Repayments and Prepayments. The Borrower shall repay the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, as set forth on Schedule II hereto. In addition, the Borrower (a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided that (i) any such prepayment shall be made pro rata among all Loans and applied in inverse order of maturity; (ii) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) prior written notice to the Administrative Agent; and (iii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and (b) shall, immediately upon any acceleration of the Stated Maturity Date of the Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.2, repay all Loans. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.
Appears in 3 contracts
Samples: Credit Agreement (Royal Caribbean Cruises LTD), Credit Agreement (Royal Caribbean Cruises LTD), Credit Agreement (Royal Caribbean Cruises LTD)
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest Period, as set forth on Schedule II heretoLoan upon the Stated Maturity Date therefor. In additionPrior thereto, the Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) Loans (other than Swing Line Loans); provided, however, that
(A) any such prepayment of the Term Loans shall be made pro rata among the Term Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Term Loans, and any such prepayment of Revolving Loans and applied in inverse order shall be made pro rata among the Revolving Loans of maturitythe same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans;
(iiB) the Borrower shall comply with Section 4.4 in the event that any LIBO Rate Loan is prepaid on any day other than the last day of the Interest Period for such Loan;
(C) all such voluntary prepayments shall require at least one Business Day's notice in the case of Base Rate Loans, three Business Days (or, if such prepayment is to be made on Days' notice in the last day case of an Interest Period for the LIBO Rate Loans, two but no more than five Business Days) prior written ' notice in the case of any Loans, in each case in writing to the Administrative Agent; and
(iiiD) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate amount of $1,000,000 or any larger integral multiple of $500,000, and, in the case of Base Rate Loans, in an aggregate amount of $500,000 or any larger integral multiple of $100,000, or, in either case, in the aggregate principal amount of all Loans of the applicable Tranche and type then outstanding; or
(ii) Swing Line Loans; provided, however, that
(A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 12:00 noon, New York City time, on the day of such prepayment (such notice to be confirmed in writing by the Borrower within 24 hours thereafter); and
(B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 100,000 and a an integral multiple of $1,000,000 (50,000 or in the remaining aggregate principal amount of the all Swing Line Loans being prepaid); andthen outstanding;
(b) shall, immediately upon any acceleration no later than five Business Days following the delivery by the Borrower of its annual audited financial reports required pursuant to clause (c) of Section 7.1.1 (beginning with the financial reports delivered in respect of the Stated Maturity Date 1998 Fiscal Year), deliver to the Administrative Agent a calculation of the Excess Cash Flow for the Fiscal Year last ended and, no later than five Business Days following the delivery of such calculation, make a mandatory prepayment of the Term Loans in an amount equal to 75% of the Excess Cash Flow (if any) for such Fiscal Year, to be applied as set forth in Section 3.1.2;
(c) shall, not later than one Business Day following the receipt of any Net Debt Proceeds by the Borrower, any Parent Guarantor or any of their respective Subsidiaries, deliver to the Administrative Agent a calculation of the amount of such Net Debt Proceeds and make a mandatory prepayment of the Term Loans in an amount equal to 100% of such Net Debt Proceeds to be applied as set forth in Section 3.1.2;
(d) shall, concurrently with the receipt of any Net Equity Proceeds by the Borrower, any Parent Guarantor or any of their respective Subsidiaries, deliver to the Administrative Agent a calculation of the amount of such Net Equity Proceeds, and no later than five Business Days following the delivery of such calculation, make a mandatory prepayment of the Term Loans in an amount equal to 50% of such Net Equity Proceeds to be applied as set forth in Section 3.1.2;
(e) shall, following the receipt by the Borrower, any Parent Guarantor or any of their respective Subsidiaries of any Casualty Proceeds in excess of $500,000 (individually or in the aggregate (when taken together with Net Disposition Proceeds) over the course of a Fiscal Year), deliver to the Administrative Agent a calculation of the amount of such Casualty Proceeds and make a mandatory prepayment of the Term Loans in an amount equal to 100% of such Casualty Proceeds within 60 days of the receipt thereof to be applied as set forth in Section 3.1.2; provided, however, that no mandatory prepayment on account of Casualty Proceeds shall be required under this clause if the Borrower informs the Agents in writing no later than 60 days following the occurrence of the Casualty Event resulting in such Casualty Proceeds of its, such Parent Guarantor's or such Subsidiary's good faith intention to apply such Casualty Proceeds to the rebuilding or replacement of the damaged, destroyed or condemned assets or property and the Borrower, such Parent Guarantor or such Subsidiary in fact uses such Casualty Proceeds to rebuild or replace such assets or property within 365 days following the receipt of such Casualty Proceeds, with the amount of such Casualty Proceeds unused after such 365-day period being applied to the Term Loans pursuant to Section 8.2 3.1.2; provided, further, however, that (i) at any time when any Default or 8.3 Event of Default shall have occurred and be continuing, all Casualty Proceeds (together with Net Disposition Proceeds not applied as provided in clause (f) below) shall be deposited in an account maintained with the Administrative Agent to pay for such rebuilding or replacement whenever no Default or Event of Default is then continuing or except as otherwise agreed to by the mandatory repayment Agents for disbursement at the request of the Borrower, such Parent Guarantor or such Subsidiary, as the case may be, or (ii) if all such Casualty Proceeds (together with Net Disposition Proceeds not applied as provided in clause (f) below) aggregating in excess of $1,000,000 have not yet been applied as described in the notice required above (or in accordance with clause (f) below), all such Casualty Proceeds and Net Disposition Proceeds shall be deposited in an account maintained with the Administrative Agent for disbursement at the request of the Borrower, such Parent Guarantor or such Subsidiary, as the case may be, to be used for the purpose(s) set forth in such written notice(s);
(f) shall, following the receipt by the Borrower, any Parent Guarantor or any of their respective Subsidiaries of any Net Disposition Proceeds in excess of $500,000 (individually or in the aggregate (when taken together with Casualty Proceeds) over the course of a Fiscal Year), deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds and make a mandatory prepayment of the Term Loans in an amount equal to 100% of such Net Disposition Proceeds within one Business Day of the receipt thereof to be applied as set forth in Section 3.1.2; provided, however, that no mandatory prepayment on account of Net Disposition Proceeds shall be required under this clause if the Borrower informs the Agents in writing no later than one Business Day following the receipt of such Net Disposition Proceeds of its, such Parent Guarantor's or such Subsidiary's good faith intention to apply such Net Disposition Proceeds to the replacement of the sold, conveyed or transferred assets or property and the Borrower, such Parent Guarantor or such Subsidiary in fact uses such Net Disposition Proceeds to replace such assets or property within 365 days following the receipt of such Net Disposition Proceeds, with the amount of such Net Disposition Proceeds unused after such 365-day period being applied to the Term Loans pursuant to Section 9.23.1.2; provided, repay further, however, that (i) at any time when any Default or Event of Default shall have occurred and be continuing, all Loans. Each Net Disposition Proceeds (together with Casualty Proceeds not applied as provided in clause (e) above) shall be deposited in an account maintained with the Administrative Agent to pay for such replacement whenever no Default or Event of Default is then continuing or except as otherwise agreed to by the Agents for disbursement at the request of the Borrower, such Parent Guarantor or such Subsidiary, as the case may be, or (ii) if all such Net Disposition Proceeds (together with Casualty Proceeds not applied as provided in clause (e) above) aggregating in excess of $1,000,000 have not yet been applied as described in the notice required above (or in accordance with clause (e) above), all such Net Disposition Proceeds and Casualty Proceeds shall be deposited in an account maintained with the Administrative Agent for disbursement at the request of the Borrower, such Parent Guarantor or such Subsidiary, as the case may be, to be used for the purpose(s) set forth in such written notice(s);
(g) shall, on each date when any reduction in the Revolving Loan Commitment Amount shall become effective, make a mandatory prepayment of Revolving Loans and Swing Line Loans and (if necessary) deposit with the Administrative Agent cash collateral for Letter of Credit Outstandings in an aggregate amount equal to the excess, if any, of the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of all Letter of Credit Outstandings over the Revolving Loan Commitment Amount as so reduced;
(h) shall on each Quarterly Payment Date occurring during any period set forth below, make a scheduled repayment of the outstanding principal amount, if any, of Term A Loans made in an amount equal to the amount set forth below opposite such period (in each case as such amounts may have otherwise been reduced pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.Agreement):
Appears in 2 contracts
Samples: Credit Agreement (Dri I Inc), Credit Agreement (Dri I Inc)
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest PeriodLoan, as set forth on Schedule II heretoapplicable, upon the Stated Maturity Date therefor. In addition, the BorrowerPrior thereto,
(a) the Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) Loan (other than Swing Line Loans), provided, however, that
(A) any such prepayment of any Tranche of Term Loans shall be made pro rata ratably among all the Lenders of such Tranche of Term Loans and applied any such prepayment of Revolving Loans shall be made among the Revolving Loans, ratably in inverse order accordance with the Revolving A-1 Loan Commitment Amount, the Revolving A-2 Loan Commitment Amount, the Other Revolving Loan Commitment Amount and the Designated Additional Revolving Loan Commitment Amount, as then in effect; provided that, in connection with any termination in full of maturitythe Revolving A-1 Loan Commitment Amount pursuant to clause (b) of Section 2.2.1, prepayment of all outstanding Revolving A-1 Loans may be made without ratable prepayment of any other Revolving Loans;
(iiB) the Borrower shall comply with Section 4.4 in the event that any LIBO Rate Loan is prepaid on any day other than the last day of the Interest Period for such Loan;
(C) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two but no more than five Business Days) ’ prior written notice to the Administrative Agent; and;
(iiiD) all such voluntary partial prepayments shall be be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $10,000,000 2,000,000 and a an integral multiple of $1,000,000 (or 500,000 and, in the remaining case of Base Rate Loans, in an aggregate minimum amount of the Loans being prepaid)$500,000 and an integral multiple thereof; and
(bE) shall, immediately upon any acceleration such prepayment of Term Loans or Revolving Loans shall be applied first to Base Rate Loans to the Stated Maturity Date full extent thereof before application to LIBO Rate Loans in a manner that minimizes the amount of any payments required to be made by the Loans Borrower pursuant to Section 8.2 4.4; or
(ii) Swing Line Loans, provided that all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or 8.3 before 1:00 p.m., New York time, on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter);
(b) the Borrower shall no later than one Business Day following the receipt by the Borrower or any of its Subsidiaries of any Net Disposition Proceeds, deliver to the mandatory repayment Administrative Agent a calculation of the Loans pursuant amount of such Net Disposition Proceeds and, subject to Section 9.2the following proviso, repay all Loans. Each make a mandatory prepayment of the Term Loans in an amount equal to 100% of such Net Disposition Proceeds, to be applied as set forth in Section 3.1.2; provided, however, that, at the option of the Borrower and so long as no Default shall have occurred and be continuing, the Borrower may use or cause the appropriate Subsidiary to use the Net Disposition Proceeds to purchase assets useful in the business of the Borrower and its Subsidiaries or to purchase a majority controlling interest in a Person owning such assets or to increase any Loans such controlling interest already maintained by it; provided, that if such Net Disposition Proceeds arise from or are related to a Disposition of assets of a Guarantor then any such reinvestment must either be made by or in a Guarantor or a Person which upon the making of such reinvestment becomes a Guarantor (with such assets or interests collectively referred to as “Qualified Assets”), in each case, within 365 days after the consummation (and with the Net Disposition Proceeds) of such Disposition, and in the event the Borrower elects to exercise its right to purchase Qualified Assets with the Net Disposition Proceeds pursuant to this Section clause, the Borrower shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by deliver a certificate of an Authorized Officer of the Borrower to the Administrative Agent (for within 30 days following the account receipt of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set Net Disposition Proceeds setting forth the amount of the FEC Break Costs Net Disposition Proceeds which the Borrower expects to use to purchase Qualified Assets during such 365 day period; provided further, that the Borrower and reasonably detailed calculations thereof.its Subsidiaries shall only be permitted to reinvest Net Disposition Proceeds in Qualified Assets to the extent permitted by Section 7.2.5 over the term of this Agreement. If and to the extent that the Borrower has elected to reinvest Net Disposition Proceeds as permitted above, then on the date which is 365 days (in the case of clause (b)(i) below) and 370 days (in the case of clause (b)(ii) below) after the relevant Disposition, the Borrower shall (i) deliver a certificate of an Authorized Officer of the Borrower to the Administrative Agent certifying as to the amount and use of such Net Disposition Proceeds actually used to purchase Qualified Assets and (ii) deliver to the Administrative Agent, for application in accordance with this clause and Section 3.1.2, an amount equal to the remaining unused Net Disposition Proceeds;
(c) the Borrower shall (i) on each date when any reduction in the Revolving Loan Commitment Amount shall become effective, including pursuant to Section 2.2, make a mandatory prepayment of Revolving Loans and (if necessary) Swing Line Loans, and (if necessary) deposit with the Administrative Agent cash collateral for Letter of Credit Outstandings in an aggregate amount equal to the excess, if any, of the aggregate outstanding principal amount of all Revolving Loans, Swing Line Loans and Letter of Credit Outstandings over the Revolving Loan Commitment Amount as so reduced and (ii) in connection with any termination in full of the Revolving A-1 Loan Commitment Amount pursuant to clause (b) of Section 2.2.1, make a mandatory prepayment of all outstanding Revolving A-1 Loans;
Appears in 2 contracts
Samples: Amendment Agreement (Weight Watchers International Inc), Credit Agreement (Weight Watchers International Inc)
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments unpaid principal amount of each Loan on the last day of each Interest Period, as set forth on Schedule II heretoMaturity Date. In additionPrior thereto, the Borrower:
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided that
provided, however, that (i) any such prepayment shall be made pro rata applied to the Lenders among all Loans and applied in inverse order of maturity;
having the same Type and, if applicable, having the same Interest Period; (ii) all such voluntary prepayments of Eurodollar Loans shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) ’ prior written notice to the Administrative Agent; and
(iii) all such voluntary prepayments of Base Rate Loans shall be permitted on the same day as written notice is received by the Administrative Agent; and (iv) except in the case of a prepayment pursuant to Section 3.1(c), all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 3,000,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and1,000,000;
(b) shall, immediately upon any acceleration of the Stated Maturity Date of the Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Section 8.3, repay all Loans unless, pursuant to Section 9.28.3, repay only a portion of all LoansLoans is so accelerated; and
(c) at any time when the aggregate amount of the Revolving Credit Exposures of all Lenders exceeds the Total Commitment then in effect, shall (i) first, immediately prepay outstanding Loans in an amount equal to the lesser of such excess and the outstanding principal balance of Loans and (ii) second, if after giving effect to the prepayment required in clause (i) above, the aggregate amount of the Revolving Credit Exposures of all Lenders still exceeds the Total Commitment then in effect, immediately Cash Collateralize such Revolving Credit Exposure in conformity with Section 2.11(j) in an amount equal to such remaining excess. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any . No voluntary prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) principal of any FEC Break Costs on written demand by Loans shall cause a reduction in the FEC Counterparty, which demand shall set forth Commitments or the amount of the FEC Break Costs and reasonably detailed calculations thereofTotal Commitment.
Appears in 2 contracts
Samples: Credit Agreement (Cimarex Energy Co), Credit Agreement (Cimarex Energy Co)
Repayments and Prepayments. The Borrower shall Borrowers shall, jointly and severally, repay in full the unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, the Borrowers may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) Loans (other than Swing Line Loans); provided that, (A) any such prepayment of the Term Loans shall be made pro rata among all Closing Date Term B Loans and Delayed Draw Term B Loans, and pro rata among Closing Date Term B Loans and Delayed Draw Term B Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Term Loans (applied to the remaining amortization payments for the Closing Date Term B Loans and the Delayed Draw Term B Loans, as the case may be, in inverse order such amounts as the Borrowers shall determine) and any such prepayment of maturity;
Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (iiB) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two one but no more than five Business Days) ’ prior written notice to the Administrative Agent; and (C) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $500,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $500,000 and an integral multiple of $100,000; and
(iiiii) Swing Line Loans; provided that, (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 200,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and100,000.
(b) shallOn each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time pursuant to this Agreement), the Borrowers shall make a mandatory prepayment of Revolving Loans or Swing Line Loans (or both) and, if necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to such excess.
(c) On the applicable Stated Maturity Date for Term Loans and on each Quarterly Payment Date occurring during the period set forth below, the Borrowers, jointly and severally, shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term Loans as follows: (a) if the Acquisition is consummated, in an amount equal to the percentage of the aggregate outstanding principal amount of Closing Date Term B Loans and Delayed Draw Term B Loans (immediately after the making of the Delayed Draw Term B Loans on the Acquisition Date) set forth in Table A below opposite the Stated Maturity Date or such Quarterly Payment Date, as applicable, and (b) if the Acquisition is not consummated by the Delayed Draw Term B Commitment Termination Date, in an amount equal to the percentage of the aggregate outstanding principal amount of Closing Date Term B Loans (immediately after the making of the Closing Date Term B Loans on the Closing Date) set forth in Table B below opposite the Stated Maturity Date or such Quarterly Payment Date, as applicable: ; provided that with respect to each of Table A and Table B set forth above, each remaining amortization amount of Term Loans occurring after the date of the making of an Incremental Term Loan will be increased pro rata by the aggregate principal amount of any Incremental Term Loans based on the percentage of the original principal amount of Term Loans payable on such Quarterly Payment Date, with any excess due and payable on the applicable Stated Maturity Date for Term Loans.
(d) Concurrently with the receipt by any Borrower of any Net Equity Proceeds (other than (i) Net Equity Proceeds used within five Business Days following receipt for a Permitted Acquisition or (ii) the issuance of Capital Securities pursuant to the Cure Right) or Net Debt Proceeds, the Borrowers, jointly and severally, shall make a mandatory prepayment of the Loans in an amount equal to 50% of such Net Equity Proceeds and 100% of such Net Debt Proceeds.
