any of Default, proceeds from insurance covering damage its Subsidiaries to property not in excess of $250,000 for any one occurrence shall not be required to be so prepaid on such date to the extent such insurance proceeds are used to replace or restore the properties or assets in respect of which such proceeds were paid if the Borrowers deliver a certificate to the Agent on or prior to such date stating that such proceeds shall be used to replace or restore make any such properties or assets within a period specified in such certificate not to exceed 60 days after the date of receipt of such proceeds (which certificate shall set forth estimates Asset Sale Offer. Each reduction of the proceeds to be so expended) and (ii) if all Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment or any portion of such proceeds not so applied to the repayment of Total Revolving C Credit Commitment shall reduce the applicable Revolving Credit Loans are not so used within the period specified Commitment of each Lender holding such commitment proportionately in the relevant certificate furnished pursuant to clause (i) above, such remaining portion shall be prepaid on the last day of such specified period. Such insurance proceeds shall be applied to the outstanding Revolving Credit Loansaccordance with its Pro Rata Share thereof.
(i) Any prepayment made pursuant to this Section 2.07 shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment.
(j) Except as otherwise expressly provided in this Section 2.07, payments with respect to any paragraph of this Section 2.07 are in addition to payments made or required to be made under any other paragraph of this Section 2.07.
Appears in 1 contract
Samples: Financing Agreement (Solutia Inc)
Reduction of Commitment Prepayment of Loans. (a) The Total Term Loan Commitment shall automatically terminate in full at 5:00 p.m. on the Effective Date. Subject to Section 2.08, HIS Borrowers may at any time or from time to time and without penalty or premium reduce the Total Revolving Credit Commitment, the Total A Commitment or the Total B Commitment to an amount (which may be zero) not less than the sum of the unpaid principal amount of all Revolving Credit Loans then outstanding with respect to such Commitment plus the principal amount of all Revolving Credit Loans with respect to such ---- Commitment not yet made as to which notice has been given by HIS a Borrower under Section 2.03 hereofhereof plus in the case of the Total Commitment and the Total B ---- Commitment, the Letter of Credit Obligations at such time plus in the case of ---- the Commitment and the Total B Commitment, the stated amount of all Letters of Credit not yet issued as to which a request has been made and not withdrawn. Any reduction shall be in an amount which is an integral multiple of $5,000,000. Reduction of the Total Revolving Credit Commitment, the Total A Commitment or the Total B Commitment shall be made by providing not less than three two Business Days' written notice (which notice shall be irrevocable) to such effect to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each Lender). Reductions of the Total Revolving Credit Commitment, the Total A Commitment or the Total B Commitment are irrevocable and may not be reinstated. Each such reduction shall reduce the Revolving Credit Commitment of each Lender proportionately in accordance with its Pro Rata Share.
(b) Subject to the terms and conditions contained in this Section 2.07, Section 2.10 hereof and elsewhere in this Agreement, the Borrowers shall have the right to prepayprepay the Loans, in whole or in part, the Revolving Credit Loans and the Term Loanprovided that, provided that (i) subject to the terms of Section 2.082.08(a) hereof, the Borrowers shall be obligated to pay the Early Termination Fee with respect to any Loans prepaid in connection with a the termination in whole of the Total Revolving Credit Commitment prior to October 30November 29, 2001, and (ii) all partial prepayments of the Term Loan shall be applied to the principal installments of the Term Loan in the inverse order of maturity2002.
