Reductions of Domestic Syndicated Loan Commitments and Mandatory Repayments. (a) Upon at least three Business Days’ prior telephonic notice (promptly confirmed in writing) to the Domestic Agent, Interface shall have the right, without premium or penalty, to reduce the Domestic Syndicated Loan Commitments, in part or in whole; provided that (i) any such reduction shall apply to reduce proportionately and permanently the Domestic Syndicated Loan Commitments of each of the Lenders, (ii) any partial reduction pursuant to this Section 2.03 shall be in an amount of at least $2,000,000 and integral multiples of $500,000, and (iii) no such reduction shall be permitted which would (A) require a prepayment that is not permitted by Section 4.06, (B) reduce the total Domestic Syndicated Loan Commitments to an amount less than the total outstanding Extensions of Credit, or (C) be prohibited by the immediately following sentence. (b) If any Senior Notes Indenture or Former Senior Notes Indenture having terms requiring prepayments or commitment reductions from any Asset Sales is outstanding or in effect, then: (i) No mandatory permanent reductions in Commitments or mandatory prepayments shall be required pursuant to this Section 2.03(b) until the aggregate amount of Asset Sales occurring after December 3, 2010, exceeds $25,000,000 (based upon the Asset Values thereof, but excluding in the foregoing computation and from the requirements of this Section 2.03(b), (A) Asset Sales resulting from loss, damage, destruction, or taking where the proceeds thereof are utilized so as to be excluded from the definition of Net Proceeds and (B) Asset Sales occurring as a part of any sale and leaseback transactions permitted pursuant to Section 8.06). (ii) If, within fifteen months following any Asset Sale at and after the time such Asset Values have exceeded $25,000,000, the entire amount of the Net Proceeds of such Asset Sale have not been (A) applied to an investment in Replacement Assets or (B) applied to repay any Senior Notes or Former Senior Notes in a manner permitted pursuant to Section 8.08, then the Borrower shall repay the outstanding Domestic Revolving Loans in an amount equal to one hundred percent (100%) of the Net Proceeds (which Net Proceeds shall be applied in the manner set forth in Section 2.03(e)), and the Domestic Syndicated Loan Commitments shall be permanently reduced by such amount; provided that any such reduction shall apply to reduce proportionately and permanently the Domestic Syndicated Loan Commitments of each of the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Interface Inc), Credit Agreement (Interface Inc)
Reductions of Domestic Syndicated Loan Commitments and Mandatory Repayments. (a) Upon at least three Business Days’ prior telephonic notice (promptly confirmed in writing) to the Domestic Agent, Interface shall have the right, without premium or penalty, to reduce the Domestic Syndicated Loan Commitments, in part or in whole; provided that (i) any such reduction shall apply to reduce proportionately and permanently the Domestic Syndicated Loan Commitments of each of the Lenders, (ii) any partial reduction pursuant to this Section 2.03 shall be in an amount of at least $2,000,000 and integral multiples of $500,000, and (iii) no such reduction shall be permitted which would (A) require a prepayment that is not permitted by Section 4.06, (B) reduce the total Domestic Syndicated Loan Commitments to an amount less than the total outstanding Extensions of Credit, or (C) be prohibited by the immediately following sentence.
(b) If any Senior Notes Indenture Note, any Senior Subordinated Note or Former Senior Notes Indenture any other Subordinated Debt having terms requiring prepayments or commitment reductions from any Asset Sales is outstanding or in effect, then:
(i) No mandatory permanent reductions in Commitments or mandatory prepayments shall be required pursuant to this Section 2.03(b) until the aggregate amount of Asset Sales occurring after December 3January 17, 20102002, exceeds $25,000,000 15,000,000 (based upon the Asset Values thereof, but excluding in the foregoing computation and from the requirements of this Section 2.03(b), (A) Asset Sales resulting from loss, damage, destruction, or taking where the proceeds thereof are utilized so as to be excluded from the definition of Net Proceeds and (B) Asset Sales occurring as a part of any sale and leaseback transactions permitted pursuant to Section 8.06).
(ii) If, within fifteen months following any Asset Sale at and after the time such Asset Values have exceeded $25,000,00015,000,000, the entire amount of the Net Proceeds of such Asset Sale have not been (A) applied to an investment in Replacement Assets or (B) applied to repay any of the Senior Notes or Former the Senior Subordinated Notes in a manner solely to the extent such repayment is permitted pursuant to Section 8.08, then the Borrower shall repay the outstanding Domestic Revolving Loans in an amount equal to one hundred percent (100%) of the Net Proceeds (which Net Proceeds shall be applied in the manner set forth in Section 2.03(e)), and the Domestic Syndicated Loan Commitments shall be permanently reduced by such amount; provided that any such reduction shall apply to reduce proportionately and permanently the Domestic Syndicated Loan Commitments of each of the Lenders.