(e) Within three Business Days following any Borrower’s or any Subsidiary’s receipt of Net Disposition Proceeds or Net Casualty Proceeds, the Borrowers, jointly and severally, shall prepay outstanding Loans in an amount equal to such Net Disposition Proceeds or Net Casualty Proceeds; provided that (except in the case of the Shreveport Sale-Leaseback), if an Authorized Officer of any Borrower delivers to the Administrative Agent a certificate on or prior to the date that a prepayment would otherwise be required pursuant to the foregoing certifying that the Borrowers intend to apply all or a portion of the Net Disposition Proceeds or Net Casualty Proceeds (with the amount to be reinvested referred to as the “Reinvestment Amount”) (i) if such proceeds arise from the Xxxxxxxx Sale-Leaseback, within 360 days, and (ii) otherwise (except in the case of the Shreveport Sale-Leaseback), within 180 days, in each case following receipt of such proceeds to acquire property (including in connection with a Permitted Acquisition) that will be subject to a Lien under a Loan Document, and certifying that no Default has occurred and is continuing, then no prepayment of the Reinvestment Amount shall be required pursuant to this clause until the expiration of such 360- or 180-day period, as the case may be, at which time a prepayment shall be required in an amount equal to the Net Disposition Proceeds or Net Casualty Proceeds that have not been so applied. Net Disposition Proceeds from the Shreveport Sale Lease-Back shall not be entitled to be reinvested in accordance with the foregoing terms.
(f) Within 90 days after the close of each Fiscal Year (beginning with the close of the 2008 Fiscal Year) the Borrowers, jointly and severally, shall make a mandatory prepayment of the Loans in an amount equal to (i) the ECF Percentage of the Excess Cash Flow (if any) for such Fiscal Year minus (ii) the aggregate amount during such Fiscal Year of voluntary prepayments of outstanding Term Loans and, to the extent such prepayments reduce the Revolving Loan Commitment Amount, outstanding Revolving Loans.
(g) Concurrently with the receipt by any Borrower of any proceeds from a working capital adjustment to the purchase price of the Acquisition under the terms of the Purchase Agreement, the Borrowers, jointly and severally, shall make a mandatory prepayment of the Loans in an amount equal to 50% of such proceeds.
(h) Immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 or 8.3 or Section 8.3, the mandatory repayment of Borrowers, jointly and severally, shall repay all the Loans Loans, unless, pursuant to Section 9.28.3, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid).
(i) In the event that Incremental Term Loans are outstanding, the Borrowers, jointly and severally, agree to repay all Loanssuch Incremental Term Loans on the Incremental Term Loan Maturity Date and on each Incremental Term Loan Repayment Date, as set forth in the applicable Incremental Term Loan Assumption Agreement.
(j) The Borrowers shall make, or cause to be made, a mandatory prepayment of the Term Loans in an amount equal to 70% of the Escrow Amount to which the Obligors are entitled to, and which they do, receive pursuant to the terms of the Purchase Agreement, within one Business Day following the date on which such Obligor receives any funds from the Escrow Account.
(k) Within fifteen (15) days of the Closing Date, the Borrowers shall make, or cause to be made, a mandatory prepayment of the Term Loans in an amount equal to 100% of the amount of funds contained in the Escrow Account, which amount shall equal no less than the difference between $5,000,000 and the amount actually paid by the Borrowers with respect to the Existing Seller Notes. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.
Appears in 2 contracts
Samples: Credit Agreement (Sabre Industries, Inc.), Credit Agreement (Sabre Industries, Inc.)
Repayments and Prepayments. The Borrower shall (i) repay the outstanding principal amount of the Loans on the last day of each month (provided that if such day is not a Business Day, then such repayment shall be made on the next succeeding Business Day), commencing with the month in which the Amortization Commencement Date occurs, in an amount equal to the aggregate principal amount of the Loans on the Amortization Commencement Date, divided by 12, provided, however, that the last such installment shall be in the amount necessary to repay in full the unpaid principal amount of the Loans, and (ii) repay in full the unpaid principal amount of the Loans on the Maturity Date. Prior to the Maturity Date, payments and prepayments of the Loans shall also be made as set forth below.
(a) The Borrower shall have the right, with at least three Business Days’ notice to the Lender, at any time and from time to time to prepay any unpaid principal amount of the Loans, in whole or in part.
(b) Within three Business Days of receipt by the Borrower or any Subsidiary of any (i) Net Casualty Proceeds or (ii) Net Asset Sales Proceeds, the Borrower shall notify the Lender thereof. If requested by the Lender, the Borrower shall within three Business Days of such request make a mandatory prepayment of the Loans, in an amount equal to 100% of such proceeds (or such lesser amount as the Lender may specify on the date of such request), to be applied as set forth in Section3.3.
(c) The Borrower shall repay the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, as set forth on Schedule II hereto. In addition, the Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided that
(i) any such prepayment shall be made pro rata among all Loans and applied in inverse order of maturity;
(ii) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) prior written notice to the Administrative Agent; and
(iii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and
(b) shall, full immediately upon any acceleration of the Stated Maturity Date thereof pursuant to Section 9.2 or Section 9.3, unless, pursuant to Section 9.3, only a portion of the Loans pursuant to Section 8.2 or 8.3 or is so accelerated (in which case the mandatory repayment of the Loans pursuant to Section 9.2, repay all Loans. Each prepayment of any Loans made pursuant to this Section portion so accelerated shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereofso repaid).
Appears in 2 contracts
Samples: Credit Agreement (Health Catalyst, Inc.), Credit Agreement (Health Catalyst, Inc.)
Repayments and Prepayments. The Each Borrower shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest Periodof its Loans upon the Stated Maturity Date. Prior thereto, as set forth on Schedule II hereto. In addition, the such Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loansany Loans borrowed by it; provided provided, however, that
(i) any such prepayment shall be made pro rata among Loans of the same type, and, if applicable, having the same Interest Period of all Loans and applied in inverse order of maturityLenders;
(ii) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) prior irrevocable written notice to the Administrative Agent; Agent received by the Administrative Agent no later than 11:00 a.m. (New York City, New York)
(A) on such Business Day in the case of ABR Loans, or
(B) on not less than three (but in any event not more than five) Business Days' notice in the case of Eurodollar Loans, and
(iii) all such voluntary partial prepayments shall be be, in the case of ABR Loans, in an aggregate minimum amount of $10,000,000 1,000,000 and a an integral multiple of $1,000,000 100,000 and, in the case of Eurodollar Loans, in an aggregate minimum amount of $5,000,000 and an integral multiple of $100,000;
(b) shall, on each date when any reduction in the Commitment Amount shall become effective (including pursuant to Section 2.2), make a mandatory prepayment equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans and Letter of Credit Outstandings over the Commitment Amount in effect on such date (following such reduction), which mandatory prepayment shall, subject to Section 2.2.4, be applied (or held for application, as the remaining case may be) by the Lenders
(i) first, to the payment of the aggregate unpaid principal amount of those Loans then outstanding equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans being prepaidover the Loan Commitment Amount in effect on such date (following such reduction, if applicable);
(ii) second, to the payment and/or cash collateralization of the then outstanding Letter of Credit Outstandings equal to the excess, if any, of the Letter of Credit Outstandings over the Letter of Credit Commitment Amount in effect on such date (following such reduction, if applicable); and
(biii) third, to the payment of the aggregate unpaid principal amount of the Loans, and then to the payment and/or cash collateralization of the then outstanding Letter of Credit Outstandings equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans and Letter of Credit Outstandings over the Commitment Amount in effect on such date; and
(c) shall, immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 9.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.29.3, repay all Loans, unless, pursuant to Section 9.3, only a portion of all Loans is so accelerated. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, penalty (except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof5.4).
Appears in 2 contracts
Samples: Credit Agreement (Dollar Thrifty Automotive Group Inc), Amendment Agreement (Dollar Thrifty Automotive Group Inc)
Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of the Loans on the Maturity Date. Prior thereto, payments and prepayments of the Loans shall be made as set forth below.
(a) The Borrower shall have the right, with at least three Business Days’ notice to the Lender, at any time and from time to time to prepay any unpaid principal amount of the Loans, in whole or in part.
(b) Within three Business Days of receipt by the Borrower or any Subsidiary of any (i) Net Casualty Proceeds or (ii) Net Asset Sales Proceeds, the Borrower shall notify the Lender thereof. If requested by the Lender, the Borrower shall within three Business Days of such request make a mandatory prepayment of the Loans, in an amount equal to 100% of such proceeds (or such lesser amount as the Lender may specify on the date of such request), to be applied as set forth in Section 3.3 and Section 3.7; provided, however, that no such payment shall be required on account of any Net Casualty Proceeds or Net Asset Sales Proceeds that are intended to be reinvested in the ordinary course of the Loan Parties’ business within 180 days in replacement assets used or useful in their business; provided, further, that if any such Net Casualty Proceeds or Net Asset Sales Proceeds have not in fact been so re-invested at the expiration of such 180 day period then any such Net Casualty Proceeds or Net Asset Sales Proceeds shall be paid to Lender, if requested by the Lender, as provided herein at such time.
(c) The Borrower shall repay the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, as set forth on Schedule II hereto. In addition, the Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided that
(i) any such prepayment shall be made pro rata among all Loans and applied in inverse order of maturity;
(ii) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) prior written notice to the Administrative Agent; and
(iii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and
(b) shall, full immediately upon any acceleration of the Stated Maturity Date thereof pursuant to Section 9.2 or Section 9.3, unless, pursuant to Section 9.3, only a portion of the Loans pursuant to Section 8.2 or 8.3 or is so accelerated (in which case the mandatory repayment of the Loans pursuant to Section 9.2, repay all Loans. Each prepayment of any Loans made pursuant to this Section portion so accelerated shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereofso repaid).
Appears in 2 contracts
Samples: Credit Agreement (Avedro Inc), Credit Agreement (Avedro Inc)
Repayments and Prepayments. The Borrower Borrowers shall repay in full the unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of the Loans in fourteen equal semi-annual installments on and refunding of the last day of each Interest Period, Synthetic Deposits shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, ,
(i) the Borrowers may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans (other than Swing Line Loans); provided that
, if such prepayment occurs during the period from the Closing Date through (iand including) the first anniversary of the Closing Date, the Borrowers shall have paid a prepayment premium of 1% of the principal amount so prepaid in connection with any voluntary prepayment of Term Loans; provided, further, that, (A) any such prepayment of the Term Loans shall be made pro rata among Term Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Term Loans (applied to the remaining amortization payments for the Term Loans in such amounts as the Term Loan Borrower shall determine) and applied any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (B) all such voluntary prepayments shall, in inverse order the case of maturityBase Rate Loans, require at least one but no more than five Business Days' prior notice and, in the case of LIBO Rate Loans, at least three but no more than five Business Days' prior notice, in each case to the Administrative Agent; and (C) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $100,000;
(ii) the Borrowers may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Swing Line Loans; provided that (A) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) prior written telephonic notice to the Administrative AgentSwing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and
and (iiiB) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 200,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid)100,000; and
(biii) shall, immediately upon any acceleration of the Stated Maturity Date of the Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.2, repay all Loans. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent clause (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.b)
Appears in 2 contracts
Samples: Credit Agreement (Swift Transportation Co Inc), Credit Agreement (Swift Transportation Co Inc)
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments unpaid principal amount of all Advances on the last day of each Interest Period, as set forth on Schedule II heretoMaturity Date. In additionPrior thereto, the Borrower:
(a) maymay voluntarily prepay all or any portion of the aggregate outstanding Advances, from time to time on any Business Day, make a voluntary prepayment, either in whole or in part, from funds available for distribution to the Borrower pursuant to clause “Tenth” of Section 5.2(b) and/or from funds available to the outstanding principal amount Borrower from any capital contribution or other source of funding obtained by the LoansBorrower that is not expressly prohibited by this Loan Agreement; provided that
(i) any provided, however, that no such prepayment shall be made pro rata among all Loans and applied in inverse order constitute the payment of maturityRequired Amortization;
(iib) all such voluntary prepayments shall require at least three Business Days (orrepay principal of outstanding Advances, if such prepayment is to be made in the amounts set forth in, and pursuant to, the Priority of Payments on the last day of an Interest Period for the Loans, two Business Days) prior written notice to the Administrative Agent; andeach Distribution Date;
(iii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and
(bc) shall, immediately upon any acceleration of the Stated Maturity Date of the Loans pursuant to Section 8.2 or 8.3 or 10.2, repay all such Advances within one (1) Business Day of the mandatory Administrative Agent’s delivery of notice of such acceleration to the Borrower;
(d) shall apply the Net Proceeds of any sales made pursuant to Section 2.7 to repay Advances (in the inverse order of maturity) by depositing such Net Proceeds into the Administrative Agent’s Account; provided, however, that no such payment shall constitute the payment of Required Amortization; provided, further, that such Net Proceeds shall first be applied towards the payment of any applicable Yield Maintenance Fee, then interest accrued on such Advances and then repayment of the Loans pursuant Advances; and
(e) shall, if (i) the number of Pledged Policies is reduced to Section 9.2equal 20% or less of the number of Pledged Policies as of the date of the Initial Advance, or (ii) the cumulative face amount of the Pledged Policies is equal to 20% or less of the cumulative face amount of the Pledged Policies as of the date of the Initial Advance, within 90 days of the Borrower’s receipt of written direction from the Required Lenders, repay all Loans. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs Advances and reasonably detailed calculations thereofall other Obligations.
Appears in 2 contracts
Samples: Loan and Security Agreement (Emergent Capital, Inc.), Loan and Security Agreement (Imperial Holdings, Inc.)
Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) Revolving Loans; PROVIDED, HOWEVER, that (A) any such prepayment of Revolving Loans shall be made pro rata PRO RATA among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Loans and applied in inverse order of maturity;
Lenders that have made such Revolving Loans; (iiB) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two one but no more than five Business Days) ' prior written notice to the Administrative Agent; and (C) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $500,000 and an integral multiple of $500,000; and
(iiiii) Swing Line Loans; PROVIDED, that (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 500,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and500,000.
(b) shallOn each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the lesser of (x) the then existing Revolving Loan Commitment Amount (as it may be reduced from time to time pursuant to this Agreement) and (y) the then applicable Borrowing Base Amount, immediately the Borrower shall make a mandatory prepayment of Revolving Loans or Swing Line Loans (or both) and, if necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to such excess.
(c) Immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section SECTION 8.2 or 8.3 or SECTION 8.3, the mandatory repayment Borrower shall repay all the Loans, unless, pursuant to SECTION 8.3, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid).
(d) Within three Business Days of the receipt by Xxxxxx Holding Co. of any principal or interest on the CBI Senior Subordinated Notes, the Borrower will repay the Loans pursuant in an amount equal to Section 9.2the lesser of (i) the amount of principal or interest received therefrom and (ii) the amount of Loans outstanding on the date of such repayment.
(e) If for any period of three consecutive Business Days the sum of cash and Cash Equivalent Investments held by the Borrower and its Subsidiaries exceeds $10,000,000, repay then the Borrower shall on the fourth consecutive Business Day make a mandatory prepayment of Loans in an amount equal to the lesser of (x) such excess amount and (y) the aggregate outstanding principal amount of all Loans. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section SECTION 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments unpaid principal amount of each Revolving Loan, and each Revolving Loan shall mature and be due and payable, on the last day Availability Termination Date; provided, however, that if no Event of Default has occurred and is continuing, the unpaid principal amount of the Revolving Loans shall, on the Availability Termination Date, not be due and payable but shall convert to Term Loans. The Borrower shall repay in full the unpaid principal amount of each Interest Period, as set forth on Schedule II heretoLoan upon the Stated Maturity Date. In additionPrior thereto, the Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided provided, however, that
(i) any such prepayment shall be made pro rata among all Loans and applied in inverse order of maturity;
(ii) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two but no more than five Business Days) ' prior written notice to the Administrative AgentLender (which notice is irrevocable); and
(iiiii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 100,000 and a an integral multiple of $1,000,000 50,000;
(b) shall, on each date when any reduction in any Commitment Amount shall become effective, including pursuant to Section 2.2, make a mandatory prepayment (which shall be applied (or held for application, as the case may be) by the Lender to the payment of the aggregate unpaid principal amount of those Loans then outstanding and then to the payment of the then Letter of Credit Outstandings) equal to the excess, if any, of the aggregate outstanding principal amount of all Loans and Letter of Credit Outstandings over such Commitment Amount as so reduced;
(c) shall make prepayments as specified in Section 3.1.2;
(d) shall, on each Quarterly Payment Date after the Availability Termination Date, make a payment in an amount equal to that necessary to amortize the principal of all Loans equally over the remaining amount of Quarterly Payment Dates and the Loans being prepaid)Stated Maturity Date; and
(be) shall, immediately upon any acceleration of the Stated Maturity Date of the Loans pursuant to Section 8.2 9.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.29.3, repay all Loans, unless, pursuant to Section 9.3, only a portion of all Loans is so accelerated. Each payment or prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may and shall be required by Section 4.4applicable, provided that to the extent of such prepayment, in the inverse order of maturity. No voluntary prepayment of principal of any Loans or any prepayment under this Agreement shall be made subject to payment by the Borrower pursuant to the Administrative Agent preceding clause (for the account of the FEC Counterpartyc) of shall cause a reduction in any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereofCommitment Amount.
Appears in 1 contract
Repayments and Prepayments. The Each Borrower shall repay in full the unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, At any time and from time to time on any Business Day, each Borrower shall have the right to make a voluntary prepaymentprepayment without premium or penalty (subject to Section 4.4 hereof), in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) any Revolving Loans; provided, however, that (A) all such prepayment prepayments shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Loans and applied in inverse order of maturity;
Lenders that have made such Revolving Loans; (iiB) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two one but no more than five Business Days) ' prior written notice to the Administrative Agent; and (C) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $100,000; and
(iiiii) Swing Line Loans; provided that (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. (New York time) on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 200,000 and a an integral multiple of $1,000,000 100,000.
