Repayment from Debt Proceeds. (a) The Ultimate Parent shall, subject to paragraph (c) of Clause 12.3 (Blocked Accounts) and paragraph (b) below (or to the Facility Agent (acting on the instructions of an Instructing Group) having otherwise agreed), procure that 50% of Debt Proceeds raised by any member of the Group in connection with any single raising of Debt Proceeds which exceeds £10 million shall be applied in prepayment of Outstandings, in accordance with Clause 11.3 (Application of Repayments) within 10 Business Days following receipt of such Debt Proceeds. (b) Paragraph (a) above shall not apply to: (i) any Financial Indebtedness raised under the Bridge Facility Agreement, the Alternative Bridge Facility Agreement, the Exchange Notes or the New High Yield Notes, and in the case of the latter up to the aggregate of (A) the aggregate principal amount outstanding under the Bridge Facility or the Alternative Bridge Facility (as the case may be), (B) any accrued interest thereon, (C) any contractual premium payable in respect thereof and (D) any fees, costs, expenses, commissions and other similar charges reasonably incurred in connection with such financing; (ii) any Financial Indebtedness raised in connection with any High Yield Debt Refinancing; (iii) any Financial Indebtedness in respect of any Hedging Agreement entered into by any member of the Group; (iv) any Financial Indebtedness raised by any member of the Group from any other member of the Group to the extent not otherwise prohibited by this Agreement; (v) any Financial Indebtedness to the extent raised by any member of the Bank Group which is permitted by Clause 25.4 (Financial Indebtedness); (vi) Financial Indebtedness constituting Parent Debt which is incurred in compliance with the provisions of Clause 25.18 (Parent Debt); (vii) any Financial Indebtedness to the extent raised by any member of the Group (other than a member of the Bank Group) the proceeds of which are contributed to the Bank Group in accordance with Clause 24.15 (Contributions to the Bank Group); (viii) any Financial Indebtedness constituting any “daylight loans” which are expressly contemplated by the Steps Paper (and as such term is defined or referred to therein); (ix) any net cash proceeds of any debt issuances which are expressly contemplated in the Steps Paper; (x) with the prior written consent of an Instructing Group, any Financial Indebtedness raised by any member of the Group which is not a member of the Bank Group, the proceeds of which shall be applied towards the financing of an acquisition to be made by such person or any other member of the Group which is not a member of the Bank Group; (xi) any Financial Indebtedness which constitutes Merger Indebtedness; (xii) any Financial Indebtedness contemplated by the provisions of the Commitment Letter and to be incurred following delivery of a Structure Notice; (xiii) any Financial Indebtedness raised by any Permitted Joint Venture; (xiv) any proceeds of any Stand Alone Baseball Financing; or (xv) any proceeds of any Alternative Baseball Financing, provided that in the case of sub-paragraph (vii) above, such Debt Proceeds shall within 90 days of receipt thereof, be contributed into the Bank Group and deposited into a Blocked Account as contemplated by Clause 12.3 (Blocked Accounts) and if not applied within 90 days after such deposit shall, subject to paragraph (b) of Clause 12.3 (Blocked Accounts), be applied in or towards repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments).
Appears in 3 contracts
Samples: Senior Facilities Agreement (Virgin Media Investment Holdings LTD), Senior Facilities Agreement (Virgin Media Inc.), Senior Facilities Agreement (Virgin Media Investment Holdings LTD)
Repayment from Debt Proceeds. (a) The Ultimate Parent shall, subject to paragraph (c) of Clause 12.3 (Blocked Accounts) and paragraph (b) below (or to the Facility Agent (acting on the instructions of an Instructing Group) having otherwise agreed), procure that that:
(i) 50% of Debt Proceeds raised by any member of the Group in connection with any single raising of Debt Proceeds which exceeds £10 million (and which is not referred to in paragraphs (ii), (iii) or (iv) below) shall be applied in prepayment of Outstandings, in accordance with Clause 11.3 (Application of Repayments) within 10 Business Days following receipt of such Debt Proceeds;
(ii) 100% of Debt Proceeds (for this purpose, the words “other than Parent Debt” shall be deemed omitted from the definition of this term) raised from the Additional High Yield Notes shall be applied in prepayment of Outstandings, in accordance with Clause 11.3 (Application of Repayments) within 10 Business Days following receipt of such Debt Proceeds raised from the issuance of the Additional High Yield Notes;
(iii) an amount equal to 100% of the Additional Facility Outstandings in relation to any drawing under any Additional Facility shall be applied in prepayment of Outstandings in accordance with Clause 11.3 (Application of Repayments), as promptly as possible and in any case within 10 Business Days of such drawing, provided that pending such application, any amounts so drawn down shall at all times be held in an account of the relevant Additional Facility Borrower, which account must be subject to the Security under the Security Documents; and
(iv) 100% of Debt Proceeds raised in reliance on the basket for tax-related financings provided in paragraph (p) of Clause 25.4 (Financial Indebtedness) shall be applied in prepayment of Outstandings, in accordance with Clause 11.3 (Application of Repayments), within 10 Business Days following receipt of such Debt Proceeds.