(c) If the Senior Notes, the Senior Subordinated Notes and all other Subordinated Debt having terms requiring prepayments or commitment reductions from any Asset Sales are no longer outstanding or in effect, then, within two Business Days following the receipt of the Net Proceeds of any Asset Sale, the Borrower shall repay the outstanding Domestic Revolving Loans in an amount equal to one hundred percent (100%) of the Net Proceeds (which Net Proceeds shall be applied in the manner set forth in Section 2.03(e)).
(d) If the aggregate outstanding principal amount of all Extensions of Credit exceeds at any time the Domestic Borrowing Limit, then the Borrower shall immediately repay applicable Extensions of Credit in an amount equal to such excess so that, after such repayment, such condition would not be true, together with all accrued but unpaid interest on such excess amount with such repayment applied in the manner set forth in Section 2.03(e).
(e) Each repayment required to be made pursuant to Section 2.03(b), (c) or (d) shall be applied (i) first, if (and to the extent) necessary to eliminate such excess, to repay outstanding Domestic Settlement Loans, (ii) second, if (and to the extent) necessary to eliminate such excess, to repay outstanding Domestic Syndicated Loans which are Base Rate Advances, (iii) third, if (and to the extent) necessary to eliminate such excess, to repay outstanding Domestic Syndicated Loans which are LIBOR Advances, (iv) fourth, if (and to the extent) necessary to eliminate such excess, with respect to any Letters of Credit then outstanding, to make a payment of cash collateral in Dollars into an account established and continually maintained by Interface with the Collateral Agent, and over which the Collateral Agent shall have “control” as such term is used in Article 9 of the UCC, in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit, to be applied in accordance with the terms of Article IX.
(f) No repayment or prepayment pursuant to this Section 2.03 shall affect any of the Borrower’s obligations under any Hedging Agreement.
Appears in 1 contract
Samples: Credit Agreement (Interface Inc)
Reductions of Domestic Syndicated Loan Commitments and Mandatory Repayments. (a) Upon at least three Business Days’ ' prior telephonic notice (promptly confirmed in writing) to the Domestic Agent, Interface shall have the right, without premium or penalty, to reduce the Domestic Syndicated Loan Commitments, in part or in whole; provided PROVIDED that (i) any such reduction shall apply to reduce proportionately and permanently the Domestic Syndicated Loan Commitments of each of the Lenders, (ii) any partial reduction pursuant to this Section 2.03 shall be in an amount of at least $2,000,000 and integral multiples of $500,000, and (iii) no such reduction shall be permitted which would (A) require a prepayment that is not permitted by Section 4.06, (B) reduce the total Domestic Syndicated Loan Commitments to an amount less than the total outstanding Extensions of Credit, or (C) be prohibited by the immediately following sentence. Furthermore, any reduction (or portion thereof) which, after its application, leaves the Domestic Syndicated Loan Commitments at an amount below $75,000,000 shall also serve to reduce permanently and on a pro rata basis the UK Multicurrency Syndicated Loan Commitments; PROVIDED that (i) any such reduction shall apply to reduce proportionately and permanently the UK Multicurrency Syndicated Loan Commitments of each of the Lenders and (ii) no such reduction shall be permitted which would (A) require a prepayment that is not permitted by Section 4.06 or (B) reduce the total UK Multicurrency Syndicated Loan Commitments to an amount less than the sum of the total outstanding UK Multicurrency Revolving Loans, PLUS the Aggregate UK Multicurrency L/C Outstandings.
(b) If any Senior Notes Indenture Note, any Senior Subordinated Note or Former Senior Notes Indenture any other Subordinated Debt having terms requiring prepayments or commitment reductions from any Asset Sales is outstanding or in effect, then:
(i) No mandatory permanent reductions in Commitments or mandatory prepayments shall be required pursuant to this Section 2.03(b) until the aggregate amount of Asset Sales occurring after December 3November 15, 20101995, exceeds $25,000,000 15,000,000 (based upon the Asset Values thereof, but excluding in the foregoing computation and from the requirements of this Section 2.03(b), (A) Asset Sales resulting from loss, damage, destruction, or taking where the proceeds thereof are utilized so as to be excluded from the definition of Net Proceeds and (B) Asset Sales occurring as a part of any sale and leaseback transactions permitted pursuant to Section 8.06).