(i) On each date when the sum of (A) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (B) the amount of Total Letter of Credit Outstandings exceeds the Borrowing Base (except in the case where such excess is due to Special Agent Advances or additional Loans or Letters of Credit made or issued pursuant to Section 10.21 and demand is made by the Administrative Agent for the repayment of any such outstanding Special Agent Advance or additional Loan or Letter of Credit within 90 days after the date such Special Agent Advance or additional Loan or Letter of Credit was made or issued (unless the Required Lenders shall have consented to a later date for demand)), the Borrowers shall make a mandatory prepayment of Revolving Loans or Swing Line Loans (or both) and, if necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to any such excess and (ii) within five Business Days after any Borrower or any of its Subsidiaries realizes any Net Disposition Proceeds in excess of $2,500,000 (for an individual disposition or collectively for a related series of dispositions), the remaining Borrowers shall make a mandatory prepayment of Revolving Loans or Swing Line Loans (or both) in an aggregate amount equal to the amount of such Net Disposition Proceeds (provided, that so long as no Default has occurred and is continuing, if the Loans being prepaidmaking of such prepayment would result in the breakage of any Interest Period, the Borrowers may make such prepayment at the end of the then applicable Interest Periods); and.
(bc) shall, immediately Immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.28.3, each Borrower shall repay all the Loans. , unless, pursuant Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) Loans (other than Swing Line Loans); provided that (A) any such prepayment of the Term Loans shall be made pro rata among Term Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Term Loans and applied any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (B) all such voluntary prepayments shall require, in inverse order the case of maturity;Base Rate Loans at least one Business Day's prior notice, and in the case of LIBO Rate Loans at least three Business Day's prior notice, and in either case not more than five Business Days' prior notice to the Administrative Agent (which notice may be telephonic so long as such notice is confirmed in writing within 24 hours thereafter); and (C) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $2,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $500,000; and
(ii) Swing Line Loans; provided that (A) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) prior written telephonic notice to the Administrative AgentSwing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and
and (iiiB) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 250,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and50,000.
(b) shallOn each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time pursuant to this Agreement), immediately upon the Borrower shall make a mandatory prepayment of Revolving Loans or Swing Line Loans (or both) and, if necessary, after repayment of such Loans, Cash Collateralize Letter of Credit Outstandings, in an aggregate amount equal to such excess.
(c) Concurrently with the receipt by the Borrower or any acceleration of its Subsidiaries of any Net Debt Proceeds, the Stated Maturity Date Borrower shall (or shall cause such Subsidiary to) make a mandatory prepayment of the Loans pursuant in an amount equal to 100% of such Net Debt Proceeds, to be applied as set forth in Section 8.2 3.1.2.
(d) In the event the Borrower or 8.3 any of its Subsidiaries receives any Net Disposition Proceeds or Net Casualty Proceeds, the Borrower shall, (subject to the proviso hereto) within 5 Business Days of such receipt, deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds or Net Casualty Proceeds, and, to the extent the aggregate amount of such proceeds received by the Borrower and their respective Subsidiaries in any Fiscal Year exceeds $1,000,000, the Borrower shall (or shall cause such Subsidiary to) make a mandatory repayment prepayment of the Loans pursuant in an amount equal to Section 9.2100% of such excess; provided that, repay all Loans. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment upon written notice by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) not more than 5 Business Days following receipt of any FEC Break Costs on written demand Net Disposition Proceeds or Net Casualty Proceeds, such proceeds may be retained by the FEC CounterpartyBorrower and its Subsidiaries (and be excluded from the prepayment requirements of this clause) if (A) the Borrower informs the Administrative Agent in such notice of its good faith intention to apply (or cause one or more of its Subsidiaries to apply) such Net Disposition Proceeds or Net Casualty Proceeds to the acquisition of other assets or properties in the U.S. consistent with the businesses permitted to be conducted pursuant to Section 7.2.1 (including by way of merger or Investment), which demand and (B) within 365 days following the receipt of such Net Disposition Proceeds or Net Casualty Proceeds, such proceeds are applied or committed to such acquisition. The amount of such Net Disposition Proceeds or Net Casualty Proceeds unused or uncommitted after such 365 day period shall be applied to prepay the Loans as set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.in
Appears in 1 contract
Repayments and Prepayments. The Each Borrower shall repay in full the unpaid principal amount of each Loan made to such Borrower upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, either Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any of its Loans; provided that
PROVIDED that (iA) any such prepayment of Loans shall be made pro rata PRO RATA among the Loans of the same type and, if applicable, having the same Interest Period of all Loans and applied in inverse order of maturity;
Lenders that have made such Loans; (iiB) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two one but no more than five Business Days) ' prior written notice to the Administrative Agent; and
and (iiiC) all such voluntary partial prepayments shall be be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $10,000,000 1,000,000 and a an integral multiple of $1,000,000 (or 250,000 and, in the remaining case of Base Rate Loans, in an aggregate minimum amount of the Loans being prepaid); and$250,000 and an integral multiple of $100,000.
(b) shallOn each date when the sum of (i) the aggregate outstanding principal amount of all Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time pursuant to this Agreement), the Borrowers shall make a mandatory prepayment of their respective Loans and, if necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to such excess.
(c) Concurrently with the receipt by either Borrower of any Net Equity Proceeds, such Borrower shall make a mandatory prepayment of its Loans in an amount equal to 50% of such Net Equity Proceeds, to be applied as set forth in SECTION 3.1.2; PROVIDED that no such prepayment shall be required to be made beyond the extent that the amount of Total Debt as reduced by giving effect to such prepayment would result, on a PRO FORMA basis, in a Total Debt to EBITDA Ratio of 3.0:1 or less as of the end of the immediately preceding Fiscal Quarter.
(d) Concurrently with the receipt by either Borrower or any of its Subsidiary Guarantors of any Net Disposition Proceeds, such Borrower shall deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds and, to the extent the amount of such Net Disposition Proceeds with respect to any single transaction or series of related transactions exceeds $50,000 (up to a maximum aggregate amount equal to $250,000 in any Fiscal Year), make a mandatory prepayment of its Loans in an amount equal to 100% of such Net Disposition Proceeds, to be applied as set forth in SECTION 3.1.2; PROVIDED that no mandatory prepayment on account of such Net Disposition Proceeds shall be required under this clause if such Borrower informs the Administrative Agent no later than 30 days following the receipt of any Net Disposition Proceeds of its or its Subsidiary Guarantor's good faith intention to apply such Net Disposition Proceeds to the acquisition of other assets or property consistent with the business permitted to be conducted pursuant to SECTION 7.2.1 (including by way of merger or Investment) within 365 days following the receipt of such Net Disposition Proceeds, with the amount of such Net Disposition Proceeds unused after such 365 day period being applied to the Loans as set forth in SECTION 3.1.2.
(e) Concurrently with the receipt by either Borrower or any of its Subsidiary Guarantors of any Net Casualty Proceeds, such Borrower shall make a mandatory prepayment of its Loans in an amount equal to 100% of such Net Casualty Proceeds, to be applied as set forth in SECTION 3.1.2; PROVIDED that no mandatory prepayment on account of Net Casualty Proceeds shall be required under this clause if such Borrower informs the Administrative Agent no later than 30 days following the occurrence of the Casualty Event resulting in such Net Casualty Proceeds of its or its Subsidiary Guarantor's good faith intention to apply such Net Casualty Proceeds to the rebuilding or replacement of the damaged, destroyed or condemned assets or property subject to such Casualty Event or the acquisition of other assets or property consistent with the business permitted to be conducted pursuant to SECTION 7.2.1 (including by way of merger or Investment) and in fact uses such Net Casualty Proceeds to rebuild or replace the damaged, destroyed or condemned assets or property subject to such Casualty Event or to acquire such other property or assets within 365 days following the receipt of such Net Casualty Proceeds, with the amount of such Net Casualty Proceeds unused after such 365 day period being applied to the Loans as set forth in SECTION 3.1.2; PROVIDED FURTHER, HOWEVER, that at any time when any Event of Default shall have occurred and be continuing or Net Casualty Proceeds not applied as provided above shall exceed $1,000,000, such Net Casualty Proceeds will be deposited in an account maintained with the Administrative Agent (over which the Administrative Agent has sole dominion and control) for disbursement at the request of such Borrower to pay for such rebuilding, replacement or acquisition.
(f) No later than five Business Days following the delivery by the Borrowers of their annual audited financial reports required pursuant to CLAUSE (b) of SECTION 7.1.1 (beginning with the financial reports delivered in respect of the 2001 Fiscal Year), the Borrowers shall deliver to the Administrative Agent a calculation of the Excess Cash Flow for the Fiscal Year last ended and, no later than five Business Days following the delivery of such calculation, make or cause to be made a mandatory prepayment of its Loans in an amount equal to 50% of the Excess Cash Flow (if any) for such Fiscal Year, to be applied as set forth in SECTION 3.1.2; PROVIDED that no such prepayment shall be required to be made beyond the extent that the amount of Total Debt as reduced by giving effect to such prepayment would result, on a PRO FORMA basis, in a Total Debt to EBITDA Ratio of 3.0:1 or less as of the end of the immediately preceding Fiscal Quarter.
(g) Immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section SECTION 8.2 or 8.3 or the mandatory repayment SECTION 8.3, such Borrower shall repay all of the its Loans pursuant to Section 9.2this Agreement, repay unless, pursuant to SECTION 8.3, only a portion of all Loansthe Loans is so accelerated (in which case the portion so accelerated shall be so repaid by the applicable Borrower). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section SECTION 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.
Appears in 1 contract
Samples: Credit Agreement (United Surgical Partners Holdings Inc)
Repayments and Prepayments. The Borrower Borrowers shall repay in full the unpaid principal amount of the Loans in fourteen equal semi-annual installments on the last day Stated Maturity Date. Prior thereto, payments and prepayments of each Interest Period, the Loans shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, the Borrowers may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided that
(i) any such prepayment shall be made pro rata among all Loans and applied in inverse order of maturity;
(ii) , all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two one but no more than five Business Days) ’ prior written notice to the Administrative AgentAgent (other than any prepayment made on the Effective Date, which may be made without prior notice); and
and (iiiC) all such voluntary partial prepayments shall be be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $10,000,000 1,000,000 and a an integral multiple of $1,000,000 (or and, in the remaining case of Base Rate Loans, in an aggregate minimum amount of the Loans being prepaid); and$500,000 and an integral multiple of $100,000.
(b) shall, immediately Immediately upon any acceleration of the Stated Maturity Date of the Loans pursuant to Section 8.2 or 8.3 Section 8.3, the Borrowers shall repay all the Loans, unless, pursuant to Section 8.3, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid).
(c) Within five Business Days after receipt by the Parent or any Subsidiary of any Net Casualty Proceeds, the Borrowers shall, to the extent the aggregate amount of such proceeds received by the Parent and its Subsidiaries in any period of twelve consecutive calendar months since the Effective Date exceeds $10,000,000, make a mandatory repayment prepayment of the Loans in an amount equal to 100% of such Net Casualty Proceeds; provided, however, that, upon written notice by the Borrowers to the Administrative Agent not more than five Business Days following receipt by Parent and its Subsidiaries of any such Net Casualty Proceeds (so long as no Default has occurred and is continuing), such proceeds may be retained by the Parent and its Subsidiaries (and be excluded from the prepayment requirements of this clause) if (w) the Borrowers inform the Administrative Agent in such notice of the appropriate Person’s good faith intention to apply such Net Casualty Proceeds to the acquisition of other assets or properties consistent with the businesses permitted to be conducted pursuant to Section 9.27.2.1 (including by way of merger or Investment), repay (x) within 180 days following the receipt of such Net Casualty Proceeds, such proceeds are applied or committed to such acquisition, (y) if the property subject to the Casualty Event that generated such Net Casualty Proceeds was collateral under the Security Agreement, then, all property acquired with such Net Casualty Proceeds shall be subject to the Lien of the applicable Loan Documents and (z) if the property subject to the Casualty Event that generated such Net Casualty Proceeds was owned by an Obligor or a U.S. Subsidiary, then, all property acquired with such Net Casualty Proceeds shall be acquired by an Obligor or such U.S. Subsidiary, as applicable. The amount of such Net Disposition Proceeds or Net Casualty Proceeds unused or uncommitted after such 180 day period shall be applied to prepay the Loans. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) Revolving Loans; provided, that (A) any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same Type and, if applicable, having the same Interest Period of all Loans and applied in inverse order of maturity;
Lenders that have made such Revolving Loans; (iiB) all such voluntary prepayments shall require at least three one Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) Day’s prior written notice to the Administrative Agent; and (C) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $500,000 and an integral multiple of $100,000 or, in either case, in the unpaid amount of the Loan being prepaid; and
(iiiii) Swing Line Loans; provided, that (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 200,000 and a an integral multiple of $1,000,000 (100,000 or in the remaining unpaid amount of the Loans Swing Line Loan being prepaid); andrepaid.
(b) shallOn each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time pursuant to this Agreement), immediately the Borrower shall make a mandatory prepayment of Revolving Loans or Swing Line Loans (or both) and, if necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to such excess.
(c) Within five Business Days following the Borrower’s or any Subsidiary’s receipt of Net Disposition Proceeds in excess of $20,000,000 individually or in the aggregate over the course of a Fiscal Year or Net Casualty Proceeds in excess of $20,000,000 individually or in the aggregate over the course of a Fiscal Year, the Borrower shall prepay outstanding Loans (if any) in an amount equal to such excess Net Disposition Proceeds or excess Net Casualty Proceeds; provided, that if an Authorized Officer of the Borrower delivers to the Administrative Agent a Reinvestment Notice on or prior to the date that a prepayment would otherwise be required pursuant to the foregoing, then no prepayment of the Reinvestment Amount shall be required pursuant to this clause until the Reinvestment Prepayment Date, at which time a prepayment shall be required in an amount equal to the Net Disposition Proceeds or Net Casualty Proceeds that have not been so applied; provided, however, that if an Investment Grade Period shall have commenced at any time following the Restatement Effective Date (irrespective of whether such Investment Grade Period shall have ended), the Borrower shall have no obligation to prepay outstanding Loans pursuant to this Section 3.1.1(c).
(d) Immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 or 8.3 or Section 8.3, the mandatory repayment of the Loans Borrower shall repay all Loans, unless, pursuant to Section 9.28.3, repay only a portion of all Loansthe Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.
Appears in 1 contract
Repayments and Prepayments. The Borrower Borrowers shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest Period, as set forth on Schedule II hereto. In addition, Loan upon the BorrowerStated Maturity Date.
(a) Prior thereto, any Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in partpart without penalty or premium, of the outstanding principal amount of the any Loans; provided provided, however, that
(i) any such prepayment shall be made to the Agent and shall be applied to Loans as the prepaying Borrower may specify and on a pro rata among basis to the accounts of Loans of the same Rate Option and having the same Interest Period of all Loans and applied in inverse order of maturityLenders;
(ii) no such prepayment of any Eurocurrency Rate Loan may be made on any day other than the last day of the Interest Period for such Loan;
(iii) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two but no more than five Business Days) ' prior written notice to the Administrative AgentAgent which notice shall be irrevocable once given; and
(iiiiv) all such voluntary partial prepayments shall be in an aggregate minimum amount Dollar Amount of $10,000,000 2,000,000 and a an integral multiple of $1,000,000 (or the remaining amount 100,000 units of the Loans being prepaid); andAvailable Currency;
(b) In addition, the Borrowers shall, immediately upon on each date when any acceleration of reduction in the Stated Maturity Date of the Loans Commitment Amount shall become effective, including pursuant to Section 8.2 or 8.3 or 2.2, make a mandatory prepayment of outstanding Loans to the mandatory repayment Agent equal to the excess, if any, of the Loans pursuant to Section 9.2, repay all Loans. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except aggregate Outstandings over the Commitment Amount as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.so reduced;
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full (i) the unpaid principal amount of each Revolving Loan upon the Revolving Commitment Termination Date unless any such Loans are continued as Term Loans as provided in fourteen equal semi-annual installments SECTION 2.1.2, and (ii) the unpaid principal amount of each Term Loan on the last day of each Interest Period, as set forth on Schedule II heretoMaturity Date. In additionPrior thereto, the Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided that
PROVIDED, HOWEVER, that (i) any such prepayment shall be made pro rata applied to the Lenders among all Loans and applied in inverse order of maturity;
having the same Type and, if applicable, having the same Interest Period; (ii) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) ' prior written notice to the Administrative Agent; and
and (iii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid)1,000,000; and
(b) shall, immediately upon any acceleration of the Stated Maturity Date of the Loans pursuant to Section SECTION 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.2SECTION 8.3, repay all LoansLoans unless, pursuant to SECTION 8.3, only a portion of all Loans is so accelerated. Each prepayment of Loans shall be applied, to the extent of such prepayment, in the inverse order of maturity. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section SECTION 4.4, provided that any . No voluntary prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) principal of any FEC Break Costs on written demand by Loans shall cause a reduction in the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereofCommitment Amount.
Appears in 1 contract
Repayments and Prepayments. The Borrower Borrowers shall jointly and severally repay in full the Loans in fourteen equal semi-annual installments on the last day entire unpaid principal amount of each Interest PeriodLoan upon the Stated Maturity Date. Prior thereto, payments and prepayments of Loans shall or may be made jointly and severally by the Borrowers as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, each Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) Loans (other than Swing Line Loans); provided, however, that (A) any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Loans and applied in inverse order of maturity;
Lenders that have made such Revolving Loans; (iiB) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two one but no more than five Business Days) ' prior written notice to the Administrative Agent; and (C) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $500,000 and an integral multiple of $100,000; and
(iiiii) Swing Line Loans; provided, that (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 100,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and50,000.