(b) Paragraph (a) above shall not apply to:
(i) any Financial Indebtedness raised under the Bridge Facility Agreement, the Alternative Bridge Facility Agreement, the Exchange Notes or the New High Yield Notes, and in the case of the latter up to the aggregate of (A) the aggregate principal amount outstanding under the Bridge Facility or the Alternative Bridge Facility (as the case may be), (B) any accrued interest thereon, (C) any contractual premium payable in respect thereof and (D) any fees, costs, expenses, commissions and other similar charges reasonably incurred in connection with such financing;
(ii) any Financial Indebtedness raised in connection with any High Yield Debt Refinancing;
(iii) any Financial Indebtedness in respect of any Hedging Agreement entered into by any member of the Group;
(iv) any Financial Indebtedness raised by any member of the Group from any other member of the Group to the extent not otherwise prohibited by this Agreement;
(v) any Financial Indebtedness to the extent raised by any member of the Bank Group which is permitted by Clause 25.4 (Financial Indebtedness);
(vi) Financial Indebtedness constituting Parent Debt which is incurred in compliance with the provisions of Clause 25.18 (Parent Debt), except to the extent paragraph (a)(ii) above applies thereto;
(vii) any Financial Indebtedness to the extent raised by any member of the Group (other than a member of the Bank Group) the proceeds of which are contributed to the Bank Group in accordance with Clause 24.15 (Contributions to the Bank Group);
(viii) any Financial Indebtedness constituting any “daylight loans” which are expressly contemplated by the Steps Paper (and as such term is defined or referred to therein);
(ix) any net cash proceeds of any debt issuances which are expressly contemplated in the Steps Paper;
(x) with the prior written consent of an Instructing Group, any Financial Indebtedness raised by any member of the Group which is not a member of the Bank Group, the proceeds of which shall be applied towards the financing of an acquisition to be made by such person or any other member of the Group which is not a member of the Bank Group;
(xi) any Financial Indebtedness which constitutes Merger Indebtedness;
(xii) any Financial Indebtedness contemplated by the provisions of the Commitment Letter and to be incurred following delivery of a Structure Notice;
(xiii) any Financial Indebtedness raised by any Permitted Joint Venture;
(xiv) any proceeds of any Stand Alone Baseball Financing; or
(xv) any proceeds of any Alternative Baseball Financing, provided that in the case of sub-paragraph (vii) above, such Debt Proceeds shall within 90 days of receipt thereof, be contributed into the Bank Group and deposited into a Blocked Account as contemplated by Clause 12.3 (Blocked Accounts) and if not applied within 90 days after such deposit shall, subject to paragraph (b) of Clause 12.3 (Blocked Accounts), be applied in or towards repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments).
Appears in 2 contracts
Samples: Senior Facilities Agreement (Virgin Media Inc.), Senior Facilities Agreement (Virgin Media Inc.)
Repayment from Debt Proceeds. (a) The Ultimate Parent shallSubject to the provisions of the Principal Intercreditor Deed and, subject upon and following an Integrated Merger Event to paragraph (c) of Clause 12.3 (Blocked Accounts) any other applicable intercreditor agreement and paragraph (b) below (or to unless the Facility Agent (acting on the instructions of an the Instructing Group) having otherwise agreed)agrees, procure TCN shall, subject to paragraph (b) below, ensure that an amount equal to 50% of Debt the Net Proceeds in excess of £10,000,000 of any Financial Indebtedness raised by the Ultimate Parent, Telewest UK or any member of the TCN Group in connection with any single raising of Debt Proceeds which exceeds £10 million Financial Indebtedness after the date hereof shall be applied in prepayment contributed to a member of Outstandingsthe TCN Group, if applicable, in accordance with Clause 11.3 18.16 (Contributions to the TCN Group) and, to the extent such Net Proceeds have not been or are not required to be applied in repayment of the Senior Facilities in accordance with the Principal Intercreditor Deed, applied in or towards repayment of Outstandings in accordance with Clause 6.3 (Application of Repayments) within 10 in the incremental amount at the end of Interest Periods next ending on or after the 10th Business Days Day following the date of receipt of such Debt ProceedsNet Proceeds by the relevant member of the Group.