(ii) If, within fifteen fourteen months following any Asset Sale at and after the time such Asset Values have exceeded $25,000,00015,000,000, the entire amount of the Net Proceeds of such Asset Sale have not been (A) applied to an investment in Replacement Assets or (B) applied to repay any of the Senior Notes or Former the Senior Subordinated Notes in a manner solely to the extent such repayment is permitted pursuant to Section 8.08, then the Borrower Borrowers shall repay the outstanding Domestic Revolving Loans and UK Multicurrency Revolving Loans in an amount equal to one hundred percent (100%) of the Net Proceeds (which Net Proceeds shall be applied in the manner set forth in Section 2.03(e)), and the Domestic Syndicated Loan Commitments shall be permanently reduced by such amount; provided PROVIDED that any such reduction shall apply to reduce proportionately and permanently the Domestic Syndicated Loan Commitments of each of the Lenders. Furthermore, each such reduction of the Domestic Syndicated Loan Commitments shall, to the same extent described in Section 2.03(a), permanently reduce on a pro rata basis the UK Multicurrency Syndicated Loan Commitments.
(c) If the Senior Notes, the Senior Subordinated Notes and all other Subordinated Debt having terms requiring prepayments or commitment reductions from any Asset Sales are no longer outstanding or in effect, then, within two Business Days following the receipt of the Net Proceeds of any Asset Sale, the Borrowers shall repay the outstanding Domestic Revolving Loans and UK Multicurrency Revolving Loans in an amount equal to one hundred percent (100%) of the Net Proceeds (which Net Proceeds shall be applied in the manner set forth in Section 2.03(e)).
(d) If (i) the aggregate outstanding principal amount of all Extensions of Credit exceed at any time the aggregate amount of the Lenders' Domestic Syndicated Loan Commitments; (ii) the sum of (A) aggregate principal amount of all Domestic Revolving Loans, plus (B) the Aggregate Domestic L/C Outstandings exceeds at any time the Domestic Borrowing Limit; or (iii) the sum of (A) the aggregate principal amount of all Domestic Revolving Loans which have been made to the Additional Domestic Borrower, PLUS (B) the Aggregate Domestic L/C Outstandings which are attributable or allocable to Domestic Letters of Credit with respect to which the Additional Domestic Borrower is the L/C Account Party exceeds $10,000,000, then, in each of such foregoing cases, the Domestic Borrower and the Additional Domestic Borrower (up to the extent of its respective Obligations hereunder) shall immediately repay applicable Extensions of Credit in an amount equal to such excess so that, after such repayment, the conditions in subclauses (i), (ii), and (iii) would not be true, together with all accrued but unpaid interest on such excess amount with such repayment applied in the manner set forth in Section 2.03(e).
(e) Each repayment required to be made pursuant to Sections 2.03(b), (c) and (d) shall be applied (i) first, if (and to the extent) necessary to eliminate such excess, to repay outstanding Domestic Settlement Loans, (ii) second, if (and to the extent) necessary to eliminate such excess, to repay outstanding Domestic Syndicated Loans which are Base Rate Advances, (iii) third, if (and to the extent) necessary to eliminate such excess, to repay outstanding Domestic Syndicated Loans which are LIBOR Advances, (iv) fourth, if (and to the extent) necessary to eliminate such excess, to repay outstanding UK Multicurrency Swing Line Loans, (v) fifth, if (and to the extent) necessary to eliminate such excess, to repay outstanding UK Multicurrency Syndicated Loans which are LIBOR Advances and (vi) sixth, if (and to the extent) necessary to eliminate such excess, with respect to any Letters of Credit then outstanding, to make a payment of cash collateral in Dollars into an account established and continually maintained by Interface with the Collateral Agent, and over which the Collateral Agent shall have "control" as such term is used in Article 9 of the UCC, in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit, to be applied in accordance with the terms of Article IX; PROVIDED that all repayments made by the Additional Domestic Borrower shall be applied solely to the Obligations of the Additional Domestic Borrower in subclauses (i) through (iii) and (vi), above, in such order, without regard to other Obligations which may be represented by such subclauses.
(f) No repayment or prepayment pursuant to this Section 2.03 shall affect any of the Borrowers' obligations under any Hedging Agreement.