(b) shall, immediately upon any acceleration On each date when the sum of (i) the Stated Maturity Date aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the Loans pursuant aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.2, repay all Loans. Each prepayment of any Loans made time pursuant to this Section Agreement), the Borrowers shall be without premium jointly and severally make a mandatory prepayment of Revolving Loans or penaltySwing Line Loans (or both) and, except as may be required by Section 4.4if necessary, provided that any prepayment under this Agreement shall be made subject deposit cash collateral with the Administrative Agent or its designee pursuant to payment by the Borrower an agreement satisfactory to the Administrative Agent to collateralize Letter of Credit Outstandings, in an aggregate amount equal to such excess.
(for the account of the FEC Counterpartyc) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof[Reserved].
Appears in 1 contract
Samples: Credit Agreement (WRC Media Inc)
Repayments and Prepayments. The Each Borrower shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest Periodof its Loans upon the Stated Maturity Date. Prior thereto, as set forth on Schedule II hereto. In addition, the such Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loansany Loans borrowed by it; provided provided, however, that
(i) any such prepayment shall be made pro rata among Loans of the same type, and, if applicable, having the same Interest Period of all Loans and applied in inverse order of maturityLenders;
(ii) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) prior irrevocable written notice to the Administrative Agent; Agent received by the Administrative Agent no later than 11:00 a.m. (New York City, New York)
(A) on such Business Day in the case of ABR Loans, or
(B) on not less than three (but in any event not more than five) Business Days' notice in the case of Eurodollar Loans, and
(iii) all such voluntary partial prepayments shall be be, in the case of ABR Loans, in an aggregate minimum amount of $10,000,000 1,000,000 and a an integral multiple of $1,000,000 100,000 and, in the case of Eurodollar Loans, in an aggregate minimum amount of $5,000,000 and an integral multiple of $100,000;
(b) shall, on each date when any reduction in the Commitment Amount shall become effective (including pursuant to Section 2.2), make a mandatory prepayment equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans and Letter of Credit Outstandings over the Commitment Amount in effect on such date (following such reduction), which mandatory prepayment shall be applied (or held for application, as the remaining case may be) by the Lenders
(i) first, to the payment of the aggregate unpaid principal amount of those Loans then outstanding equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans being prepaidover the Loan Commitment Amount in effect on such date (following such reduction, if applicable);
(ii) second, to the payment and/or cash collateralization of the then outstanding Letter of Credit Outstandings equal to the excess, if any, of the Letter of Credit Outstandings over the Letter of Credit Commitment Amount in effect on such date (following such reduction, if applicable); and
(biii) third, to the payment of the aggregate unpaid principal amount of the Loans, and then to the payment and/or cash collateralization of the then outstanding Letter of Credit Outstandings equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans and Letter of Credit Outstandings over the Commitment Amount in effect on such date; and
(c) shall, immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 9.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.29.3, repay all Loans, unless, pursuant to Section 9.3, only a portion of all Loans is so accelerated. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, penalty (except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.5.4). -41- 50
Appears in 1 contract
Samples: Credit Agreement (Dollar Thrifty Automotive Group Inc)
Repayments and Prepayments. The Borrower Borrowers shall repay in full the unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, the Borrowers may, subject to Section 3.1.1(d), make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) Loans (other than Swing Line Loans); provided that, (A) any such voluntary prepayment of the New Term Loans shall be made of the same type and, if applicable, having the same Interest Period of all Lenders that have made such New Term Loans (applied to the remaining amortization payments for the New Term Loans in such amounts as the Lux Borrower shall determine) and any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type, having the same Interest Period of all Loans and applied in inverse order of maturity;
Lenders that have made such Revolving Loans; (iiB) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on 1) in the last day case of an Interest Period for the Base Rate Loans, two one but no more than five Business Days’ prior notice to the Administrative Agent and (2) in the case of LIBO Rate Loans or EURIBOR Rate Loans, three but no more than five Business Days’ prior written notice to the Administrative Agent; and
and (iiiC) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 1,000,000 and a an integral multiple of $1,000,000 500,000; and
(ii) Swing Line Loans; provided that, (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $200,000 and an integral multiple of $100,000.
(b) On each date when the aggregate Revolving Exposure of all Revolving Loan Lenders exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time pursuant to this Agreement), the Parent Borrower shall make a mandatory prepayment of Revolving Loans or Swing Line Loans (or both) and, if necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to such excess.
(c) On each Quarterly Payment Date (beginning with the first Quarterly Payment Date following the New Term Loan Effective Date), the Lux Borrower shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all New Term Loans in an amount equal to 0.25% of the original principal amount of all New Term Loans, with the remaining amount of New Term Loans due and payable in full on the Stated Maturity Date for New Term Loans.
(d) Any (a) prepayment of the New Term Loans being prepaid); and
using proceeds of Indebtedness incurred by an Obligor from a substantially concurrent incurrence of syndicated term loans for which the interest rate payable thereon on the date of such prepayment is lower than the EURIBOR Rate on the date of such prepayment plus the Applicable Margin with respect to the New Term Loans on the date of such prepayment with the primary purpose of refinancing New Term Loans at a lower interest rate and (b) shallrepricing of the New Term Loans pursuant to an amendment to the Credit Documentation (as defined below) resulting in the interest rate payable thereon on the date of such amendment being lower than the EURIBOR Rate on the date immediately prior to such amendment plus the Applicable Margin with respect to the New Term Loans on the date immediately prior to such amendment shall be accompanied by a prepayment fee equal to 1.0% of the aggregate principal amount of such prepayment (or, in the case of clause (b) above, of the aggregate amount of New Term Loans outstanding immediately prior to such amendment) if made on or prior to six months after the New Term Loan Effective Date.
(e) To the extent any New Term Loans are outstanding, the Lux Borrower shall (subject to the next proviso) within 10 days after receipt of any Net Disposition Proceeds or Net Casualty Proceeds in excess of $5,000,000 by the Parent Borrower or any of its Restricted Subsidiaries, deliver to the Administrative Agent a calculation of the amount of such proceeds, and, to the extent the aggregate amount of such (i) Net Disposition Proceeds received by the Parent Borrower and its Restricted Subsidiaries in any period of twelve consecutive calendar months since the Restatement Effective Date exceeds $50,000,000 and (ii) Net Casualty Proceeds received by the Parent Borrower and its Restricted Subsidiaries in any period of twelve consecutive calendar months since the Restatement Effective Date exceeds $100,000,000, the Lux Borrower shall make a mandatory prepayment of the New Term Loans in an amount equal to 100% of such excess Net Disposition Proceeds or Net Casualty Proceeds, as applicable; provided that, so long as (i) no Event of Default has occurred and is continuing, such proceeds may be retained by the Parent Borrower and its Restricted Subsidiaries (and be excluded from the prepayment requirements of this clause) to be invested or reinvested within one year or, subject to immediately succeeding clause (ii), 18 months or 36 months, as applicable, to the acquisition or construction of other assets or properties consistent with the businesses permitted to be conducted pursuant to Section 7.2.1 (including by way of merger or Investment), and (ii) within one year following the receipt of such Net Disposition Proceeds or Net Casualty Proceeds, such proceeds are (A) applied or (B) committed to be, and actually are, applied within (I) 18 months following the receipt of such Net Disposition Proceeds or (II) 36 months following the receipt of such Net Casualty Proceeds, in each case to such acquisition or construction plan. The amount of such Net Disposition Proceeds or Net Casualty Proceeds unused or uncommitted after such one year, 18 months or 36 months, as applicable, period shall be applied to prepay the New Term Loans as set forth in Section 3.1.2. At any time after receipt of any such Net Casualty Proceeds in excess of $25,000,000 but prior to the application thereof to such mandatory prepayment or the acquisition of other assets or properties as described above, upon the request by the Administrative Agent (acting at the direction of the Required Lenders) to the Lux Borrower, the Lux Borrower shall deposit an amount equal to such excess Net Casualty Proceeds into a cash collateral account maintained with (and subject to documentation reasonably satisfactory to) the Collateral Agent for the benefit of the Secured Parties (and over which the Collateral Agent shall have a first priority perfected Lien) pending application as a prepayment or to be released as requested by the Lux Borrower in respect of such acquisition. Amounts deposited in such cash collateral account shall be invested in Cash Equivalent Investments, as directed by the Lux Borrower.
(f) To the extent any New Term Loans are outstanding, within 100 days after the close of each Fiscal Year (beginning with the Fiscal Year ending December 31, 2015) the Lux Borrower shall make a mandatory prepayment of the New Term Loans in an amount equal to (i) the product of (A) the Excess Cash Flow (if any) for such Fiscal Year multiplied by (B) the Applicable Percentage minus (ii) the aggregate amount of all voluntary prepayments of Loans (but including Revolving Loans and Swing Line Loans only to the extent of a corresponding reduction of the Revolving Loan Commitment Amount pursuant to Section 2.2.1) made during such Fiscal Year, to be applied as set forth in Section 3.1.2;
(g) To the extent any New Term Loans are outstanding, Concurrently with the receipt by the Parent Borrower or any of its Restricted Subsidiaries of any Net Debt Proceeds, the Lux Borrower shall make a mandatory prepayment of the New Term Loans in an amount equal to 100% of such Net Debt Proceeds, to be applied as set forth in Section 3.1.2.
(h) Immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 or 8.3 or Section 8.3, the mandatory repayment of Borrowers shall repay all the Loans Loans, unless, pursuant to Section 9.28.3, repay only a portion of all Loansthe Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.
Appears in 1 contract
Samples: Credit Agreement (Hanesbrands Inc.)
Repayments and Prepayments. The Borrower shall repay in full (i) the unpaid principal amount of each Revolving Loan upon the Revolving Commitment Termination Date unless any such Loans are continued as Term Loans as provided in fourteen equal semi-annual installments Section 2.1.2, and (ii) the unpaid principal amount of each Term Loan on the last day of each Interest Period, as set forth on Schedule II heretoMaturity Date. In additionPrior thereto, the Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided that
provided, however, that (i) any such prepayment shall be made pro rata applied to the Lenders among all Loans and applied in inverse order of maturity;
having the same Type and, if applicable, having the same Interest Period; (ii) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) ’ prior written notice to the Administrative Agent; and
and (iii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid)1,000,000; and
(b) shall, immediately upon any acceleration of the Stated Maturity Date of the Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Section 8.3, repay all Loans unless, pursuant to Section 9.28.3, repay only a portion of all LoansLoans is so accelerated. Each prepayment of Loans shall be applied, to the extent of such prepayment, in the inverse order of maturity. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any . No voluntary prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) principal of any FEC Break Costs on written demand by Loans shall cause a reduction in the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereofCommitment Amount.
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments unpaid principal amount of each Loan on the last day of each Interest PeriodStated Maturity Date. Prior thereto, as set forth on Schedule II hereto. In addition, the Borrower:
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided provided, however, that
(i) any such prepayment shall be made pro rata among all Loans and applied in inverse order of maturity;
(ii) , unless otherwise consented to by Administrator, all such voluntary prepayments shall require at least three two Business Days Days’ (or, if such in the case of a voluntary prepayment is to be made on the last day of an Interest Period for the Loans$10,000,000 or more, two at least seven Business Days’) prior written notice to the Administrative Agent; and
(iii) Administrator and all such voluntary partial prepayments shall be in an aggregate a minimum amount of $10,000,000 1,000,000 and a an integral multiple of $1,000,000 100,000;
(or b) shall, on each date when any reduction in the remaining Facility Limit shall become effective pursuant to Section 2.6, make a prepayment of the Loans in an amount equal to the excess, if any, of the aggregate outstanding principal amount of the Loans being prepaid); andover the Facility Limit as so reduced;
(bc) shall, immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.210.3, repay all Loans, unless, pursuant to Section 10.3(a), only a portion of all Loans is so accelerated, in which event Borrower shall repay the accelerated portion of the Loans;
(d) may, if at any time a Borrowing Base Deficit shall exist, make a prepayment (out of funds set aside pursuant to Section 11.2(d)(v)) of the Loans in an amount equal to such Borrowing Base Deficit, such payment to be made within three (3) Business Days. Each such prepayment shall be subject to the payment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be amounts required by Section 4.46.2; and
(e) shall, provided that on the effective date of any voluntary termination of the Receivables Purchase Agreement pursuant to Section 7.3 of the Receivables Purchase Agreement, repay the outstanding principal amount of all Loans. Each payment or prepayment under this Agreement shall be made subject to the payment of any amounts required by Section 6.2 resulting from a prepayment or payment of a Loan on a day other than the Borrower to the Administrative Agent (for the account last day of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereofInterest Period for such Loan.
Appears in 1 contract
Samples: Loan Agreement (Baldor Electric Co)
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest PeriodLoan, as set forth on Schedule II heretoapplicable, upon the Stated Maturity Date therefor. In addition, the BorrowerPrior thereto,
(a) the Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) Loan (other than Swing Line Loans), provided, however, that
(A) any such prepayment of the Term Loans and Designated New Term Loans shall be made pro rata among all such Term Loans and applied in inverse order Designated New Term Loans of maturitythe same type and if applicable, having the same Interest Period as all Lenders that have made such Term Loans or Designated New Term Loans, and any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period as all Lenders that have made such Revolving Loans;
(iiB) the Borrower shall comply with Section 4.4 in the event that any LIBO Rate Loan is prepaid on any day other than the last day of the Interest Period for such Loan;
(C) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two but no more than five Business Days) ’ prior written notice to the Administrative Agent; and
(iiiD) all such voluntary partial prepayments shall be be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $10,000,000 2,000,000 and a an integral multiple of $1,000,000 (or 500,000 and, in the remaining case of Base Rate Loans, in an aggregate minimum amount of $500,000 and an integral multiple thereof; or
(ii) Swing Line Loans, provided that all such voluntary prepayments shall require prior telephonic notice to the Loans being prepaidSwing Line Lender on or before 1:00 p.m., New York time, on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and;
(b) the Borrower shall no later than one Business Day following the receipt by the Borrower or any of its Subsidiaries of any Net Disposition Proceeds, deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds and, subject to the following proviso, make a mandatory prepayment of the Term Loans in an amount equal to 100% of such Net Disposition Proceeds, to be applied as set forth in Section 3.1.2; provided, however, that, at the option of the Borrower and so long as no Default shall have occurred and be continuing, the Borrower may use or cause the appropriate Subsidiary to use the Net Disposition Proceeds to purchase assets useful in the business of the Borrower and its Subsidiaries or to purchase a majority controlling interest in a Person owning such assets or to increase any such controlling interest already maintained by it; provided, that if such Net Disposition Proceeds arise from or are related to a Disposition of assets of a Guarantor then any such reinvestment must either be made by or in a Guarantor or a Person which upon the making of such reinvestment becomes a Guarantor (with such assets or interests collectively referred to as “Qualified Assets”), in each case, within 365 days after the consummation (and with the Net Disposition Proceeds) of such Disposition, and in the event the Borrower elects to exercise its right to purchase Qualified Assets with the Net Disposition Proceeds pursuant to this clause, the Borrower shall deliver a certificate of an Authorized Officer of the Borrower to the Administrative Agent within 30 days following the receipt of Net Disposition Proceeds setting forth the amount of the Net Disposition Proceeds which the Borrower expects to use to purchase Qualified Assets during such 365 day period; provided further, that the Borrower and its Subsidiaries shall only be permitted to reinvest Net Disposition Proceeds in Qualified Assets to the extent permitted by Section 7.2.5 over the term of this Agreement. If and to the extent that the Borrower has elected to reinvest Net Disposition Proceeds as permitted above, then on the date which is 365 days (in the case of clause (b)(i) below) and 370 days (in the case of clause (b)(ii) below) after the relevant Disposition, the Borrower shall (i) deliver a certificate of an Authorized Officer of the Borrower to the Administrative Agent certifying as to the amount and use of such Net Disposition Proceeds actually used to purchase Qualified Assets and (ii) deliver to the Administrative Agent, for application in accordance with this clause and Section 3.1.2, an amount equal to the remaining unused Net Disposition Proceeds;
(c) the Borrower shall, on each date when any reduction in the Revolving Loan Commitment Amount shall become effective, including pursuant to Section 2.2, make a mandatory prepayment of Revolving Loans and (if necessary) Swing Line Loans, and (if necessary) deposit with the Administrative Agent cash collateral for Letter of Credit Outstandings) in an aggregate amount equal to the excess, if any, of the aggregate outstanding principal amount of all Revolving Loans, Swing Line Loans and Letters of Credit Outstanding over the Revolving Loan Commitment Amount as so reduced;
(d) the Borrower shall, on the Stated Maturity Date and on each Quarterly Payment Date occurring on or during any period set forth below, make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term A Loans in an amount equal to the amount set forth below opposite the Stated Maturity Date or such Quarterly Payment Date (as such amounts may have otherwise been reduced pursuant to this Agreement), as applicable: 12/31/07 $ 4,375,000.00 01/01/08 through (and including) 12/31/08 $ 8,750,000.00 01/01/09 through (and including) 12/31/09 $ 13,125,000.00 01/01/10 through (and including) 12/31/10 $ 17,500,000.00 1/01/11 through (and including) Stated Maturity Date for Term A Loans $ 87,500,000.00 ; provided, that each remaining amortization amount of Term A Loans occurring after the date of the making of a Designated Additional Term A Loan will be increased pro rata by the aggregate principal amount of any Designated Additional Term A Loan based on the percentage of the original principal amount of Term A Loans payable on such Quarterly Payment Date with any excess due and payable on the Stated Maturity Date for Term A Loans.