(b) Paragraph (a) above shall not apply to:
(i) the Net Proceeds of the Senior Facilities or any Financial Indebtedness raised under the Bridge Facility Agreement, the Alternative Bridge Facility Agreement, the Exchange Notes in respect of any Senior Debt Refinancing or the New High Yield Notes, and Second Lien Refinancing provided that any amount received in the case of the latter up to connection with any such Senior Debt Refinancing or Second Lien Refinancing which exceeds the aggregate of (A) the aggregate principal amount outstanding under of the Bridge Facility or the Alternative Bridge Facility (as the case may be)Financial Indebtedness being refinanced, (B) any accrued interest thereon, (C) any make-whole and any other contractual premium payable in respect thereof and (D) any fees, costs, expenses, commissions and other similar charges reasonably incurred in connection with such financingrefinancing, shall be required to be repaid in accordance with paragraph (a) above except to the extent such excess would be excluded from the application of paragraph (a) above under the terms of any other provision of this paragraph (b);
(ii) any Financial Indebtedness raised in connection with an Unintegrated Merger Event or at any High Yield Debt Refinancingtime prior to an Integrated Merger Event, the Net Proceeds of any Target Group Refinancing Indebtedness raised by the Ultimate Parent or Telewest UK;
(iii) in connection with or at any time after an Integrated Merger Event, the Net Proceeds of any Target Group Refinancing Indebtedness and any Post Merger Target Group Refinancing raised by the Ultimate Parent, Telewest UK or any member of the Group, which is not otherwise prohibited by this Agreement, (provided in each case, that any amount received in connection with any Target Group Refinancing Indebtedness or any Post Merger Target Group Refinancing which exceeds the aggregate of (A) the aggregate principal amount of the Target Group Financial Indebtedness and/or Target Group Refinancing Indebtedness (as the case may be) which is being refinanced, (B) any accrued interest thereon, (C) make-whole and any other contractual premium payable in respect thereof which is not inconsistent with standard market practice, and (D) any reasonable fees, costs, expenses, commissions and other similar charges reasonably incurred in connection with such refinancing, shall be required to be repaid in accordance with paragraph (a) above, except to the extent such excess would be excluded from the application of paragraph (a) above under the terms of any other provision in this paragraph (b));
(iv) the Net Proceeds of any Financial Indebtedness in respect of any Hedging Agreement entered into by any member of the Group;
(ivv) the Net Proceeds of any Financial Indebtedness raised by the Ultimate Parent, Telewest UK or any member of the TCN Group from any other member of the Group to the extent not otherwise prohibited by this Agreement;
(vvi) the Net Proceeds of any Financial Indebtedness raised by the Ultimate Parent, Telewest UK or a member of the TCN Group to the extent raised by any member of the Bank Group which such Financial Indebtedness is permitted by Clause 25.4 19.4 (Financial Indebtedness) or paragraph (b) of Clause 19.15 (Telewest UK Covenants);
(vivii) Financial Indebtedness constituting the Net Proceeds of any Telewest Global Debt raised by the Ultimate Parent Debt or Telewest UK which is incurred Net Proceeds are, within 90 Business Days of receipt thereof, contributed to the TCN Group in accordance with Clause 18.16 (Contributions to the TCN Group)and deposited into a Blocked Account to the extent contemplated by Clause 7.3 (Blocked Accounts) and applied within 90 days after such deposit towards the purchase price of any acquisition or investment permitted by Clause 19.13 (Acquisitions and Investments) or within 12 months thereafter towards Capital Expenditure in compliance with the provisions of Clause 25.18 17.2 (Parent Debt)Permitted Capital Expenditure) or towards amounts relating to video on demand as set out in paragraph (a)(iv) of the definition of Consolidated TCN Group Cash Flow;
(viiviii) the Net Proceeds of any Financial Indebtedness to the extent Serviceable Non TCN Group Debt raised by any member of the Group (other than a member of the Bank Group) the proceeds of Ultimate Parent or Telewest UK which Net Proceeds are contributed to the Bank TCN Group in accordance with Clause 24.15 18.16 (Contributions to the Bank TCN Group);
, provided that if such Serviceable Non TCN Group Debt had been incurred by a member of the TCN Group, it would have been permitted pursuant to paragraph (viiig) any or (m) of Clause 19.4 (Financial Indebtedness constituting any “daylight loans” which are expressly contemplated by the Steps Paper (and as such term is defined or referred to thereinIndebtedness);; or
(ix) any net cash proceeds the Net Proceeds of any debt issuances which are expressly contemplated in the Steps Paper;
(x) with the prior written consent of an Instructing Group, any Financial Indebtedness Telewest Global Debt raised by the Ultimate Parent or Telewest UK which constitutes Target Group Acquisition Indebtedness or Target Group Acquisition Refinancing Indebtedness (provided that any member amount received in connection with any Target Group Acquisition Refinancing Indebtedness which exceeds the aggregate of (A) the aggregate principal amount of the Target Group Acquisition Indebtedness being refinanced, (B) any accrued interest thereon, (C) make-whole and any other contractual premium payable in respect thereof which is not a member of the Bank Groupinconsistent with standard market practice, the proceeds of which and (D) any fees, costs, expenses, commissions and other similar charges reasonably incurred in connection with such refinancing, shall be applied towards the financing of an acquisition required to be made by such person or any other member of the Group which is not a member of the Bank Group;
(xi) any Financial Indebtedness which constitutes Merger Indebtedness;
(xii) any Financial Indebtedness contemplated by the provisions of the Commitment Letter and to be incurred following delivery of a Structure Notice;
(xiii) any Financial Indebtedness raised by any Permitted Joint Venture;
(xiv) any proceeds of any Stand Alone Baseball Financing; or
(xv) any proceeds of any Alternative Baseball Financing, provided that repaid in the case of sub-accordance with paragraph (viia) above, except to the extent such Debt Proceeds shall within 90 days excess would be excluded from the application of receipt thereof, be contributed into paragraph (a) above under the Bank Group and deposited into a Blocked Account as contemplated by Clause 12.3 (Blocked Accounts) and if not applied within 90 days after such deposit shall, subject to terms of any other provision in this paragraph (b) of Clause 12.3 (Blocked Accounts), be applied in or towards repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments).