(c) If at any time (i) the Borrowing Base of the Borrowers calculated on a combined basis is less than the sum of the outstanding principal on all Loans outstanding plus the outstanding amount of all Letter of Credit Obligations, (ii) the Borrowing Base of Squire on an individual basis is less than the sum of the outstanding principal on all Squire Revolving Credit Loans plus the outstanding amount of all Squire Letter of Credit Obligations, (iiii) HIS the Borrowing Base of Miss Xxxxx on an individual basis is less than the sum of the outstanding principal on all Miss Xxxxx Revolving Credit Loans plus the outstanding amount of all Miss Xxxxx Letter of Credit Obligations, or (iv) the Borrowing Base of Xxxx-Xx on an individual basis is less than the sum of the outstanding principal on all Xxxx-Xx Revolving Credit Loans plus the outstanding amount of all Xxxx-Xx Letter of Credit Obligations, the Company, Squire, Miss Xxxxx or Xxxx-Xx, as appropriate, will (A) immediately give notice of such occurrence to the Administrative Agent and (iiB) HIS will prepay the Revolving Credit appropriate Loans in an amount which will reduce the sum of the outstanding principal on all such Loans, the Squire Revolving Credit Loans Loans, the Miss Xxxxx Revolving Credit Loans, or the Xxxx-Xx Revolving Credit Loans, as the case may be, to an amount less than or equal to the then current Borrowing BaseBase of the Borrowers on a combined basis or the Borrowing Base of Squire, Miss Xxxxx or Xxxx-Xx, on an individual basis, as the case may be, less the outstanding amount of all Letter of Credit Obligations, the outstanding amount of all Squire Letter of Credit Obligations, the outstanding amount of all Miss Xxxxx Letter of Credit Obligations, or the outstanding amount of all Xxxx-Xx Letter of Credit Obligations, as the case may be. If at any time after the applicable Borrowers have complied with the first sentence of this Section 2.07(c), the aggregate Letter of Credit Obligations is greater than the then current Borrowing Base of the Borrowers on a combined basis, the Squire Letter of Credit Obligations is greater than the then current Borrowing Base of Squire on an individual basis, the Miss Xxxxx Letter of Credit Obligations is greater than the then current Borrowing Base of Miss Xxxxx on an individual basis, or the Xxxx-Xx Letter of Credit Obligations is greater than the then current Borrowing Base of Xxxx-Xx on an individual basis, Squire, Miss Xxxxx or Xxxx-Xx, as appropriate, shall provide cash collateral to the Collateral Agent in the amount of such excess, which cash collateral shall be deposited in an interest bearing account maintained by the Collateral Agent and, provided that no Event of Default shall have occurred and be continuing, returned to Squire, Miss Xxxxx or Xxxx-Xx, as appropriate, at such time as (w) the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Loans no longer exceeds the then current Borrowing Base of the Borrowers on a combined basis, (x) the aggregate Squire Letter of Credit Obligations plus the aggregate principal amount of all outstanding Squire Revolving Credit Loans no longer exceeds the then current Borrowing Base of Squire on an individual basis, (y) the aggregate Miss Xxxxx Letter of Credit Obligations plus the aggregate principal amount of all outstanding Miss Xxxxx Revolving Credit Loans no longer exceeds the then current Borrowing Base of Miss Xxxxx on an individual basis, or (z) the aggregate Xxxx-Xx Letter of Credit Obligations plus the aggregate principal amount of all outstanding Xxxx-Xx Revolving Credit Loans no longer exceeds the then current Borrowing Base of Xxxx-Xx on an individual basis, as the case may be.
(d) Within ten (10) Business Days of delivery to the Agent of audited annual financial statements pursuant to Section 7.01(a)(ii) hereof or, if such financial statements are not delivered to the Agent on the date such statements are required to be delivered pursuant to such Section 7.01(a)(ii), ten (10) Business Days after the date such statements are required to be delivered to the Agent pursuant to Section 7.01(a)(ii), the Parent shall pay to the Agent an amount equal to 50% of the Excess Cash Flow for the Fiscal Year covered by such financial statements. Each prepayment pursuant to this paragraph (d) shall be applied to principal payments of the Term Loan in the inverse order of maturity.[Intentionally Omitted]
(e) [Intentionally Omitted]
(f) The Borrowers shall immediately prepay the outstanding principal Loans and provide cash collateral to the Collateral Agent in the amount of all Letter of Credit Obligations (which cash collateral shall be deposited in an interest bearing account maintained by the Term Loan in full in Collateral Agent) if, without its consent, BACC has been replaced as the event the Total Revolving Credit Commitment Factor by a Borrower other than if BACC is terminated for any reasonreplaced with one of its Affiliates.