(e) the Borrower shall, immediately upon any acceleration of the Stated Maturity Date of the any Loans or Obligations pursuant to Section 8.2 9.2 or 8.3 or Section 9.3, repay all Loans and provide the mandatory repayment Administrative Agent with cash collateral in an amount equal to the Letter of the Loans Credit Outstandings, unless, pursuant to Section 9.29.3, repay only a portion of all LoansLoans and Obligations are so accelerated (in which case the portion so accelerated shall be so prepaid or cash collateralized with the Administrative Agent); and
(f) the Borrower shall pay the principal amount of the Designated New Term Loans at such times and in such amounts as determined pursuant to Section 2.1.6. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that . No prepayment of principal of any prepayment under this Agreement shall be made subject Revolving Loans or Swing Line Loans pursuant to payment by the Borrower to the Administrative Agent clause (for the account of the FEC Counterpartya) of any FEC Break Costs on written demand by Section 3.1.1 shall cause a reduction in the FEC CounterpartyRevolving Loan Commitment Amount or the Swing Line Loan Commitment Amount, which demand shall set forth as the amount of the FEC Break Costs and reasonably detailed calculations thereofcase may be.
Appears in 1 contract
Samples: Credit Agreement (Weight Watchers International Inc)
Repayments and Prepayments. The Borrower shall shall, and hereby unconditionally promises to, repay in full the Loans in fourteen equal semi-annual installments Loan Amount and all other Obligations (excluding contingent Obligations not then due) on the last day of each Interest Period, as set forth on Schedule II heretoFinal Maturity Date. In addition, the The Borrower:
(a) shall, without requiring the prior consent of the Lenders, the Collateral Agent or the Administrative Agent, (1) on any Settlement Date on which a Borrowing Base Deficiency exists (after giving effect to the distribution of Available Funds on such Settlement Date in accordance with Section 3.03(a)), and (2) on, or prior to, the second (2nd) Business Day following the date on which a Responsible Officer of the Borrower has obtained knowledge or written notice that such Borrowing Base Deficiency exists, prepay the Loan Amount so that after giving effect to such prepayment, no Borrowing Base Deficiency would exist, or otherwise cure such Borrowing Base Deficiency; and
(b) may, from time to time on any Business Day, make a voluntary prepayment, prepay the Loan Amount in whole or in part, part (subject to Section 4.03) upon two (2) Business Days’ prior written notice (which notice may be conditional upon the closing of another transaction) of the outstanding principal amount of proposed prepayment date to the LoansAdministrative Agent; provided that
that (i) any such prepayment shall be made pro rata among all Loans in a principal amount equal to or greater than $1,000,000 and applied in inverse order of maturity;
(ii) the Borrower shall pay in full all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made accrued interest on the last day portion of an Interest Period for the LoansLoan Amount so prepaid. Each of the foregoing repayments and prepayments, two Business Days) prior written notice to as applicable, shall be deposited into the Collection Account and be applied by the Administrative Agent; and
(iii) all such voluntary partial prepayments Agent in accordance with the priorities set forth in Section 3.03. The Borrower shall be inform the Administrative Agent promptly, in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or writing, upon the remaining amount of the Loans being prepaid); and
(b) shall, immediately upon any acceleration of the Stated Maturity Date of the Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.2, repay all Loans. Each prepayment discovery of any Loans made event that gave rise to a prepayment obligation pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof2.03.
Appears in 1 contract
Samples: Loan and Security Agreement (SmileDirectClub, Inc.)
Repayments and Prepayments. The (a) Each Borrower shall repay in full the unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(ab) may, At any time and from time to time on any Business Day, each Borrower shall have the right to make a voluntary prepaymentprepayment without premium or penalty (subject to Section 4.4 hereof), in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) any Revolving Loans; provided, however, that (A) all such prepayment prepayments shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (B) Borrowers shall not, at any time that any Revolving A Loans and applied in inverse order are outstanding, prepay all or any of maturity;
the principal amount of any Revolving B Loans, except to the extent that the outstanding principal amount of the Revolving B Loans exceeds the Revolving B Loan Limit or the Borrowing Base B; (iiC) all such voluntary prepayments shall require at least three one but no more than five (5) Business Days Days’ prior notice to Agent; and (orD) all such voluntary partial prepayments shall be, if such prepayment is to be made on in the last day case of an Interest Period for the LIBO Rate Loans, two Business Days) prior written notice to in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 and, in the Administrative Agentcase of Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $100,000; and
(iiiii) Swing Line Loans; provided that (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. (New York time) on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 200,000 and a an integral multiple of $1,000,000 100,000.
(c) So long as no Default has occurred and is continuing, within five (5) Business Days after any Borrower or any of its Subsidiaries realizes any Net Disposition Proceeds in excess of $2,500,000 (for an individual Disposition or collectively for a related series of Dispositions) or any Net Sale and Leaseback Proceeds, Borrowers shall make a mandatory prepayment of Revolving Loans or Swing Line Loans (or both) in an aggregate amount equal to the remaining amount of such Net Sale and Leaseback Proceeds or Net Disposition Proceeds if any such Revolving Loans or Swing Line Loans are then outstanding; provided, that if the Loans being prepaid); andmaking of such prepayment would result in the breakage of any Interest Period, Borrowers may make such prepayment at the end of the then applicable Interest Period. If an Event of Default has occurred and is continuing, any Net Sale and Leaseback Proceeds or Net Disposition Proceeds realized by any Borrower or any of its Subsidiaries shall be applied in accordance with Section 8.4 hereof.
(bd) shall, immediately Immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 or Section 8.3 or hereof, each Borrower shall repay all the mandatory repayment of the Loans Loans, unless, pursuant to Section 9.28.3 hereof, repay only a portion of all Loans. the Loans is so accelerated (in which case the portion so accelerated shall be so repaid).
(e) Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof4.4 hereof.
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest Period, as set forth on Schedule II heretoLoan upon the Stated Maturity Date therefor. In additionPrior thereto, the Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) Loans (other than Swing Line Loans); PROVIDED, HOWEVER, that
(A) any such prepayment of the Term Loans shall be made pro rata PRO RATA among the Term Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Term Loans, and any such prepayment of Revolving Loans and applied in inverse order shall be made PRO RATA among the Revolving Loans of maturitythe same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans;
(iiB) the Borrower shall comply with SECTION 4.4 in the event that any LIBO Rate Loan is prepaid on any day other than the last day of the Interest Period for such Loan;
(C) all such voluntary prepayments shall require at least one Business Day's notice in the case of Base Rate Loans (or such shorter period as may be agreed to by the Administrative Agent), three Business Days (or, if such prepayment is to be made on Days' notice in the last day case of an Interest Period for the LIBO Rate Loans, two but no more than five Business Days) prior written ' notice in the case of any Loans, in each case in writing to the Administrative Agent; and
(iiiD) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate amount of $1,000,000 or any larger integral multiple of $500,000, and, in the case of Base Rate Loans, in an aggregate amount of $500,000 or any larger integral multiple of $100,000, or, in either case, in the aggregate principal amount of all Loans of the applicable Tranche and type then outstanding; or
(ii) Swing Line Loans; PROVIDED, HOWEVER, that
(A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 12:00 noon, New York City -50- time, on the day of such prepayment (such notice to be confirmed in writing by the Borrower within 24 hours thereafter); and
(B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 100,000 and a an integral multiple of $1,000,000 (50,000 or in the remaining aggregate principal amount of the all Swing Line Loans being prepaid); andthen outstanding;
(b) shall, no later than five Business Days following the delivery by the Borrower of its annual audited financial reports required pursuant to CLAUSE (C) of SECTION 7.1.1, deliver to the Administrative Agent a calculation of the Excess Cash Flow for the Fiscal Year last ended and, no later than five Business Days following the delivery of such calculation, make a mandatory prepayment of the Term Loans in an amount equal to (i) 75% of the Excess Cash Flow (if any) for such Fiscal Year if the Leverage Ratio for such Fiscal Year was greater than or equal to 3.00:1, (ii) 50% of the Excess Cash Flow (if any) for such Fiscal Year if the Leverage Ratio for such Fiscal Year was less than 3.00:1 but greater than or equal to 2.25:1 and (iii) 25% of the Excess Cash Flow (if any) for such Fiscal Year if the Leverage Ratio for such Fiscal Year was less than 2.25:1, in each case, to be applied as set forth in SECTION 3.1.2;
(c) shall, not later than one Business Day following the receipt of any Net Debt Proceeds by the Borrower, any Designated Guarantor or any of their respective Subsidiaries, deliver to the Administrative Agent a calculation of the amount of such Net Debt Proceeds and make a mandatory prepayment of the Term Loans in an amount equal to 100% of such Net Debt Proceeds to be applied as set forth in SECTION 3.1.2;
(d) shall, concurrently with the receipt of any Net Equity Proceeds by the Borrower, any Designated Guarantor or any of their respective Subsidiaries, deliver to the Administrative Agent a calculation of the amount of such Net Equity Proceeds, and no later than five Business Days following the delivery of such calculation, make a mandatory prepayment of the Term Loans in an amount equal to 50% of such Net Equity Proceeds to be applied as set forth in SECTION 3.1.2;
(e) shall, following the receipt by the Borrower, any Designated Guarantor or any of their respective Subsidiaries of any Casualty Proceeds in excess of $500,000 (individually or in the aggregate (when taken together with Net Disposition Proceeds) over the course of a Fiscal Year), deliver to the Administrative Agent a calculation of the amount of such Casualty Proceeds and make a mandatory prepayment of the Term Loans in an amount equal to 100% of such Casualty Proceeds within 60 days of the receipt thereof to be applied as set forth in SECTION 3.1.2; PROVIDED, HOWEVER, that no mandatory prepayment on account of Casualty Proceeds shall be required under this clause if the Borrower informs the Agents in writing no later than 60 days following the occurrence of the Casualty Event resulting in such Casualty Proceeds of its, such Designated Guarantor's or such Subsidiary's good faith intention to apply such Casualty Proceeds to the rebuilding or replacement of the damaged, destroyed or condemned assets or property and the Borrower, such Designated Guarantor or such Subsidiary in fact uses such Casualty Proceeds to rebuild or replace such assets or property within 365 days following the receipt of such Casualty Proceeds, with the amount of such Casualty Proceeds unused after such 365-day period being applied to the Term Loans pursuant to SECTION 3.1.2; PROVIDED, FURTHER, HOWEVER, that (i) at any time when any Default or Event of Default shall have occurred and be continuing, all Casualty Proceeds (together with Net Disposition Proceeds not applied as provided in CLAUSE (F) below) shall be deposited in an account maintained with the Administrative Agent to pay for such rebuilding or replacement whenever no Default or Event of Default is then continuing or except as otherwise agreed to by the Agents for disbursement at the request of the Borrower, such Designated Guarantor or such Subsidiary, as the case may be, or (ii) if all such Casualty Proceeds (together with Net Disposition Proceeds not applied as provided in CLAUSE (F) below) aggregating in excess of $1,000,000 have not yet been applied as described in the notice required above (or in accordance with CLAUSE (F) below), all such Casualty Proceeds and Net Disposition Proceeds shall be deposited in an account maintained with the Administrative Agent for disbursement at the request of the Borrower, such Designated Guarantor or such Subsidiary, as the case may be, to be used for the purpose(s) set forth in such written notice(s);
(f) shall, following the receipt by the Borrower, any Designated Guarantor or any of their respective Subsidiaries of any Net Disposition Proceeds in excess of $500,000 (individually or in the aggregate (when taken together with Casualty Proceeds) over the course of a Fiscal Year), deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds and make a mandatory prepayment of the Term Loans in an amount equal to 100% of such Net Disposition Proceeds within one Business Day of the receipt thereof to be applied as set forth in SECTION 3.1.2; PROVIDED, HOWEVER, that no mandatory prepayment on account of Net Disposition Proceeds shall be required under this clause if the Borrower informs the Agents in writing no later than one Business Day following the receipt of such Net Disposition Proceeds of its, such Designated Guarantor's or such Subsidiary's good faith intention to apply such Net Disposition Proceeds to the replacement of the sold, conveyed or transferred assets or property with any other long-term assets or property that are used or useful in the permitted business activities of the Borrower and its Subsidiaries and the Borrower, such Designated Guarantor or such Subsidiary in fact uses such Net Disposition Proceeds to replace such assets or property within 365 days following the receipt of such Net Disposition Proceeds, with the amount of such Net Disposition Proceeds unused after such 365-day period being applied to the Term Loans pursuant to SECTION 3.1.2; PROVIDED, FURTHER, HOWEVER, that (i) at any time when any Default or Event of Default shall have occurred and be continuing, all Net Disposition Proceeds (together with Casualty Proceeds not applied as provided in CLAUSE (E) above) shall be deposited in an account maintained with the Administrative Agent to pay for such replacement whenever no Default or Event of Default is then continuing or except as otherwise agreed to by the Agents for disbursement at the request of the Borrower, such Designated Guarantor or such Subsidiary, as the case may be, or (ii) if all such Net Disposition Proceeds (together -52- with Casualty Proceeds not applied as provided in CLAUSE (E) above) aggregating in excess of $1,000,000 have not yet been applied as described in the notice required above (or in accordance with CLAUSE (E) above), all such Net Disposition Proceeds and Casualty Proceeds shall be deposited in an account maintained with the Administrative Agent for disbursement at the request of the Borrower, such Designated Guarantor or such Subsidiary, as the case may be, to be used for the purpose(s) set forth in such written notice(s);
(g) shall, on each date when any reduction in the Revolving Loan Commitment Amount shall become effective, make a mandatory prepayment of Revolving Loans and Swing Line Loans and (if necessary) deposit with the Administrative Agent cash collateral for Letter of Credit Outstandings in an aggregate amount equal to the excess, if any, of the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of all Letter of Credit Outstandings over the Revolving Loan Commitment Amount as so reduced;
(h) shall on each Quarterly Payment Date occurring during any period set forth below, make a scheduled repayment of the outstanding principal amount, if any, of Term A Loans in an amount equal to the amount set forth below opposite such period (in each case as such amounts may have otherwise been reduced pursuant to this Agreement):
(i) shall on each Quarterly Payment Date occurring on or during any period set forth below, make a scheduled repayment of the outstanding principal amount, if any, the of New Term B Loans in an amount equal to the amount set forth below opposite period (in each case as such amounts may have otherwise been reduced pursuant to this Agreement):
(j) shall, immediately upon any acceleration the occurrence of the Stated Maturity Date of the any Loans or Obligations, whether by way of acceleration pursuant to Section SECTION 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.2otherwise, repay all Loansoutstanding Loans and other Obligations, unless, pursuant to SECTION 8.3, only a portion of all Loans and other Obligations are so accelerated (in which case the portion so accelerated shall be so prepaid). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section SECTION 4.4, provided that . No prepayment of principal of any prepayment under this Agreement shall be made subject Revolving Loans or Swing Line Loans pursuant to payment by the Borrower to the Administrative Agent CLAUSE (for the account of the FEC CounterpartyA) of any FEC Break Costs on written demand by this SECTION 3.1.1 shall cause a reduction in the FEC CounterpartyRevolving Loan Commitment Amount or the Swing Line Loan Commitment Amount, which demand shall set forth as the amount of the FEC Break Costs and reasonably detailed calculations thereofcase may be.
Appears in 1 contract
Samples: Credit Agreement (Duane Reade Inc)
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest Period, Loan as set forth on Schedule II heretoin Section 2.8. In additionPrior thereto, the Borrower:
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided that
provided, however, that (i) any such prepayment shall be made pro rata applied to the Lenders among all Loans and applied in inverse order of maturity;
having the same Type and, if applicable, having the same Interest Period; (ii) all such voluntary prepayments of Eurodollar Loans shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) ’ prior written notice to the Administrative Agent; and
(iii) all such voluntary prepayments of Base Rate Loans shall be permitted on the same day as written notice thereof is received by the Administrative Agent; (iv) all such voluntary prepayments of Swingline Loans shall be permitted on the same day as written notice thereof is received by the Administrative Agent and the Swingline Lenders; and (v) except in the case of a prepayment pursuant to Section 3.1(c), all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 5,000,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and1,000,000;
(b) shall, immediately upon any acceleration of the Stated Maturity Date of the Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Section 8.3, repay all Loans unless, pursuant to Section 9.28.3, repay only a portion of all LoansLoans is so accelerated; and
(c) at any time when the aggregate amount of the Revolving Credit Exposures of all Lenders exceeds the Total Commitment then in effect, shall (i) first, immediately prepay outstanding Loans in an amount equal to such excess and (ii) second, if, after giving effect to the prepayment required in clause (i) above, the aggregate amount of the Revolving Credit Exposures of all Lenders still exceeds the Total Commitment then in effect, immediately Cash Collateralize such Revolving Credit Exposure in conformity with Section 2.11(j) in an amount equal to such remaining excess. Each prepayment of any Revolving Loans of any Type made pursuant to this Section shall be allocated ratably among the Lenders, provided that any prepayment of Revolving Loans of the Non-Consenting Lenders as required under Section 2.10(b) may be applied solely to the Revolving Loans of the Non-Consenting Lenders, and shall be allocated among the Non-Consenting Lenders ratably; and each prepayment of any Swingline Loans of any Type made pursuant to this Section shall be allocated ratably among the Swingline Lenders, provided that any prepayment of Swingline Loans of any Swingline Lender that is a Non-Consenting Lender as required under Section 2.10(c) may be applied solely to the Swingline Loans of such Swingline Lender. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any . No voluntary prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) principal of any FEC Break Costs on written demand by Loans shall cause a reduction in the FEC Counterparty, which demand shall set forth Commitments or the amount of the FEC Break Costs and reasonably detailed calculations thereofTotal Commitment.