Appears in 1 contract
Samples: Second Lien Facility Agreement (Telewest Global Inc)
Repayment from Debt Proceeds. (a) The Ultimate Parent shall, subject to paragraph (c) of Clause 12.3 (Blocked Accounts) and paragraph (b) below (or to the Facility Agent (acting on the instructions of an Instructing Group) having otherwise agreed), procure that that:
(i) 50% of Debt Proceeds raised by any member of the Group in connection with any single raising of Debt Proceeds which exceeds £10 million (and which is not referred to in paragraphs (ii), (iii) or (iv) below) shall be applied in prepayment of Outstandings, in accordance with Clause 11.3 (Application of Repayments) within 10 Business Days following receipt of such Debt Proceeds;
(ii) 100% of Debt Proceeds (for this purpose, the words “other than Parent Debt” shall be deemed omitted from the definition of this term) raised from any Additional High Yield Notes and/or any Senior Secured Notes (other than a Senior Secured Notes Refinancing, the Debt Proceeds of which are applied to refinance Senior Secured Notes as contemplated in the definition thereof) shall be applied in prepayment of Outstandings, in accordance with Clause 11.3 (Application of Repayments) within 10 Business Days following receipt of such Debt Proceeds raised from the issuance of such Additional High Yield Notes and/or such Senior Secured Notes (other than such Senior Secured Notes Refinancing) (as the case may be);
(iii) an amount equal to 100% of the Additional Facility Outstandings in relation to any drawing under any Additional Facility shall be applied in prepayment of Outstandings in accordance with Clause 11.3 (Application of Repayments), as promptly as possible and in any case within 10 Business Days of such drawing, provided that pending such application, any amounts so drawn down shall at all times be held in an account of the relevant Additional Facility Borrower, which account must be subject to the Security under the Security Documents; and
(iv) 100% of Debt Proceeds raised in reliance on the basket for tax-related financings provided in paragraph (p) of Clause 25.4 (Financial Indebtedness) shall be applied in prepayment of Outstandings, in accordance with Clause 11.3 (Application of Repayments), within 10 Business Days following receipt of such Debt Proceeds.
(b) Paragraph (a) above shall not apply to:
(i) any Financial Indebtedness raised under the Bridge Facility Agreement, the Alternative Bridge Facility Agreement, the Exchange Notes or the New High Yield Notes, and in the case of the latter up to the aggregate of (A) the aggregate principal amount outstanding under the Bridge Facility or the Alternative Bridge Facility (as the case may be), (B) any accrued interest thereon, (C) any contractual premium payable in respect thereof and (D) any fees, costs, expenses, commissions and other similar charges reasonably incurred in connection with such financing;
(ii) any Financial Indebtedness raised in connection with any High Yield Debt Refinancing or Senior Secured Notes Refinancing;
(iii) any Financial Indebtedness in respect of any Hedging Agreement entered into by any member of the Group;
(iv) any Financial Indebtedness raised by any member of the Group from any other member of the Group to the extent not otherwise prohibited by this Agreement;
(v) any Financial Indebtedness to the extent raised by any member of the Bank Group which is permitted by Clause 25.4 (Financial Indebtedness);
(vi) Financial Indebtedness constituting Parent Debt which is incurred in compliance with the provisions of Clause 25.18 25.19 (Parent Debt), except to the extent paragraph (a)(ii) above applies thereto;
(vii) any Financial Indebtedness to the extent raised by any member of the Group (other than a member of the Bank Group) the proceeds of which are contributed to the Bank Group in accordance with Clause 24.15 (Contributions to the Bank Group);
(viii) any Financial Indebtedness constituting any “daylight loans” which are expressly contemplated by the Steps Paper (and as such term is defined or referred to therein);
(ix) any net cash proceeds of any debt issuances which are expressly contemplated in the Steps Paper;
(x) with the prior written consent of an Instructing Group, any Financial Indebtedness raised by any member of the Group which is not a member of the Bank Group, the proceeds of which shall be applied towards the financing of an acquisition to be made by such person or any other member of the Group which is not a member of the Bank Group;
(xi) any Financial Indebtedness which constitutes Merger Indebtedness;
(xii) any Financial Indebtedness contemplated by the provisions of the Commitment Letter and to be incurred following delivery of a Structure Notice;
(xiii) any Financial Indebtedness raised by any Permitted Joint Venture;
(xiv) any proceeds of any Stand Alone Baseball Financing; or
(xv) any proceeds of any Alternative Baseball Financing, provided that in the case of sub-paragraph (vii) above, such Debt Proceeds shall within 90 days of receipt thereof, be contributed into the Bank Group and deposited into a Blocked Account as contemplated by Clause 12.3 (Blocked Accounts) and if not applied within 90 days after such deposit shall, subject to paragraph (b) of Clause 12.3 (Blocked Accounts), be applied in or towards repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments).