(fg) Immediately upon Promptly following, and in any event within two Business Days after, the receipt by the Company or any Loan Party of its Subsidiaries of any Net Proceeds from the issuance, sale, assignment, transfer sale or other disposition by the Company or any Loan Party of its Subsidiaries of any Capital Stock, debt securities or assets of the Parent Company or any of its Subsidiaries, the Borrowers shall make a prepayment of the Term Loan Loans in an amount equal to 100% of the amount of such Net Proceeds, provided that the Borrowers shall not be required to prepay the Term Loan pursuant to this Section 2.07(f) such Loans in the case of (i) the issuance of Capital Stock of the Company pursuant to the Company's 1994 Stock Option Plan, the Company's 1998 Long Term Incentive Plan, the Company's Non-Employee Directors' Stock Option Plan or pursuant to other plans or arrangements with respect to options or warrants issued to the employees, consultants and directors of the Company or any Borrower to the extent such issuance results in cash Net Proceeds of less than $1,000,000 to the Company and the Borrowers in the aggregate in any Fiscal Year, (ii) the issuance of Capital Stock of the Company consisting of common equity or preferred equity to the extent of the Net Proceeds to the Company of an amount not greater than the outstanding principal amount of, and accrued and unpaid interest and fees on, the Additional Subordinated Notes or, if there are no outstanding Additional Subordinated Notes, $30,000,000, and, in the case of preferred equity, with a dividend not higher than the interest on the Additional Subordinated Notes or, if there are no Additional Subordinated Notes, the Existing Xxxx-Xx Subordinated Notes and having other terms no more restrictive to the Company and its Subsidiaries than the terms of the Additional Subordinated Notes or, if there are no Additional Subordinated Notes, the Existing Xxxx-Xx Subordinated Notes, in any case, to make the Xxxx-Xx Earn Out Payment or to prepay, purchase, redeem, retire, defease or otherwise acquire the Additional Subordinated Notes in accordance with Section 7.02(r)(iv) hereof, (iii) the issuance after the Initial Overadvance Period of Capital Stock of the Company consisting of common equity or preferred equity to the extent of the Net Proceeds to the Company of an amount not greater than the outstanding principal amount of, and accrued and unpaid interest and fees on, the Existing Xxxx-Xx Subordinated Notes, in the case of preferred equity, with a dividend not higher than the interest on the Existing Xxxx-Xx Subordinated Notes and having other terms no more restrictive to the Company and its Subsidiaries than the terms of the Existing Xxxx-Xx Subordinated Notes, the proceeds of which will be used to prepay, purchase, redeem, retire, defease or otherwise acquire the Existing Xxxx-Xx Subordinated Notes in accordance with Section 7.02(r)(iv) hereof, (iv) the issuance of Capital Stock of the Company consisting of common equity or preferred equity with a dividend not higher than the interest on the Company Notes and having other terms no more restrictive to the Company and its Subsidiaries than the terms of the Indenture, the proceeds of which will be used to prepay, purchase, redeem, retire, defease or otherwise acquire Company Notes in accordance with Section 7.02(r)(ii) hereof, (v) the issuance of the Additional Subordinated Notes to make the Xxxx-Xx Earn Out Payment or to refinance all or a portion of the Existing Xxxx-Xx Subordinated Notes or Additional Subordinated Notes, (vi) intercompany indebtedness between the Loan Parties permitted by Sections 7.02(b) and 7.02(f) hereof, (iivii) sales of Inventory by HIS the Borrowers and their Subsidiaries in the ordinary course of business, and (iiiviii) sales of machinery, equipment, fixtures or real property Accounts Receivable by the Parent Borrowers pursuant to the Factoring Agreements, and (ix) the disposition of obsolete or any of its Consolidated Domestic Subsidiaries worn out property in the ordinary course of business with an business. In addition, upon receipt of aggregate fair market value Net Proceeds from any such issuance, sale or other disposition by the Company or any of its Subsidiaries of any Capital Stock, debt securities or assets of the Company or any of its Subsidiaries in excess of $500,000, other than any Net Proceeds from the events described in clauses (i) through (iii) and clauses (v) through (ix) above, the current Overadvance Amount limits (as such amounts are initially set forth in clause (i) of the definition of "Overadvance Amount" in Section 1.01 hereof) shall each be reduced (but not exceeding $3,000,000 in any Fiscal Year. The below zero) on a dollar for dollar basis by the aggregate amount of Net Proceeds shall in excess of $500,000 received from any such issuance, sale or other disposition, with such reduction to be applied first to the principal installments effective upon receipt of the Term Loan in the inverse order of maturity and, if any such Net Proceeds remain after such application, second, to the Revolving Credit LoansProceeds.
(gh) Subject to paragraph (b) of Section 2.10 of this Agreement, the Administrative Agent shall on each Business Day apply all funds transferred received from the Factor pursuant to the Assignment Agreement or deposited in the Payment Officerepresenting other proceeds of Accounts Receivable or Inventory, to the payment, in whole or in part, of the outstanding Revolving Credit Loans.
(hi) Immediately upon the receipt by any Loan Party of any insurance proceeds, HIS the Borrowers shall prepay the Revolving Credit Loans in an amount equal to the insurance proceeds received by such Loan Party, provided that (i) except with -------- respect to the proceeds from key-man life insurance and except during the continuance of an Event of Default, proceeds from insurance covering damage to or loss of property not in excess of $250,000 500,000 for any one occurrence shall not be required to be so prepaid on such date to the extent such insurance proceeds are used to replace or restore the properties or assets in respect of which such proceeds were paid if the Borrowers deliver a certificate to the Agent on or prior to such date stating that such proceeds shall be used to replace or restore any such properties or assets within a period specified in such certificate not to exceed 60 days after the date of receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and (ii) if all or any portion of such proceeds not so applied to the repayment of the Revolving Credit Loans are not so used within the period specified in the relevant certificate furnished pursuant to clause (i) abovesuch 60 day period, such remaining portion shall be prepaid on the last day of such specified 60 day period. Such insurance proceeds shall be applied to the outstanding Revolving Credit Loans.