Appears in 1 contract
Samples: Third Amendment (Noble Energy Inc)
Repayments and Prepayments. The Borrower shall repay the Loans will make payment in fourteen equal semi-annual installments on the last day full of all unpaid principal of each Interest Period, Loan at its Stated Maturity Date (or such earlier date as set forth on Schedule II heretosuch Loan may become or be declared due and payable pursuant to Article 7). In additionPrior thereto, the Borrower:
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided that
provided, however, that (i) any such prepayment shall be made pro rata among all Loans and applied in inverse order as to partial prepayments of maturity;
(ii) the Bridge Loan or the Term Loan, all such voluntary prepayments shall require at least three (3) Business Days prior notice to the Agent, (orii) as to the Bridge Loan, if the Term Loan and the Revolving Loans, all such voluntary prepayments shall be in a minimum amount of $50,000 (subject to the Borrower's right to prepay in full the entire unpaid principal amount of the Bridge Loan, the Term Loan or the Revolving Loans, as the case may be), and (iii) as to the voluntary prepayment in full of the Bridge Loan and the Term Loan and the termination of the Revolving Loan Commitment, such prepayment is to be made on the last day of an Interest Period for the Loans, two shall require at least five (5) Business Days) Days prior written notice to the Administrative Agent; and
(iii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and;
(b) shall, immediately upon on any acceleration Business Day on which the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount, make a mandatory prepayment of the Stated Maturity outstanding principal amount of Revolving Loans in an amount equal to such excess amount;
(c) shall, on each Quarterly Payment Date, commencing on the third (3rd) Quarterly Payment Date occurring after the Merger Consummation Date, make a scheduled payment of a portion of the Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.2, repay all Loans. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the outstanding principal amount of the FEC Break Costs Term Loan in an amount equal to the lesser of (i) the outstanding principal balance of the Term Loan, and reasonably detailed calculations thereof.(ii) the amount shown below opposite each such Quarterly Payment Date:
Appears in 1 contract
Samples: Credit Agreement (Internationale Nederlanden Capital Corp)
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest PeriodLoan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of Loans shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided thatany:
(i) Loans (other than Swing Line Loans), provided, however, that
(A) any such prepayment of the Term Loans shall be made pro rata among all the Term Loans and, if applicable, having the same Interest Period of all Lenders that have made such Term Loans, and shall be applied to the remaining amortization payments, for the relevant Term Loans as provided for in inverse order Section 3.1.1(d) and any such prepayment of maturityRevolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans;
(iiB) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two one but no more than five Business Days) ' prior written notice to the Administrative Agent; and
(iiiC) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $500,000 and an integral multiple of $100,000; and
(ii) Swing Line Loans, provided that
(A) all such voluntary prepayments shall require prior telephonic notice to Scotiabank on or before 1:00 p.m., New York time, on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and
(B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 200,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and100,000.
(b) shallOn each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, immediately upon any acceleration of the Stated Maturity Date of the Loans including pursuant to Section 8.2 or 8.3 or 2.2), the Borrower shall make a mandatory repayment of the Loans pursuant to Section 9.2, repay all Loans. Each prepayment of any all the Revolving Loans made pursuant to this Section shall be without premium or penaltyall Swing Line Loans (or both) and, except as may be required by Section 4.4if necessary, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower give cash collateral to the Administrative Agent pursuant to an agreement satisfactory to the Administrative Agent to collateralize Letter of Credit Outstandings, in an aggregate amount equal to such excess. On the first Business Day following the Effective Date, the Borrower shall make a mandatory prepayment of Revolving Loans (for the account which prepayment shall not result in a reduction of the FEC CounterpartyRevolving Loan Commitment Amount) in an aggregate principal amount of at least $35,200,000.
(c) Concurrently with the receipt (or deemed receipt) of any FEC Break Costs on written demand Net Proceeds by the FEC CounterpartyBorrower or any of its Restricted Subsidiaries, which demand the Borrower shall make a mandatory prepayment of the Loans (i) in an amount equal to 100% of the Net Proceeds with respect to Net Proceeds described in clauses (b), (c) and (d) of the definition thereof and (ii) 50% of such Net Proceeds with respect to the Net Proceeds described in clause (a) of the definition thereof, in each case, to be applied as set forth the amount of the FEC Break Costs and reasonably detailed calculations thereofin Section 3.1.
Appears in 1 contract
Samples: Credit Agreement (Titan Corp)
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest Period, as set forth on Schedule II heretoLoan upon the Stated Maturity Date. In additionPrior thereto, the Borrower:
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided that
provided, however, that (i) any such prepayment shall be made pro rata among Loans of the same type and, if applicable, having the same Interest Period of all Loans and applied in inverse order of maturity;
Lenders; (ii) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two 3) but no more than five (5) Business Days) ' prior written notice to the Administrative Agent; and
and (iii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 1,000,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and1,000,000;
(b) shall repay the original outstanding principal amount of all Loans in ten equal installments of four million five hundred thousand dollars ($4,500,000), on each Quarterly Payment Date beginning February 28, 2003, with the final installment being due and payable on the Stated Maturity Date;
(c) [Intentionally Omitted];
(d) shall, immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.28.3, repay all Loans, unless, pursuant to Section 8.3, only a portion of all Loans is so accelerated; and
(e) shall, on the first Business Day following any disposition of assets (other than dispositions of Hydrocarbons in the ordinary course of business) permitted by Section 7.2.11, make a payment of 100% of the Net Cash Proceeds received from such disposition to be applied to the outstanding Loans; provided, however, that if no Event of Default has occurred and is continuing the Borrower may retain such funds and such payment shall not be required. Each voluntary prepayment of Loans made pursuant to clause (a) shall be applied, to the extent of such prepayment, in the inverse order of the scheduled repayments of the Loans set forth in clause (b). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay the Loans will make payment in fourteen equal semi-annual installments on the last day full of all unpaid principal of each Interest Period, Loan at its Stated Maturity Date (or such earlier date as set forth on Schedule II heretosuch Loan may become or be declared due and payable pursuant to Article 7). In additionPrior thereto, the Borrower:
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided that
provided, however, that (i) any such prepayment shall be made pro rata among all as to partial prepayments of the Term Loans and applied in inverse order of maturity;
(ii) Revolving Loans, all such voluntary prepayments shall require at least three one (1) Business Day prior notice to the Agent, (ii) as to the Term Loans and the Revolving Loans, all such voluntary prepayments shall be in a minimum amount of $50,000 (subject to the Borrower's right to prepay in full the entire unpaid principal amount of each Term Loan or the Revolving Loans, as the case may be), (iii) as to the Term Loans, all such voluntary prepayments shall be applied to such Term Loans as the Borrower shall indicate in such notice, and (iv) as to the voluntary prepayment in full of the Term Loans and the termination of the Revolving Loan Commitment and the Letter of Credit Commitment, such prepayment shall require at least five (5) Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) prior written notice to the Administrative Agent; and
(iii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and;
(b) shall, immediately upon on any acceleration Business Day on which the aggregate outstanding principal amount of all Revolving Loans plus the aggregate outstanding face amounts of all Letters of Credit exceeds the lesser of (i) $17,000,000 or (ii) the Borrowing Base, make a mandatory prepayment of the Stated Maturity Date of the Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.2, repay all Loans. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the outstanding principal amount of the FEC Break Costs and reasonably detailed calculations thereof.Revolving Loans in an amount equal to such excess amount;
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the Loans unpaid principal amount of each Loan on its Stated Maturity Date (or, in fourteen equal semi-annual installments the case of Incremental Term Loans, on the last day Incremental Term Loan Maturity Date). Prior thereto, payments and prepayments of each Interest Period, Loans shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided provided, however, that
(i) any such voluntary prepayment of Loans of the same type or Loans with the same Interest Period shall be made pro rata among all the Lenders that made such Loans and (and, in the case of Term Loans, applied in inverse order of maturitypro rata against the remaining amortization payments for the Term Loans);
(ii) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on in the last day case of an Interest Period for the Base Rate Loans, two one) but no more than five Business Days) ' prior written notice to the Administrative Agent; and
(iii) all such voluntary partial prepayments shall be be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $10,000,000 2,000,000 and a an integral multiple of $1,000,000 (or 500,000 and, in the remaining case of Base Rate Loans, in an aggregate minimum amount of the Loans being prepaid); and$1,000,000 and an integral multiple of $100,000.
(b) On each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time pursuant to this Agreement), the Borrower shall make a mandatory prepayment of Revolving Loans and, if necessary, deposit cash collateral with the Administrative Agent or its designee pursuant to an agreement satisfactory to the Administrative Agent to collateralize Letter of Credit Outstandings, in an aggregate amount equal to such excess.
(c) Within three Business Days of the receipt by the Borrower or any Subsidiary of any Net Equity Proceeds, the Borrower shall deliver to the Administrative Agent a calculation of such Net Equity Proceeds and make a mandatory prepayment of the Term Loans in an amount equal to 50% of such Net Equity Proceeds, to be applied as set forth in Section 3.1.2.
(i) The Borrower shall, immediately upon concurrently with the receipt by the Borrower or any acceleration Subsidiary of Net Disposition Proceeds, make a mandatory prepayment of the Stated Maturity Date Term Loans equal to 100% of such Net Disposition Proceeds, to be applied as set forth in Section 3.1.2; provided, however, that any such prepayment shall not be required if the total amount of such Net Disposition Proceeds, when added to all other Net Disposition Proceeds received by the Borrower or any Subsidiary in the same calendar year as such Net Disposition Proceeds and not yet applied in accordance with this Section 3.1, is less than $1,500,000 and no Default shall have occurred and be continuing.
(ii) The Borrower shall, following the receipt by the Borrower or any Subsidiary (or the Administrative Agent pursuant to any loss payee or similar provision) of any Net Casualty Proceeds deliver to the Administrative Agent a calculation of the amount of such Net Casualty Proceeds and make a mandatory prepayment of the Term Loans equal to 100% of such Net Casualty Proceeds within 30 days of the receipt thereof to be applied as set forth in Section 3.1.2; provided, however, that no mandatory prepayment on account of Net Casualty Proceeds shall be required under this clause if (A) the aggregate amount of Net Casualty Proceeds with respect to a Casualty Event will not exceed $1,000,000 and no Default has occurred and is continuing or (B) the Borrower informs the Administrative Agent in writing no later than 30 days following the occurrence of the Casualty Event resulting in such Net Casualty Proceeds of its or such Subsidiary's good faith intention to apply such Net Casualty Proceeds to the rebuilding or replacement of the damaged, destroyed or condemned assets or property and the Borrower or such Subsidiary in fact uses such Net Casualty Proceeds to rebuild or replace such assets or property within 360 days following the receipt of such Net Casualty Proceeds, with the amount of such Net Casualty Proceeds unused after such 360-day period being applied to the Term Loans pursuant to Section 8.2 or 8.3 or 3.1.2; provided further, however, that, in the mandatory repayment event in the case of the Loans pursuant preceding clause (B) the aggregate amount of Net Casualty Proceeds with respect to Section 9.2a Casualty Event exceeds $5,000,000, repay all Loans. Each prepayment of any Loans made pursuant to this Section such Net Casualty Proceeds shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to deposited in an account maintained with the Administrative Agent (or an agent on its behalf) to pay for such rebuilding or replacement and shall be disbursed at the account request of the FEC Counterparty) Borrower so long as a Default has not occurred and is then continuing at the time of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereofsuch disbursement.
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest Period, as set forth on Schedule II heretoLoan upon the Stated Maturity Date therefor. In additionPrior thereto, the Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) Loans, provided, however, that
(A) any such prepayment of the Term-A Loans, or the Term-B Loans, shall be made pro rata among all Term-A Loans and applied in inverse order Term-B Loans, as applicable, of maturitythe same type and if applicable, having the same Interest Period of all Lenders that have made such Term-A Loans or Term-B Loans, and any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans;
(iiB) the Borrower shall comply with Section 4.4 in the event that any LIBO Rate Loan is prepaid on any day other than the last day of the Interest Period for such Loan; 44 52
(C) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) ' prior written notice to the Administrative AgentAgent provided that voluntary prepayments of Revolving and Swing Line Base Rate Loans may be made on same-day telephonic notice; and
(iiiD) all such voluntary partial prepayments shall be be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $10,000,000 500,000 and a an integral multiple of $1,000,000 (or 500,000 and, in the remaining case of Base Rate Loans, in an aggregate minimum amount of the Loans being prepaid)$250,000 and an integral multiple of $100,000; and
(ii) Swing Line Loans, provided that all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m., New York time, on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter);
(b) shall, immediately upon any acceleration of no later than one Business Day following the Stated Maturity Date of the Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.2, repay all Loans. Each prepayment receipt of any Loans made pursuant to this Section shall be without premium or penaltyNet Disposition Proceeds, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower deliver to the Administrative Agent (for the account a calculation of the FEC Counterpartyamount of such Net Disposition Proceeds and, subject to the following proviso, make a mandatory prepayment of the Term Loans in an amount equal to 100% of such Net Disposition Proceeds, to be applied as set forth in Section 3.1.2; provided, that, at the option of the Borrower and so long as no Default shall have occurred and be continuing, the Borrower may use or cause the appropriate Subsidiary to use the Net Disposition Proceeds to purchase assets useful in the business of the Borrower and its Subsidiaries (with such assets collectively referred to as "Qualified Assets") within 365 days after the consummation of any FEC Break Costs on written demand by such sale, conveyance or disposition, and in the FEC Counterpartyevent the Borrower elects to exercise its right to purchase Qualified Assets with the Net Disposition Proceeds pursuant to this clause, which demand the Borrower shall set deliver a certificate of an Authorized Officer to the Administrative Agent within 30 days following the receipt of Net Disposition Proceeds setting forth the amount of the FEC Break Costs Net Disposition Proceeds which the Borrower expects to use to purchase Qualified Assets during such 365 day period; provided, further, that the Borrower and reasonably detailed calculations thereof.its Subsidiaries shall be only permitted to reinvest Net Disposition Proceeds in Qualified Assets in an aggregate amount of more than $2,000,000 during any period of 12 consecutive months (and no more than $5,000,000 after the date of this Agreement) and provided, further, that no prepayment shall be required hereunder until there are Net Disposition Proceeds available therefor (and not applied in previous prepayment) of at least $1,000,000. If and to the extent that the Borrower has elected to reinvest Net Disposition Proceeds as permitted above, then on the date which is 365 days (in the case of clause (b)(i) below) and 370 days (in the case of clause (b)(ii) below) after the relevant sale, conveyance or disposition, the Borrower shall (i) deliver a certificate of an Authorized Officer to the Administrative Agent certifying as to the amount and use of such Net Disposition Proceeds actually used to purchase Qualified Assets and (ii) deliver to the Administrative Agent, for application in accordance with this clause and Section 3.1.2, an amount equal to the remaining unused Net Disposition Proceeds;
Appears in 1 contract
Samples: Credit Agreement (Pasta Group L L C)
Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) Revolving Loans; provided, that (A) any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same Type and, if applicable, having the same Interest Period of all Loans and applied in inverse order of maturity;
Lenders that have made such Revolving Loans; (iiB) all such voluntary prepayments shall require at least three one Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) Day's prior written notice to the Administrative Agent; and (C) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $500,000 and an integral multiple of $100,000 or, in either case, in the unpaid amount of the Loan being prepaid;
(iiiii) Swing Line Loans; provided, that (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 200,000 and a an integral multiple of $1,000,000 (100,000 or in the remaining unpaid amount of the Loans Swing Line Loan being prepaid); andrepaid;.
(b) shallOn each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time pursuant to this Agreement), immediately the Borrower shall make a mandatory prepayment of Revolving Loans or Swing Line Loans (or both) and, if necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to such excess.
(c) Within five Business Days following the Borrower’s or any Subsidiary’s receipt of Net Disposition Proceeds in excess of $10,000,000 individually or in the aggregate over the course of a Fiscal Year or Net Casualty Proceeds in excess of $10,000,000 individually or in the aggregate over the course of a Fiscal Year, the Borrower shall prepay outstanding Loans (if any) in an amount equal to such excess Net Disposition Proceeds or excess Net Casualty Proceeds; provided, that if an Authorized Officer of the Borrower delivers to the Administrative Agent a Reinvestment Notice on or prior to the date that a prepayment would otherwise be required pursuant to the foregoing, then no prepayment of the Reinvestment Amount shall be required pursuant to this clause until the Reinvestment Prepayment Date, at which time a prepayment shall be required in an amount equal to the Net Disposition Proceeds or Net Casualty Proceeds that have not been so applied.
(d) Immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 or 8.3 or Section 8.3, the mandatory repayment of Borrower shall repay all the Loans Loans, unless, pursuant to Section 9.28.3, repay only a portion of all Loansthe Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.
Appears in 1 contract
Samples: Credit Agreement (Kansas City Southern De Mexico, S.A. De C.V.)
Repayments and Prepayments. The Borrower Borrowers shall repay in full the unpaid principal amount of each Loan on the applicable Stated Maturity Date, the Borrowers shall Cash Collateralize the Loan Note Guaranty on June 23, 2000 and the Borrowers shall Cash Collateralize all Letters of Credit Outstandings on the Stated Maturity Date unless such Letters of Credit have been cancelled or replaced. Prior thereto, payments and prepayments of the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, the Borrowers may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) Revolving Loans (any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Loans and applied in inverse order of maturity;
Lenders that have made such Revolving Loans); (iiA) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two one but no more than five Business Days) ' prior written notice to the Administrative Agent; and (B) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $5,000,000 and an integral multiple of $500,000; and
(iiiii) Swing Line Loans; provided, that (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter, with the Swing Line Lender to be fully protected with respect to disputes regarding telephonic notices); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 400,000 and a an integral multiple of $1,000,000 200,000.()
(b) On each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans, Swing Line Loans and the Dollar Equivalent of Other Currency Loans, (ii) the aggregate amount of all Letter of Credit Outstandings and (iii) the aggregate amount of all Loan Note Guaranty Obligations exceeds the Revolving Loan Commitment Amount (without giving effect to amounts used for the U.K. Refinancing), the Borrowers shall make a mandatory prepayment of Revolving Loans, the Dollar Equivalent of Other Currency Loans or Swing Line Loans (or both) and, if necessary, Cash Collateralize Letter of Credit Outstandings, in an aggregate amount equal to such excess.