Appears in 1 contract
Repayment from Debt Proceeds. (a) The Ultimate Parent shall, subject to paragraph (c) of Clause 12.3 (Blocked Accounts) and paragraph (b) below (or to the Facility Agent (acting on the instructions of an Instructing Group) having otherwise agreed), procure that that:
(i) 50% of Debt Proceeds raised by any member of the Group in connection with any single raising of Debt Proceeds which exceeds £10 million (and which is not referred to in paragraphs (ii), (iii) or (iv) below) shall be applied in prepayment of Outstandings, in accordance with Clause 11.3 (Application of Repayments) within 10 Business Days following receipt of such Debt Proceeds;
(ii) 100% of Debt Proceeds (for this purpose, the words other than Parent Debt shall be deemed omitted from the definition of this term) raised from the Additional High Yield Notes shall be applied in prepayment of Outstandings, in accordance with Clause 11.3 (Application of Repayments) within 10 Business Days following receipt of such Debt Proceeds raised from the issuance of the Additional High Yield Notes;
(iii) an amount equal to 100% of the Additional Facility Outstandings in relation to any drawing under any Additional Facility shall be applied in prepayment of Outstandings in accordance with Clause 11.3 (Application of Repayments), as promptly as possible and in any case within 10 Business Days of such drawing, provided that pending such application, any amounts so drawn down shall at all times be held in an account of the relevant Additional Facility Borrower, which account must be subject to the Security under the Security Documents; and
(iv) 100% of Debt Proceeds raised in reliance on the basket for tax-related financings provided in paragraph (p) of Clause 25.4 (Financial Indebtedness) shall be applied in prepayment of Outstandings, in accordance with Clause 11.3 (Application of Repayments), within 10 Business Days following receipt of such Debt Proceeds.
(b) Paragraph (a) above shall not apply to:
(i) any Financial Indebtedness raised under the Bridge Facility Agreement, the Alternative Bridge Facility Agreement, the Exchange Notes or the New High Yield Notes, and in the case of the latter up to the aggregate of (A) the aggregate principal amount outstanding under the Bridge Facility or the Alternative Bridge Facility (as the case may be), (B) any accrued interest thereon, (C) any contractual premium payable in respect thereof and (D) any fees, costs, expenses, commissions and other similar charges reasonably incurred in connection with such financing;
(ii) any Financial Indebtedness raised in connection with any High Yield Debt Refinancing;
(iii) any Financial Indebtedness in respect of any Hedging Agreement entered into by any member of the Group;
(iv) any Financial Indebtedness raised by any member of the Group from any other member of the Group to the extent not otherwise prohibited by this Agreement;
(v) any Financial Indebtedness to the extent raised by any member of the Bank Group which is permitted by Clause 25.4 (Financial Indebtedness);
(vi) Financial Indebtedness constituting Parent Debt which is incurred in compliance with the provisions of Clause 25.18 (Parent Debt), except to the extent paragraph (a)(ii) above applies thereto;
(vii) any Financial Indebtedness to the extent raised by any member of the Group (other than a member of the Bank Group) the proceeds of which are contributed to the Bank Group in accordance with Clause 24.15 (Contributions to the Bank Group);
(viii) any Financial Indebtedness constituting any “daylight loans” loans which are expressly contemplated by the Steps Paper (and as such term is defined or referred to therein);
(ix) any net cash proceeds of any debt issuances which are expressly contemplated in the Steps Paper;
(x) with the prior written consent of an Instructing Group, any Financial Indebtedness raised by any member of the Group which is not a member of the Bank Group, the proceeds of which shall be applied towards the financing of an acquisition to be made by such person or any other member of the Group which is not a member of the Bank Group;
(xi) any Financial Indebtedness which constitutes Merger Indebtedness;
(xii) any Financial Indebtedness contemplated by the provisions of the Commitment Letter and to be incurred following delivery of a Structure Notice;
(xiii) any Financial Indebtedness raised by any Permitted Joint Venture;
(xiv) any proceeds of any Stand Alone Baseball Financing; or
(xv) any proceeds of any Alternative Baseball Financing, provided that in the case of sub-paragraph (vii) above, such Debt Proceeds shall within 90 days of receipt thereof, be contributed into the Bank Group and deposited into a Blocked Account as contemplated by Clause 12.3 (Blocked Accounts) and if not applied within 90 days after such deposit shall, subject to paragraph (b) of Clause 12.3 (Blocked Accounts), be applied in or towards repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments).