(i) Any prepayment made pursuant to this Section 2.07 shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment.
(j) The Borrowers shall repay the Loans in the amount of any payments received as principal of the non-negotiable limited recourse promissory notes listed on Schedule 7.02(k)(ii) hereof on the Business Day following the receipt of such payments.
(k) [Intentionally Omitted];
(l) Except as otherwise expressly provided in this Section 2.07, payments with respect to any paragraph of this Section 2.07 are in addition to payments made or required to be made under any other paragraph of this Section 2.07. Prepayments of the Loans pursuant to this Section 2.07 shall be applied in the following order: (i) to the Squire Revolving Credit Loans, the Miss Xxxxx Revolving Credit Loans or the Xxxx-Xx Revolving Credit Loans by the Administrative Agent, first, based upon the Borrower making such prepayment and, second, based upon such factors as the Administrative Agent deem appropriate in the exercise of its reasonable business judgment (which factors may include the minimization or reduction of the payments required by Section 2.10(a) hereof), and (ii) at the election of the Company to either (A) the A Revolving Credit Loans or (B) the cash collateralization of any outstanding Letter of Credit Obligations, provided that, if no Revolving Credit Loans are outstanding and the Borrowers are within the Borrowing Base (including any permitted Overadvance Amount), the Borrowers shall not be required to cash collateralize any outstanding Letters of Credit.
Appears in 1 contract
Reduction of Commitment Prepayment of Loans. (a) The Reduction of Commitments. ------------------------
(A) Each of the Total Revolving Credit Commitment and the Total Term Loan A Commitment shall automatically terminate in full at 5:00 p.m. on the Effective Final Maturity Date. Subject The Borrowers may, without premium or penalty, reduce the Total Term Loan A Commitment, including to Section 2.08an amount which may be zero. The Borrowers may, HIS may at any time without premium or from time to time and without penalty or premium penalty, reduce the Total Revolving Credit Commitment to an amount (which may be zero) not less than the sum of (I) the aggregate unpaid principal amount of all Revolving Credit Loans then outstanding plus outstanding, (II) the aggregate principal amount of all Revolving Credit Loans not yet made as to which notice a Notice of Borrowing has been given by HIS the Administrative Borrower under Section 2.03 hereof. Any 2.02, (III) the Letter of ------------ Credit Obligations at such time, and (IV) the stated amount of all Letters of Credit not yet issued as to which a request has been made and not withdrawn.
(B) The Total Term Loan B Commitment shall terminate on the Facility Effective Date.
(ii) Each such voluntary reduction of the Total Revolving Credit Commitment or the Total Term Loan A Commitment pursuant to clause (i)(A) of this Section 2.05(a) shall be in an amount --------------- which is an integral multiple of $5,000,000. Reduction of 15,000,000 (unless the Total Revolving Credit Commitment or Total Term Loan A Commitment in effect immediately prior to such reduction is less than $15,000,000), shall be made by providing not less than three five (5) Business Days' prior written notice (which notice to the Administrative Agent and shall be irrevocable) to . Once reduced, neither the Total Revolving Credit Commitment nor the Total Term Loan A Commitment may be increased. Each such effect to the Agent (which notice the Agent shall promptly transmit to each Lender). Reductions reduction of the Total Revolving Credit Commitment are irrevocable and may not be reinstated. Each such reduction shall reduce the applicable Revolving Credit Commitment of each Lender holding such commitment proportionately in accordance with its Pro Rata ShareShare thereof. Each such reduction of the Total Term Loan A Commitment shall reduce the applicable Term Loan A Commitment of each Lender holding such commitment proportionately in accordance with its Pro Rata Share thereof.