(c) Upon three Business Days' notice from the remaining Administrative Agent, in the event that the Administrative Agent shall have determined at any time (including on each date of the making of any Loan and on the date of a Continuation/Conversion Notice with respect to any Loan or at any other time periodically) that the aggregate principal amount of all Revolving Loans of outstanding (after converting, for calculation purposes, all such Loans denominated in Other Currencies to their Dollar Equivalent on such date of determination), together with, if applicable, all Letter of Credit Outstandings and Loan Note Guaranty Obligations, was in excess of 105% of the Revolving Loan Commitment Amount the Borrowers shall make a mandatory prepayment in an aggregate principal amount of such Loans denominated in Other Currencies, such that the Dollar Equivalent of the outstanding principal amount of such Loans, when added, if applicable, to the aggregate principal amount of all Loans outstanding denominated in Dollars, all Letter of Credit Outstandings and Loan Note Guaranty Obligations, as applicable, do not exceed the applicable Commitment Amount.
(d) Concurrently with the receipt by the U.S. Borrower or any of its Subsidiaries of any
(i) Net Equity Proceeds, the U.S. Borrower shall make or cause to be made a mandatory prepayment of the Loans being prepaidin an amount equal to 100% of such Net Equity Proceeds;
(ii) Net Disposition Proceeds, the U.S. Borrower shall make or cause to be made a mandatory prepayment of the Loans in an amount equal to 100% of such Net Disposition Proceeds; provided, however, that no such mandatory prepayment of the Loans shall be required under this clause to the extent that (i) no Default has occurred and is continuing, (ii) such Net Disposition Proceeds are received in connection with clauses (d) or (e) of Section 7.2.10 (or otherwise permitted by the Required Lenders), and (iii) such Net Disposition Proceeds, when aggregated with all other Net Disposition Proceeds received by the U.S. Borrower or any of its Subsidiaries in that Fiscal Year, do not exceed $5,000,000; provided, further, however, that in connection with any Net Disposition Proceeds resulting from the sale of the Shorewood Shares, the U.S. Borrower shall only be required to prepay the Loans in an amount equal to the price the U.S. Borrower paid to acquire such shares; and
(biii) shallNet Debt Proceeds, immediately upon any acceleration of the Stated Maturity Date U.S. Borrower shall make or cause to be made a mandatory prepayment of the Loans pursuant in an amount equal to Section 8.2 or 8.3 or the mandatory repayment 100% of the Loans pursuant such Net Debt Proceeds, in each case, to Section 9.2, repay all Loans. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except applied as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereofin Section 3.1.
Appears in 1 contract
Repayments and Prepayments. The Borrower Borrowers shall repay in full the unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, the Borrowers may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any:
(i) Loans (other than Swingline Loans); provided provided, that
(iA) any such prepayment shall be made pro rata among Loans of the same type and denominated in the same Currency, if applicable, having the same Interest Period of all Loans Lenders that have made such Loans, and in the case of Term Loans, applied to the remaining amortization payments in inverse order of maturitysuch amounts as the Borrowers shall determine;
(B) no such prepayment of any Eurocurrency Loan may be made on any day other than the last day of the Interest Period for such Loan unless payments required, if any, pursuant to Section 4.4 are made;
(C) a written notice of each such voluntary prepayment with respect to any Loan shall be received by the Administrative Agent by 12:00 noon, in the case of Base Rate Loans, at least one Business Day prior to the date of such prepayment, and in the case of Eurocurrency Loans, at least three Business Days’ prior to the date of such prepayment;
(D) all such voluntary partial prepayments shall, in the case of Base Rate Loans, be in an aggregate minimum amount of $1,000,000 and an integral multiple of $100,000, and in the case of Eurocurrency Loans, be in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000; and
(E) all such voluntary prepayments shall be accompanied by all accrued interest thereon; and
(ii) Swingline Loans; provided, that (A) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) prior written telephonic notice to the Administrative Agent; and
Swingline Lender on or before 1:00 p.m. on the day of such prepayment (iiisuch notice to be confirmed in writing within 24 hours thereafter), (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 500,000 and a an integral multiple of $1,000,000 100,000 and (C) no such prepayment of any Daily LIBOR Rate Loans may be made on any day other than the maturity date for such Loan unless payments required, if any, pursuant to Section 4.4 are made.
(b) On each date when the aggregate Revolving Exposure of all Revolving Lenders exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time pursuant to this Agreement), the Borrowers shall make a mandatory prepayment of Revolving Loans or Swingline Loans (or both) and, if necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to such excess; provided, that no such mandatory prepayment will be required if the remaining aggregate Revolving Exposure is in excess of up to 103% of the Revolving Loan Commitment Amount solely as a result of fluctuations in exchange rates.
(c) The Term Loans shall be payable in equal consecutive quarterly installments commencing on the last Business Day of each March, June, September and December following the Closing Date, commencing with December 31, 2014, in an amount equal to one quarter of one percent (0.25%) of the stated principal amount of the Term Loans being prepaidin effect on the Closing Date (as adjusted to reflect any prepayments thereof), with the remaining balance thereof payable on the Stated Term Maturity Date.
(d) Concurrently with the receipt by the Company or any Subsidiary of any Net Debt Proceeds, the Company shall make, or cause to be made, a mandatory prepayment of the Loans in an amount equal to 100% of such Net Debt Proceeds, to be applied as set forth in Section 3.1.2.
(e) With respect to Net Disposition Proceeds and Net Casualty Proceeds, within ten Business Days following receipt by the Company or any Subsidiary of any Net Disposition Proceeds resulting from Dispositions made pursuant to Section 7.2.8(c) or any Net Casualty Proceeds in excess of a cumulative amount of $1,000,000 in any Fiscal Year, the Company shall deliver to the Administrative Agent a calculation of the amount of such proceeds and the Company shall make, or cause to be made, a mandatory prepayment of the Loans as set forth in Section 3.1.2 in an amount equal to 100% of such Net Disposition Proceeds or Net Casualty Proceeds; provided, that upon written notice by the Company to the Administrative Agent not more than ten Business Days following receipt of any Net Disposition Proceeds resulting from a Disposition or series of related Dispositions or receipt of any Net Casualty Proceeds (in each case, so long as no Default has occurred and is continuing), such proceeds may be retained by the Company and its Subsidiaries (which retained proceeds (i) shall be excluded from the prepayment requirements of this clause and (ii) may, in the Company’s discretion, be used to repay the outstanding Revolving Loans without a corresponding permanent reduction of the Revolving Loan Commitment Amount pending reinvestment in accordance with the terms hereof) if:
(i) the Company informs the Administrative Agent in such notice of its good faith intention to apply (or cause one or more of its Subsidiaries to apply) such Net Disposition Proceeds or Net Casualty Proceeds to the acquisition of other assets or properties; and
(bii) shallwithin one year following the receipt of such Net Disposition Proceeds or such Net Casualty Proceeds, immediately such proceeds are applied or committed to such application. The amount of such retained Net Disposition Proceeds or retained Net Casualty Proceeds unused or uncommitted after such one year period shall be applied to prepay the Loans as set forth in Section 3.1.2; provided, that any Net Disposition Proceeds received in connection with the sale of the Polymer Additives Business shall not be subject to this provision. Notwithstanding the foregoing, in the event that the application of Net Disposition Proceeds or Net Casualty Proceeds by any Foreign Subsidiary to repay the Loans as required by this clause would result in a materially increased Tax liability for the Company (as reasonably determined by the Company in consultation with the Administrative Agent), such Foreign Subsidiary shall not be required to apply such Net Disposition Proceeds or such Net Casualty Proceeds to prepay the Loans.
(f) Immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 or 8.3 or Section 8.3, the mandatory repayment of Borrowers shall repay all the Loans Loans, unless, pursuant to Section 9.28.3, repay only a portion of all Loansthe Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.
Appears in 1 contract
Samples: Credit Agreement (Ferro Corp)
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments unpaid principal amount of each Tranche A Loan, and each Tranche A Loan shall mature and be due and payable, on the last day Tranche A Availability Termination Date; PROVIDED, HOWEVER, that, as provided in SECTION 2.1.1(b), if (i) no Event of Default has occurred and is continuing, (ii) the representations and warranties of the Borrower and its Subsidiaries are true and correct in all material respects and (iii) the Lender shall have received a certificate to that effect, the unpaid principal amount of the Tranche A Loans shall, on the Tranche A Availability Termination Date, not be due and payable but shall convert to a Term Loan. The Borrower shall repay in full the unpaid principal amount of each Interest Period, as set forth on Schedule II heretoLoan upon the Stated Maturity Date applicable thereto. In additionPrior thereto, the Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided PROVIDED, HOWEVER, that
(i) any such prepayment shall be made pro rata PRO RATA among all Loans and applied in inverse order of maturitythe same type;
(ii) no such prepayment of any LIBO Rate Loan may be made on any day other than the last day of the Interest Period for such Loan;
(iii) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two 3) but no more than five (5) Business Days) ' prior written notice to the Administrative AgentLender (which notice is irrevocable) stating the date and amount of such prepayment and the type of Loan to be prepaid; and
(iiiiv) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 100,000 and a an integral multiple of $1,000,000 50,000;
(b) shall, on each date when any reduction in any Commitment Amount shall become effective, including pursuant to SECTION 2.2, make a mandatory prepayment (which shall be applied (or held for application, as the case may be) by the Lender to the payment of the aggregate unpaid principal amount of those Loans then outstanding and then to the payment of the then Letter of Credit Outstandings) equal to the excess, if any, of the aggregate outstanding principal amount of all Loans and Letter of Credit Outstandings over such Commitment Amount as so reduced;
(c) shall make prepayments as specified in SECTION 3.1.2;
(d) shall, if Tranche A Loans have been converted to a Term Loan pursuant to the terms and conditions hereof, on each Quarterly Payment Date after the Tranche A Availability Termination Date, make a payment in an amount equal to that necessary to amortize the principal of all Tranche A Loans that have been converted into a Term Loan equally over the remaining Quarterly Payment Dates and the Stated Maturity Date that is applicable to Tranche A Loans;
(e) shall, on the following dates, pay an amount necessary to reduce the outstanding principal amount of the Loans being prepaid); Tranche B Loan to the following amounts, such that the entire amount of the Tranche B Loan shall be repaid in full on Stated Maturity Date applicable to the Tranche B Loan: -------------------------------------------------------- -------------------------------------------------------- Maximum Amount of Initial Tranche B Amount Remaining Date on Which Payment is Due: Outstanding and Unpaid after Payment: -------------------------------------------------------- -------------------------------------------------------- April 30, 2001 75% -------------------------------------------------------- -------------------------------------------------------- July 31, 2001 50% -------------------------------------------------------- -------------------------------------------------------- October 31, 2001 25% -------------------------------------------------------- -------------------------------------------------------- Stated Maturity Date for Tranche B Loan 0% -------------------------------------------------------- -------------------------------------------------------- and
(bf) shall, immediately upon any acceleration of the Stated Maturity Date of the Loans pursuant to Section 8.2 SECTION 9.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.2SECTION 9.3, repay all Loans, unless, pursuant to SECTION 9.3, only a portion of all Loans is so accelerated. Each payment or prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section SECTION 4.4, provided that and shall be applicable, to the extent of such prepayment, in the inverse order of maturity. No voluntary prepayment of principal of any Loans or any prepayment under this Agreement shall be made subject to payment by the Borrower pursuant to the Administrative Agent preceding CLAUSE (for the account of the FEC Counterpartyc) of shall cause a reduction in any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereofCommitment Amount.
Appears in 1 contract
Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of the Loans in fourteen equal semi-annual installments on upon the last day of each Interest Period, as set forth on Schedule II heretoStated Maturity Date. In addition, the Borrower
(a) mayPrior thereto, from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided provided, however, that
(i) any such prepayment all payments and prepayments of Loans shall be made pro rata among all Loans and applied in inverse order of maturityDollars;
(ii) all such voluntary prepayments shall require at least three Business Days one (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two 1) but no more than five (5) Business Days) ’ prior written notice to the Administrative Agent; and;
(iii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 500,000 and a multiple in integral multiples of $1,000,000 (or the remaining amount of the Loans being prepaid)500,000; and
(iv) solely with respect to Delayed Draw Term Loans, amounts which the Borrower elects to prepay may not thereafter be re-borrowed.
(b) shall, immediately upon any acceleration The Borrower shall make a mandatory prepayment of the Stated Maturity Date Loans (each, a “Mandatory Prepayment”) under the circumstances set forth below, all such prepayments to be applied as set forth in Section 3.1.2:
(i) Within five (5) Business Days after a Change of Control and a demand for payment by the Administrative Agent, in the amount of all Obligations outstanding;
(ii) Simultaneously upon a sale, transfer or conveyance of all or a portion of the Property, in the amount of all Obligations outstanding; provided, however, if such sale, transfer or conveyance is a Permitted Asset Sale in accordance with Section 7.2.9 and the net proceeds thereof have not otherwise been used to fund the purchase or acquisition of replacement assets, then in the amount of one hundred percent (100%) of the net proceeds of such Permitted Asset Sale;
(iii) Within five (5) Business Days following the acceleration of the Loans pursuant to Section 8.2 or 8.3 or Section 8.3, in the mandatory repayment amount of all Obligations outstanding;
(iv) Subject to the provisions of Section 7.1.15 relating to retention and/or reinvestment of Loss Proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of the Loans Loss Proceeds within five (5) Business Days after receipt of the same;
(v) Except in connection with Cash Contributions to Capital, simultaneously upon (a) the issuance, transfer or sale of Capital Stock of the Borrower, (b) any public offering or private placement of equity securities of the Borrower, (c) any issuance of a security of the Borrower that is convertible or exchangeable into common stock or preferred stock, (d) any other securities of the Borrower involving any refinancing, tender or restructuring of existing indebtedness or (e) any recapitalization, extraordinary dividend, spin-off or divestiture of the Borrower, in each case, in an amount equal to fifty percent (50%) of the net cash proceeds received by the Borrower from such issuance, transfer or sale, whether or not permitted pursuant to Section 9.27.2.9;
(vi) Except in connection with Cash Contributions to Capital or as permitted pursuant to Section 7.2.2, repay all Loans. Each simultaneously upon any debt issuance, in an amount equal to one hundred percent (100%) of the net cash proceeds received by the Borrower or any of its Subsidiaries from such debt issuance; and
(vii) For so long as any Delayed Draw Term Loans remain outstanding, upon each Quarterly Payment Date, in an amount equal to one hundred percent (100%) of the Phase II Club Net Income for prepayment of any Loans the Delayed Draw Term Loan only. In addition to the Mandatory Prepayments required to be made pursuant to this clause (b) of this Section 3.1.1, the obligation of any Revolving Lender to make a Revolving Loan shall automatically terminate in full upon the occurrence of any event listed in items (i), (ii) (to the extent such Mandatory Prepayment is for all Obligations outstanding) and (iii) of this clause (b) of this Section 3.1.1 and, upon the occurrence of any event listed in items (iv) and (vi) of this clause (b) of this Section 3.1.1, the Revolving Loan Commitments shall be without premium or penalty, except as may be permanently reduced by an amount equal to the Mandatory Prepayment required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereofsuch item.
Appears in 1 contract
Samples: Loan Agreement (Tropicana Las Vegas Hotel & Casino, Inc.)
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest PeriodLoan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of Loans shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided , provided, however, that
(i) any such prepayment of the Term Loans shall be made pro rata among Term Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Term Loans (with the amounts allocated to the Term Loans being applied to the remaining amortization payments for the Term Loans, as the case may be, in such amounts as the Borrower shall determine) and applied in inverse order any such prepayment of maturityRevolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans;
(ii) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two one but no more than five Business Days) ' prior written notice to the Administrative Agent; and
(iii) all such voluntary partial prepayments shall be be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $10,000,000 2,000,000 and a an integral multiple of $1,000,000 (or and, in the remaining case of Base Rate Loans, in an aggregate minimum amount of the Loans being prepaid)$2,000,000 and an integral multiple of $1,000,000; and
(b) shallOn each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, immediately upon any acceleration of the Stated Maturity Date of the Loans including pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.2, repay all Loans. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs 2.2 and reasonably detailed calculations thereof.Section
Appears in 1 contract
Repayments and Prepayments. The Each Borrower shall repay in full the unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, At any time and from time to time on any Business Day, each Borrower shall have the right to make a voluntary prepaymentprepayment without premium or penalty (subject to Section 4.4 hereof), in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) any Revolving Loans; provided, however, that (A) all such prepayment prepayments shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Loans and applied in inverse order of maturity;
Lenders that have made such Revolving Loans; (iiB) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two one but no more than five Business Days) ’ prior written notice to the Administrative Agent; and (C) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $100,000; and
(iiiii) Swing Line Loans; provided that (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. (New York time) on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 200,000 and a an integral multiple of $1,000,000 100,000.
(i) On each date when the sum of (A) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (B) the amount of Total Letter of Credit Outstandings exceeds the Borrowing Base (except in the case where such excess is due to Special Agent Advances or additional Loans or Letters of Credit made or issued pursuant to Section 10.20 and demand is made by the Agent for the repayment of any such outstanding Special Agent Advance or additional Loan or Letter of Credit within 90 days after the date such Special Agent Advance or additional Loan or Letter of Credit was made or issued (unless the Required Lenders shall have consented to a later date for demand)), the Borrowers shall make a mandatory prepayment of Revolving Loans or Swing Line Loans (or both) and, if necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to any such excess and (ii) within five Business Days after any Borrower or any of its Subsidiaries realizes any Net Disposition Proceeds in excess of $2,500,000 (for an individual disposition or collectively for a related series of dispositions), the remaining Borrowers shall make a mandatory prepayment of Revolving Loans or Swing Line Loans (or both) in an aggregate amount equal to the amount of such Net Disposition Proceeds (provided, that so long as no Default has occurred and is continuing, if the Loans being prepaidmaking of such prepayment would result in the breakage of any Interest Period, the Borrowers may make such prepayment at the end of the then applicable Interest Periods); and.