Appears in 1 contract
Repayment from Debt Proceeds. (a) The Subject to the provisions of the Pari Passu Intercreditor Agreement upon and following an Integrated Merger Event, the Ultimate Parent shall, subject to paragraph (c) of Clause 12.3 (Blocked Accounts) and paragraph (b) below (or to the Facility Agent (acting on the instructions of an Instructing Group) having otherwise agreed)below, procure that 50% of Debt Proceeds raised by any member of the Group in connection with any single raising of Debt Proceeds which exceeds £10 million shall be applied in prepayment of Outstandings, Outstandings in accordance with Clause 11.3 (Application of Repayments) within 10 Business Days following receipt of such Debt Proceeds).
(b) Paragraph (a) above shall not apply to:
(i) any Financial Indebtedness raised under in respect of the Bridge Facility Agreement, the Alternative Bridge Facility Agreement, the Exchange Notes or the New High Yield NotesNotes or, and to the extent applicable, any High Yield Refinancing (provided that any amount received in the case of the latter up to connection with any High Yield Refinancing which exceeds the aggregate of (A) the aggregate principal amount outstanding under of the Bridge Facility High Yield Notes or the Alternative Bridge Facility (as the case may be)Refinancing High Yield Notes being refinanced, (B) any accrued interest thereon, (C) any make-whole and any other contractual premium payable in respect thereof and (D) any fees, costs, expenses, commissions and other similar charges reasonably incurred in connection with such financingrefinancing, shall be required to be repaid in accordance with paragraph (a) above except to the extent such excess would be excluded from the application of paragraph (a) above under the terms of any other provision in this paragraph (b));
(ii) in connection with an Unintegrated Merger Event or at any time prior to an Integrated Merger Event, any Target Group Refinancing Indebtedness raised by any member of the Group other than a member of the Bank Group or any other Financial Indebtedness raised by any member of the Target Group;
(iii) in connection with or at any time after an Integrated Merger Event, Target Group Refinancing Indebtedness and any Post Merger Target Group Refinancing raised by any member of the Group, which is not otherwise prohibited by this Agreement, (provided in each case, that any amount received in connection with any High Yield Debt RefinancingTarget Group Refinancing Indebtedness or any Post Merger Target Group Refinancing which exceeds the aggregate of (A) the aggregate principal amount of the Target Group Financial Indebtedness and/or Target Group Refinancing Indebtedness (as the case may be) which is being refinanced, (B) any accrued interest thereon, (C) make-whole and any other contractual premium payable in respect thereof which is not inconsistent with standard market practice, and (D) any fees, costs, expenses, commissions and other similar charges reasonably incurred in connection with such refinancing, shall be required to be repaid in accordance with paragraph (a) above, except to the extent such excess would be excluded from the application of paragraph (a) above under the terms of any other provision in this paragraph (b));
(iiiiv) any Financial Indebtedness in respect of any Hedging Agreement entered into by any member of the Group;
(ivv) any Financial Indebtedness raised by any member of the Group from (A) any other member of the Group or (B) any member of the Broadcast Group to the extent not otherwise prohibited by this Agreement;
(vvi) any Financial Indebtedness raised by any member of the Broadcast Group where such Financial Indebtedness is not supported by way of guarantee, indemnity or otherwise by the Core Group;
(vii) any Financial Indebtedness to the extent raised by any member of the Bank Group which is permitted by Clause 25.4 (Financial Indebtedness);
(vi) Financial Indebtedness constituting Parent Debt which is incurred in compliance with the provisions of Clause 25.18 (Parent Debt);
(viiviii) any Financial Indebtedness to the extent raised by any member of the Group (other than a member of the Bank Group) the proceeds of which are is contributed to the Bank Group in accordance with Clause 24.15 24.16 (Contributions to the Bank Group);