(biii) Subject In addition, if the Loan Parties prepay the Revolving Loans pursuant to a mandatory prepayment described in clause (vii) of Section 2.05(c), the Total Revolving Credit Commitment shall --------------- be permanently reduced in an amount corresponding to the terms and conditions contained in this Section 2.07, Section 2.10 and elsewhere in this Agreement, the Borrowers shall have the right to prepay, in whole or in part, the Revolving Credit Loans and the Term Loan, provided that (i) subject to the terms of Section 2.08, the Borrowers shall be obligated to pay the Early Termination Fee with respect to any Loans prepaid in connection with a termination being prepaid. Each reduction of the Total Revolving Credit Commitment prior shall reduce the applicable Revolving Credit Commitment of each Lender holding such commitment proportionately in accordance with its Pro Rata Share thereof.
(iv) In addition, if the Loan Parties are obligated to October 30, 2001, and prepay the Term Loan A pursuant to any mandatory prepayment described in clauses (ii) all partial prepayments through (vii) of Section 2.05(c) and amounts are --------------- payable in respect of the Term Loan shall be applied to the principal installments of the Term Loan A in the inverse order of maturity.
(c) If at any time the Borrowing Base is less than the sum excess of the outstanding principal on all Revolving Credit Loans outstanding (i) HIS will immediately give notice of such occurrence to the Agent and (ii) HIS will prepay the Revolving Credit Loans in an amount which will reduce the sum of the outstanding principal on all Revolving Credit Loans to an amount less than or equal to the then current Borrowing Base.
(d) Within ten (10) Business Days of delivery to the Agent of audited annual financial statements pursuant to Section 7.01(a)(ii) hereof or, if such financial statements are not delivered to the Agent on the date such statements are required to be delivered pursuant to such Section 7.01(a)(ii), ten (10) Business Days after the date such statements are required to be delivered to the Agent pursuant to Section 7.01(a)(ii), the Parent shall pay to the Agent an amount equal to 50% of the Excess Cash Flow for the Fiscal Year covered by such financial statements. Each prepayment pursuant to this paragraph (d) shall be applied to principal payments of the Term Loan in the inverse order of maturity.
(e) The Borrowers shall immediately prepay the outstanding principal amount of the Term Loan in full in the event A, the Total Revolving Credit Commitment is terminated for any reason.
(f) Immediately upon the receipt by any Loan Party of any Net Proceeds from the issuance, sale, assignment, transfer or other disposition by any Loan Party of any Capital Stock, debt securities or assets of the Parent or any of its Subsidiaries, the Borrowers shall make a prepayment of the Term Loan A Commitment shall be permanently reduced in an amount equal corresponding to the amount of such Net Proceeds, provided that excess (in addition to any reduction in the Borrowers shall not be required to prepay the Total Term Loan pursuant to this Section 2.07(f) A Commitment as provided in the case of clause (i) intercompany indebtedness between the Loan Parties permitted by Sections 7.02(b) and 7.02(f) hereof, (ii) sales of Inventory by HIS in the ordinary course of business, and (iii) sales of machinery, equipment, fixtures or real property by the Parent or any of its Consolidated Domestic Subsidiaries in the ordinary course of business with an aggregate fair market value not exceeding $3,000,000 in any Fiscal Year. The aggregate amount of Net Proceeds shall be applied first to the principal installments of the Term Loan in the inverse order of maturity and, if any Net Proceeds remain after such application, second, to the Revolving Credit Loans.
(g) Subject to paragraph (bv) of Section 2.10 of this Agreement, the Agent shall on each Business Day apply all funds transferred to or deposited in the Payment Office, to the payment, in whole or in part, of the outstanding Revolving Credit Loans.
(h) Immediately upon the receipt by any Loan Party of any insurance proceeds, HIS shall prepay the Revolving Credit Loans in an amount equal to the insurance proceeds received by such Loan Party, provided that (i) except during the continuance of an Event of Default, proceeds from insurance covering damage to property not in excess of $250,000 for any one occurrence shall not be required to be so prepaid on such date to the extent such insurance proceeds are used to replace or restore the properties or assets in respect of which such proceeds were paid if the Borrowers deliver a certificate to the Agent on or prior to such date stating that such proceeds shall be used to replace or restore any such properties or assets within a period specified in such certificate not to exceed 60 days after the date of receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and (ii) if all or any portion of such proceeds not so applied to the repayment of the Revolving Credit Loans are not so used within the period specified in the relevant certificate furnished pursuant to clause (i) above, such remaining portion shall be prepaid on the last day of such specified period2.01(b)). Such insurance proceeds shall be applied to the outstanding Revolving Credit Loans.
(i) Any prepayment made pursuant to this Section 2.07 shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment.
(j) Except as otherwise expressly provided in this Section 2.07, payments with respect to any paragraph of this Section 2.07 are in addition to payments made or required to be made under any other paragraph of this Section 2.07.---------------
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Samples: Financing Agreement (Solutia Inc)