Appears in 1 contract
Samples: Credit Agreement (Interface Inc)
Reductions of Domestic Syndicated Loan Commitments and Mandatory Repayments. (a) Upon at least three Business Days’ ' prior telephonic notice (promptly confirmed in writing) to the Domestic Agent, Interface shall have the right, without premium or penalty, to reduce the Domestic Syndicated Loan Commitments, in part or in whole; provided that (i) any such reduction shall apply to reduce proportionately and permanently the Domestic Syndicated Loan Commitments of each of the Lenders, (ii) any partial reduction pursuant to this Section 2.03 shall be in an amount of at least $2,000,000 and integral multiples of $500,000, and (iii) no such reduction shall be permitted which would (A) require a prepayment that is not permitted by Section 4.06, or (B) reduce the total Domestic Syndicated Loan Commitments to an amount less than the total outstanding Extensions of Credit. Furthermore, each such reduction of the Domestic Syndicated Loan Commitments shall permanently reduce on a pro rata basis the Multicurrency Syndicated Loan Commitments; provided that (i) any such reduction shall apply to reduce proportionately and permanently the Multicurrency Syndicated Loan Commitments of each of the Lenders and (ii) no such reduction shall be permitted which would (A) require a prepayment that is not permitted by Section 4.06, or (CB) be prohibited by reduce the immediately following sentence.total Multicurrency Syndicated Loan Commitments to an amount less than the sum of the total outstanding Multicurrency Syndicated Loans and the total outstanding Aggregate Multicurrency L/C Outstandings
(b) If any Senior Notes Indenture Note, any Senior Subordinated Note or Former Senior Notes Indenture any other Subordinated Debt having terms requiring prepayments or commitment reductions from any Asset Sales is outstanding or in effect, then:
(i) No mandatory permanent reductions in Commitments or mandatory prepayments shall be required pursuant to this Section 2.03(b) until the aggregate amount of Asset Sales occurring after December 3November 15, 2010, 1995 exceeds $25,000,000 15,000,000 (based upon the Asset Values thereof, but excluding in the foregoing computation and from the requirements of this Section 2.03(b), (A) Asset Sales resulting from loss, damage, destruction, or taking where the proceeds thereof are utilized so as to be excluded from the definition of Net Proceeds and (B) Asset Sales occurring as a part of any sale and leaseback transactions permitted pursuant to Section 8.06).
(ii) If, within fifteen fourteen months following any Asset Sale at and after the time such Asset Values have exceeded $25,000,00015,000,000, the entire amount of the Net Proceeds of such Asset Sale have not been (A) applied to an investment in Replacement Assets or (B) applied to repay any of the Senior Notes or Former the Senior Subordinated Notes in a manner 41 solely to the extent such repayment is permitted pursuant to Section 8.08, then the Borrower Borrowers shall repay the outstanding Domestic Revolving Loans and Multicurrency Syndicated Loans in an amount equal to one hundred percent (100%) of the Net Proceeds (which Net Proceeds shall be applied in the manner set forth in Section 2.03(e)), and the Domestic Syndicated Loan Commitments shall be permanently reduced by such amount; provided that any such reduction shall apply to reduce proportionately and permanently the Domestic Syndicated Loan Commitments of each of the Lenders. Furthermore, each such reduction of the Domestic Syndicated Loan Commitments shall permanently reduce on a pro rata basis the Multicurrency Syndicated Loan Commitments; provided that any such reduction shall apply to reduce proportionately and permanently the Multicurrency Syndicated Loan Commitments of each of the Lenders.
(c) If the Senior Notes, the Senior Subordinated Notes and all other Subordinated Debt having terms requiring prepayments or commitment reductions from any Asset Sales are no longer outstanding or in effect, then, within two Business Days following the receipt of the Net Proceeds of any Asset Sale, the Borrowers shall repay the outstanding Domestic Revolving Loans and Multicurrency Syndicated Loans in an amount equal to one hundred percent (100%) of the Net Proceeds (which Net Proceeds shall be applied in the manner set forth in Section 2.03(e)).
(d) If the aggregate outstanding principal amount of all Extensions of Credit exceed at any time the Borrowing Limit, Interface shall immediately repay Extensions of Credit in an amount equal to such excess, together with all accrued but unpaid interest on such excess amount with such repayment applied in the manner set forth in Section 2.03(e).
(e) Each repayment required to be made pursuant to Sections 2.03(b), (c) and (d) shall be applied (i) first, if (and to the extent) necessary to eliminate such excess, to repay outstanding Domestic Swing Line Loans, (ii) second, if (and to the extent) necessary to eliminate such excess, to repay outstanding Domestic Syndicated Loans which are Base Rate Advances, (iii) third, if (and to the extent) necessary to eliminate such excess, to repay outstanding Domestic Syndicated Loans which are LIBOR Advances, (iv) fourth, if (and to the extent) necessary to eliminate such excess, to repay outstanding Multicurrency Syndicated Loans which are LIBOR Advances and (v) fifth, if (and to the extent) necessary to eliminate such excess, with respect to any Letters of Credit then outstanding, to make a payment of cash collateral in Dollars into the Domestic L/C Cash Collateral Account or the Multicurrency L/C Cash Collateral Account, as applicable, in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit, to be applied in accordance with the terms of Section 6.6 of the Letter of Credit Agreement.
(f) No repayment or prepayment pursuant to this Section 2.03 shall affect any of the Borrowers' obligations under any Hedging Agreement.
Appears in 1 contract
Samples: Credit Agreement (Interface Inc)