(viii) any Financial Indebtedness constituting any “daylight loans” which are expressly contemplated and thereafter applied by the Steps Paper ultimate recipient thereof towards the purchase price of any acquisition or investment permitted by Clause 25.14 (Acquisitions and as such term is defined or referred to thereinInvestments);
(ix) any net cash proceeds Financial Indebtedness to the extent raised by any member of any debt issuances the Group (other than a member of the Bank Group) which are expressly contemplated is contributed to the Bank Group in accordance with Clause 24.16 (Contributions to the Steps PaperBank Group) and thereafter applied by the ultimate recipient thereof towards Capital Expenditure in compliance with the provisions of Clause 23.3 (Capital Expenditure);
(x) any Financial Indebtedness raised by any member of the Group which is not a member of the Bank Group, which constitutes Target Group Acquisition Indebtedness or Target Group Acquisition Refinancing Indebtedness (provided that any amount received in connection with any Target Group Acquisition Refinancing Indebtedness which exceeds the aggregate of (A) the aggregate principal amount of the Target Group Acquisition Indebtedness being refinanced, (B) any accrued interest thereon, (C) make-whole and any other contractual premium payable in respect thereof which is not inconsistent with standard market practice, and (D) any fees, costs, expenses, commissions and other similar charges reasonably incurred in connection with such refinancing, shall be required to be repaid in accordance with paragraph (a) above, except to the extent such excess would be excluded from the application of paragraph (a) above under the terms of any other provision in this paragraph (b)); or
(xi) with the prior written consent of an Instructing Group, any Financial Indebtedness raised by any member of the Group which is not a member of the Bank Group, the proceeds of which shall be applied towards the financing of an acquisition to be made by such person or any other member of the Group which is not a member of the Bank Group;
(xi) any Financial Indebtedness which constitutes Merger Indebtedness;
(xii) any Financial Indebtedness contemplated by the provisions of the Commitment Letter and to be incurred following delivery of a Structure Notice;
(xiii) any Financial Indebtedness raised by any Permitted Joint Venture;
(xiv) any proceeds of any Stand Alone Baseball Financing; or
(xv) any proceeds of any Alternative Baseball Financing, provided that in the case of sub-paragraph paragraphs (viiviii) and (ix) above, such Debt Proceeds shall within 90 days of receipt thereof, be contributed into the Bank Group and deposited into a Blocked Account as contemplated by Clause 12.3 (Blocked Accounts) and if not applied within 90 days after such deposit shall, subject to paragraph (b) of Clause 12.3 (Blocked Accounts), shall be applied in or towards repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments).
Appears in 1 contract
Repayment from Debt Proceeds. (a) The Ultimate Parent shallSubject to the provisions of the Principal Intercreditor Deed and, subject upon and following an Integrated Merger Event to paragraph (c) of Clause 12.3 (Blocked Accounts) the Pari Passu Intercreditor Agreement and paragraph (b) below (or to unless the Facility Agent (acting on the instructions of an the Instructing Group) having otherwise agreed)agrees, procure TCN shall, subject to paragraph (b) below, ensure that an amount equal to 50% of Debt the Net Proceeds in excess of £10,000,000 of any Financial Indebtedness raised by the Ultimate Parent, Telewest UK or any member of the TCN Group in connection with any single raising of Debt Proceeds which exceeds £10 million Financial Indebtedness after the date hereof shall be applied in prepayment contributed to a member of Outstandingsthe TCN Group, if applicable, in accordance with Clause 11.3 23.16 (Contributions to the TCN Group) and applied in or towards repayment of Outstandings in accordance with Clause 10.3 (Application of Repayments) within 10 in the incremental amount at the end of Interest Periods next ending on or after the 10th Business Days Day following the date of receipt of such Debt ProceedsNet Proceeds by the relevant member of the Group.
(b) Paragraph (a) above shall not apply to:
(i) the Net Proceeds of the Second Lien Facility or any Financial Indebtedness raised under the Bridge Facility Agreement, the Alternative Bridge Facility Agreement, the Exchange Notes or the New High Yield Notes, and in the case respect of the latter up to any Second Lien Refinancing provided that any amount received in connection with any Second Lien Refinancing which exceeds the aggregate of (A) the aggregate principal amount outstanding under of the Bridge Second Lien Facility or the Alternative Bridge Facility (as the case may be)being refinanced, (B) any accrued interest thereon, (C) any make-whole and any other contractual premium payable in respect thereof and (D) any fees, costs, expenses, commissions and other similar charges reasonably incurred in connection with such financingrefinancing, shall be required to be repaid in accordance with paragraph (a) above except to the extent such excess would be excluded from the application of paragraph (a) above under the terms of any other provision of this paragraph (b);
(ii) any Financial Indebtedness raised in connection with an Unintegrated Merger Event or at any High Yield Debt Refinancingtime prior to an Integrated Merger Event, the Net Proceeds of any Target Group Refinancing Indebtedness raised by the Ultimate Parent or Telewest UK;
(iii) in connection with or at any time after an Integrated Merger Event, the Net Proceeds of any Target Group Refinancing Indebtedness and any Post Merger Target Group Refinancing raised by the Ultimate Parent, Telewest UK or any member of the Group, which is not otherwise prohibited by this Agreement, (provided in each case, that any amount received in connection with any Target Group Refinancing Indebtedness or any Post Merger Target Group Refinancing which exceeds the aggregate of (A) the aggregate principal amount of the Target Group Financial Indebtedness and/or Target Group Refinancing Indebtedness (as the case may be) which is being refinanced, (B) any accrued interest thereon, (C) make-whole and any other contractual premium payable in respect thereof which is not inconsistent with standard market practice, and (D) any reasonable fees, costs, expenses, commissions and other similar charges reasonably incurred in connection with such refinancing, shall be required to be repaid in accordance with paragraph (a) above, except to the extent such excess would be excluded from the application of paragraph (a) above under the terms of any other provision in this paragraph (b));
(iv) the Net Proceeds of any Financial Indebtedness in respect of any Hedging Agreement entered into by any member of the Group;
(ivv) the Net Proceeds of any Financial Indebtedness raised by the Ultimate Parent, Telewest UK or any member of the TCN Group from any other member of the Group to the extent not otherwise prohibited by this Agreement;
(vvi) the Net Proceeds of any Financial Indebtedness raised by the Ultimate Parent, Telewest UK or a member of the TCN Group to the extent raised by any member of the Bank Group which such Financial Indebtedness is permitted by Clause 25.4 24.4 (Financial Indebtedness) or paragraph (b) of Clause 24.15 (Telewest UK Covenants);
(vivii) Financial Indebtedness constituting the Net Proceeds of any Telewest Global Debt raised by the Ultimate Parent Debt or Telewest UK which is incurred Net Proceeds are, within 90 Business Days of receipt thereof, contributed to the TCN Group in accordance with Clause 23.16 (Contributions to the TCN Group) and deposited into a Blocked Account to the extent contemplated by Clause 11.3 (Blocked Accounts) and applied within 90 days after such deposit towards the purchase price of any acquisition or investment permitted by Clause 24.13 (Acquisitions and Investments) or within 12 months thereafter towards Capital Expenditure in compliance with the provisions of Clause 25.18 22.2 (Parent Debt)Permitted Capital Expenditure) or towards amounts relating to video on demand as set out in paragraph (a)(iv) of the definition of Consolidated TCN Group Cash Flow;
(viiviii) the Net Proceeds of any Financial Indebtedness to the extent Serviceable Non-TCN Group Debt raised by any member of the Group (other than a member of the Bank Group) the proceeds of Ultimate Parent or Telewest UK which Net Proceeds are contributed to the Bank TCN Group in accordance with Clause 24.15 23.16 (Contributions to the Bank TCN Group);
, provided that if such Serviceable Non-TCN Group Debt had been incurred by a member of the TCN Group, it would have been permitted pursuant to paragraph (viiig) any or (m) of Clause 24.4 (Financial Indebtedness constituting any “daylight loans” which are expressly contemplated by the Steps Paper (and as such term is defined or referred to thereinIndebtedness);; or
(ix) any net cash proceeds the Net Proceeds of any debt issuances which are expressly contemplated in the Steps Paper;
(x) with the prior written consent of an Instructing Group, any Financial Indebtedness Telewest Global Debt raised by the Ultimate Parent or Telewest UK which constitutes Target Group Acquisition Indebtedness or Target Group Acquisition Refinancing Indebtedness (provided that any member amount received in connection with any Target Group Acquisition Refinancing Indebtedness which exceeds the aggregate of (A) the aggregate principal amount of the Target Group Acquisition Indebtedness being refinanced, (B) any accrued interest thereon, (C) make-whole and any other contractual premium payable in respect thereof which is not a member of the Bank Groupinconsistent with standard market practice, the proceeds of which and (D) any fees, costs, expenses, commissions and other similar charges reasonably incurred in connection with such refinancing, shall be applied towards the financing of an acquisition required to be made by such person or any other member of the Group which is not a member of the Bank Group;
(xi) any Financial Indebtedness which constitutes Merger Indebtedness;
(xii) any Financial Indebtedness contemplated by the provisions of the Commitment Letter and to be incurred following delivery of a Structure Notice;
(xiii) any Financial Indebtedness raised by any Permitted Joint Venture;
(xiv) any proceeds of any Stand Alone Baseball Financing; or
(xv) any proceeds of any Alternative Baseball Financing, provided that repaid in the case of sub-accordance with paragraph (viia) above, except to the extent such Debt Proceeds shall within 90 days excess would be excluded from the application of receipt thereof, be contributed into paragraph (a) above under the Bank Group and deposited into a Blocked Account as contemplated by Clause 12.3 (Blocked Accounts) and if not applied within 90 days after such deposit shall, subject to terms of any other provision in this paragraph (b) of Clause 12.3 (Blocked Accounts), be applied in or towards repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments).
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