(bc) shall, immediately Immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 or 8.3 or Section 8.3, each Borrower shall repay all the mandatory repayment of the Loans Loans, unless, pursuant to Section 9.28.3, repay only a portion of all Loansthe Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest Period, as set forth on Schedule II heretoLoan upon the Stated Maturity Date therefor. In additionPrior thereto, the Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided provided, however, that
(i) any such prepayment of the Term-A Loans, Term-B Loans or Term-C Loans shall be made pro rata among all Term-A Loans, Term-B Loans and applied in inverse order Term-C Loans, as applicable, of maturitythe same type and if applicable, having the same Interest Period of all Lenders that have made such Term-A Loans, Term-B Loans or Term-C Loans, and any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans;
(ii) the Borrower shall comply with Section 4.4 in the event that any LIBO Rate Loan is prepaid on any day other than the last day of the Interest Period for such Loan;
(iii) all such voluntary prepayments shall require at least one Business Day's notice in the case of Base Rate Loans, three Business Days (or, if such prepayment is to be made on Days' notice in the last day case of an Interest Period for the LIBO Rate Loans, two but no more than five Business Days) prior written ' notice in the case of any Loans, in each case in writing to the Administrative Agent; and
(iiiiv) all such voluntary partial prepayments shall be be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $10,000,000 1,000,000 and a an integral multiple of $1,000,000 (or 500,000 and, in the remaining case of Base Rate Loans, in an aggregate minimum amount of the Loans being prepaid)$500,000 and an integral multiple of $500,000; andor
(b) shall, immediately upon on each date when any acceleration reduction in the then existing Borrowing Base Amount shall become effective, make a mandatory prepayment of Revolving Loans and (if necessary) deposit with the Administrative Agent cash collateral for Letter of Credit Outstandings, in an aggregate amount equal to the excess, if any, of the Stated Maturity Date aggregate outstanding principal amount of all Revolving Loans and Letter of Credit Outstandings over the Loans pursuant to Section 8.2 or 8.3 or then existing Borrowing Base Amount;
(c) shall, no later than one Business Day following the mandatory repayment of the Loans pursuant to Section 9.2, repay all Loans. Each prepayment receipt of any Loans made pursuant to this Section shall be without premium Net Disposition Proceeds or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment Net Debt Proceeds by the Borrower or any of its Subsidiaries (other than pursuant to the Preferred Stock Sale, the Equity Issuance and Contribution, the issuance of the Seller Note, the Acquisition, the Merger and the other transactions contemplated in the Transaction Agreement), deliver to the Administrative Agent (for the account a calculation of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of such Net Disposition Proceeds or Net Debt Proceeds, as the FEC Break Costs case may be, and reasonably detailed calculations thereof.make a mandatory prepayment of the Term Loans in an amount equal to 100% of such Net Disposition Proceeds or Net Debt Proceeds, as the case may be, to be applied as set forth in Section 3.1.2;
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest PeriodLoan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of Loans shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided thatany:
(i) Loans (other than Swing Line Loans), PROVIDED, HOWEVER, that
(1) any such prepayment of the Term Loans shall be made pro rata PRO RATA among all the Term Loans and, if applicable, having the same Interest Period of all Lenders that have made such Term Loans, and shall be applied to the remaining amortization payments, for the relevant Term Loans as provided for in inverse order SECTION 3.1(d) and any such prepayment of maturityRevolving Loans shall be made PRO RATA among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans;
(ii2) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two one but no more than five Business Days) ' prior written notice to the Administrative Agent; and
(iii3) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 1,000,000 and a an integral multiple of $1,000,000 1,000,000; and
(ii) Swing Line Loans, PROVIDED that
(1) all such voluntary prepayments shall require prior telephonic notice to CSFB on or before 2:00 p.m., New York time, on the remaining amount day of the Loans being prepaidsuch prepayment (such notice to be confirmed in writing within 24 hours thereafter); and
(2) all such voluntary partial prepayments shall be in an aggregate minimum amount of $500,000 and an integral multiple of $500,000.
(b) shallOn each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, immediately upon any acceleration of the Stated Maturity Date of the Loans including pursuant to Section 8.2 or 8.3 or SECTION 2.6), the Borrower shall make a mandatory repayment of the Loans pursuant to Section 9.2, repay all Loans. Each prepayment of any all the Revolving Loans made pursuant to this Section shall be without premium or penaltyall Swing Line Loans (or both) and, except as may be required by Section 4.4if necessary, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower give cash collateral to the Administrative Agent pursuant to an agreement satisfactory to the Administrative Agent to collateralize Letter of Credit Outstandings, in an aggregate amount equal to such excess.
(for c) Concurrently with the account of the FEC Counterpartyreceipt (or deemed receipt) of any FEC Break Costs on written demand Net Proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the FEC CounterpartyBorrower or any of its Restricted Subsidiaries, which demand the Borrower shall make a mandatory prepayment of the Loans (i) in an amount equal to 100% of the Net Proceeds with respect to Net Proceeds described in CLAUSES (b), (c) AND (d) of the definition thereof and (ii) 50% of such Net Proceeds with respect to the Net Proceeds described in CLAUSE (a) of the definition thereof, in each case, to be applied as set forth the amount of the FEC Break Costs and reasonably detailed calculations thereofin SECTION 3.
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest Period, as set forth on Schedule II heretoLoan upon the Stated Maturity Date. In additionPrior thereto, the Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided that
(i) any such prepayment shall be made pro rata among all Loans and applied included in inverse order of maturitythe same Borrowing;
(ii) all such voluntary prepayments shall require at least three Business Days Days’ (or, if such prepayment is to be made on the last day of an Interest Period for the such Loans, two Business Days’) prior written notice to the Administrative Agent; and
(iii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid);
(b) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to Section 2.2, make a mandatory prepayment of all Loans equal to the excess, if any, of the aggregate outstanding principal amount of all Loans over the Commitment Amount as so reduced; and
(bc) shall, immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the any Loans pursuant to Section 9.2, repay all Loans. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any . No voluntary prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) principal of any FEC Break Costs on written demand by Loans shall cause a reduction in the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereofCommitment Amount.
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments unpaid principal amount of each Loan on the last day of each Interest PeriodStated Maturity Date. Prior thereto, as set forth on Schedule II hereto. In addition, the Borrower:
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided provided, however, that
(i) any such prepayment shall be made pro rata among all Loans and applied in inverse order of maturity;
(ii) , unless otherwise consented to by Administrator, all such voluntary prepayments shall require at least three two Business Days Days' (or, if such in the case of a voluntary prepayment is to be made on the last day of an Interest Period for the Loans$10,000,000 or more, two at least seven Business Days') prior written notice to the Administrative Agent; and
(iii) Administrator and all such voluntary partial prepayments shall be in an aggregate a minimum amount of $10,000,000 1,000,000 and a an integral multiple of $1,000,000 100,000;
(or b) shall, on each date when any reduction in the remaining Facility Limit shall become effective pursuant to Section 2.6, make a prepayment of the Loans in an amount equal to the excess, if any, of the aggregate outstanding principal amount of the Loans being prepaid); andover the Facility Limit as so reduced;
(bc) shall, immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.210.3, repay all Loans, unless, pursuant to Section 10.3(a), only a portion of all Loans is so accelerated, in which event Borrower shall repay the accelerated portion of the Loans; and
(d) may, if at any time a Borrowing Base Deficit shall exist, make a prepayment, prior to a Distribution Date, (out of funds set aside for distribution pursuant to Section 4.2(b) (fourth))of the Loans in an amount equal to such Borrowing Base Deficit, such payment to be made within three (3) Business Days. Each such prepayment shall be subject to the payment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be amounts required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof6.
Appears in 1 contract
Samples: Loan Agreement (Toro Co)
Repayments and Prepayments. The Borrower Borrowers shall repay in full the unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, the Borrowers may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any:
(i) Loans (other than Swingline Loans); provided provided, that
(iA) any such prepayment shall be made pro rata among Loans of the same type and denominated in the same Currency, if applicable, having the same Interest Period of all Loans Lenders that have made such Loans, and in the case of Term Loans, applied to the remaining amortization payments in inverse order of maturitysuch amounts as the Borrowers shall determine;
(B) no such prepayment of any Eurocurrency Loan or EURIBOR Loan may be made on any day other than the last day of the Interest Period for such Loan unless payments required, if any, pursuant to Section 4.4 are made;
(C) a written notice of each such voluntary prepayment with respect to any Loan shall be received by the Administrative Agent by 12:00 noon, in the case of Base Rate Loans, at least one Business Day prior to the date of such prepayment, and in the case of Eurocurrency Loans or EURIBOR Loans, at least three Business Days’ prior to the date of such prepayment;
(D) all such voluntary partial prepayments shall, in the case of Base Rate Loans, be in an aggregate minimum amount of $1,000,000 and an integral multiple of $100,000, and in the case of Eurocurrency Loans or EURIBOR Loans, be in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000; and
(E) all such voluntary prepayments shall be accompanied by all accrued interest thereon; and
(ii) Swingline Loans; provided, that (A) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) prior written telephonic notice to the Administrative Agent; and
applicable Swingline Lender on or before 1:00 p.m. on the day of such prepayment (iiisuch notice to be confirmed in writing within 24 hours thereafter), (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 500,000 and a an integral multiple of $1,000,000 100,000 and (or C) no such prepayment of any Daily LIBOR Rate Loans may be made on any day other than the remaining amount of the Loans being prepaid); andmaturity date for such Loan unless payments required, if any, pursuant to Section 4.4 are made.
(b) shall, immediately upon any acceleration On each date when the aggregate Revolving Exposure of all Revolving Lenders exceeds the Stated Maturity Date of the Loans pursuant Revolving Loan Commitment Amount (as it may be reduced from time to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.2, repay all Loans. Each prepayment of any Loans made time pursuant to this Section Agreement), the Borrowers shall be without premium make a mandatory prepayment of Revolving Loans or penaltySwingline Loans (or both) and, except as may if necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to such excess; provided, that no such mandatory prepayment will be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject if the aggregate Revolving Exposure is in excess of up to payment by the Borrower to the Administrative Agent (for the account 105% of the FEC Counterparty) Revolving Loan Commitment Amount solely as a result of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereoffluctuations in exchange rates.
Appears in 1 contract
Samples: Credit Agreement (Ferro Corp)
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments unpaid principal amount of each Loan upon the Stated Maturity Date or of each Competitive Bid Loan on the last day of each its applicable Interest Period, as set forth on Schedule II hereto. In additionPrior thereto, the Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided that
provided, however, that (i) any such prepayment shall be made pro rata applied to the Lenders among all Loans and applied in inverse order of maturity;
having the same Type and, if applicable, having the same Interest Period; (ii) no such prepayment of any Competitive Bid Loan may be made on any day other than the last day of the Interest Period for such Loan; (iii) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) ' prior written notice to the Administrative Agent; and
and (iiiiv) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid)5,000,000; and
(b) shall, immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.28.3, repay all Loans, unless, pursuant to Section 8.3, only a portion of all Loans is so accelerated. Each prepayment of Loans shall be applied, to the extent of such prepayment, in the inverse order of maturity. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any . No voluntary prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) principal of any FEC Break Costs on written demand by Revolving Loans shall cause a reduction in the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereofCommitment Amount.
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) Loans (other than Swing Line Loans); provided that (A) any such prepayment of the Term Loans shall be made pro rata among Term Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Term Loans (applied to the remaining amortization payments for the Term Loans in such amounts as the Borrower shall determine) and applied any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (B) all such voluntary prepayments shall require, in inverse order the case of maturity;Base Rate Loans at least one Business Day's prior notice, and in the case of LIBO Rate Loans at least three Business Day's prior notice, and in either case not more than five Business Days' prior notice to the Administrative Agent (which notice may be telephonic so long as such notice is confirmed in writing within 24 hours thereafter); and (C) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $2,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $500,000; and
(ii) Swing Line Loans; provided that (A) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) prior written telephonic notice to the Administrative AgentSwing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and
and (iiiB) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 250,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and50,000.
(b) shall, immediately upon any acceleration On each date when the sum of (i) the Stated Maturity Date aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the Loans pursuant aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.2, repay all Loans. Each prepayment of any Loans made time pursuant to this Section shall be without premium or penaltyAgreement), except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower shall make a mandatory prepayment of Revolving Loans or Swing Line Loans (or both) and, if necessary, after repayment of such Loans, Cash Collateralize Letter of Credit Outstandings, in an aggregate amount equal to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereofsuch excess.
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in -------------------------- full the Loans in fourteen equal semi-annual installments unpaid principal amount of each Loan on the last day Stated Maturity Date. Prior thereto, payments and prepayments of each Interest Period, Loans shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided thatprovided, however, that -------- -------
(i) any such prepayment of Loans of the same type or Loans with the same Interest Period shall be made pro rata among all the Lenders that --- ---- made such Loans and (and, in the case of Term Loans, applied in inverse order of maturitypro rata --- ---- against the remaining amortization payments for the Term Loans);
(ii) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on in the last day case of an Interest Period for the Base Rate Loans, two one) but no more than five Business Days) ' prior written notice to the Administrative Agent; and
(iii) all such voluntary partial prepayments shall be be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $10,000,000 2,000,000 and a an integral multiple of $1,000,000 (or 500,000 and, in the remaining case of Base Rate Loans, in an aggregate minimum amount of the Loans being prepaid)$1,000,000 and an integral multiple of $100,000; and
(b) shall, immediately upon any acceleration On each date when the sum of (i) the Stated Maturity Date aggregate outstanding principal amount of all Revolving Loans and (ii) the Loans pursuant aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.2, repay all Loans. Each prepayment of any Loans made time pursuant to this Section shall be without premium or penaltyAgreement), except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower shall make a mandatory prepayment of Revolving Loans and, if necessary, deposit cash collateral with the Administrative Agent or its designee pursuant to an agreement satisfactory to the Administrative Agent (for the account to collateralize Letter of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC CounterpartyCredit Outstandings, which demand shall set forth the in an aggregate amount of the FEC Break Costs and reasonably detailed calculations thereofequal to such excess.
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) Revolving Loans; provided, that (A) any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same Type and, if applicable, having the same Interest Period of all Loans and applied in inverse order of maturity;
Lenders that have made such Revolving Loans; (iiB) all such voluntary prepayments shall require at least three one Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) Day’s prior written notice to the Administrative Agent; and (C) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $500,000 and an integral multiple of $100,000 or, in either case, in the unpaid amount of the Loan being prepaid; and
(iiiii) Swing Line Loans; provided, that (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 200,000 and a an integral multiple of $1,000,000 (100,000 or in the remaining unpaid amount of the Loans Swing Line Loan being prepaid); andrepaid.
(b) shallOn each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time pursuant to this Agreement), immediately the Borrower shall make a mandatory prepayment of Revolving Loans or Swing Line Loans (or both) and, if necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to such excess.
(c) Within five Business Days following the Borrower’s or any Subsidiary’s receipt of Net Disposition Proceeds in excess of $20,000,000 individually or in the aggregate over the course of a Fiscal Year or Net Casualty Proceeds in excess of $20,000,000 individually or in the aggregate over the course of a Fiscal Year, the Borrower shall prepay outstanding Loans (if any) in an amount equal to such excess Net Disposition Proceeds or excess Net Casualty Proceeds; provided, that if an Authorized Officer of the Borrower delivers to the Administrative Agent a Reinvestment Notice on or prior to the date that a prepayment would otherwise be required pursuant to the foregoing, then no prepayment of the Reinvestment Amount shall be required pursuant to this clause until the Reinvestment Prepayment Date, at which time a prepayment shall be required in an amount equal to the Net Disposition Proceeds or Net Casualty Proceeds that have not been so applied.
(d) Immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 or 8.3 or Section 8.3, the mandatory repayment of the Loans Borrower shall repay all Loans, unless, pursuant to Section 9.28.3, repay only a portion of all Loansthe Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.
Appears in 1 contract
Samples: Credit Agreement (Kansas City Southern De Mexico, S.A. De C.V.)
Repayments and Prepayments. The Borrower Borrowers shall jointly and severally repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest PeriodLoan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of Loans shall or may be made jointly and severally by the Borrowers as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, each Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) Loans (other than Swing Line Loans); provided, however, that (A) any such prepayment of the Term Loans shall be made pro rata among all Term A Loans and Term B Loans, and pro rata among Term A Loans and Term B Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Term A Loans or Term B Loans (to be applied as set forth in inverse order Section 3.1.2) and any such prepayment of maturity;
Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (iiB) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two one but no more than five Business Days) ' prior written notice to the Administrative Agent; and (C) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $500,000 and an integral multiple of $100,000; and
(iiiii) Swing Line Loans; provided, that (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 100,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and50,000.
(b) On each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time pursuant to this Agreement), the Borrowers shall jointly and severally make a mandatory prepayment of Revolving Loans or Swing Line Loans (or both) and, if necessary, deposit cash collateral with the Administrative Agent or its designee pursuant to an agreement satisfactory to the Administrative Agent to collateralize Letter of Credit Outstandings, in an aggregate amount equal to such excess.
(i) On the Stated Maturity Date for Existing Term A Loans and on each Quarterly Payment Date occurring during any period set forth below, the Borrowers shall jointly and severally make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Existing Term A Loans in an amount equal to the amount set forth below opposite such Stated Maturity Date or such Quarterly Payment Date, as applicable: Amount of Required Period Principal Repayment ------ ------------------- Closing Date through (and including) 09/30/00 $387,500.00 10/01/00 through (and including) 09/30/01 $775,000.00 10/01/01 through (and including) 09/30/02 $1,162,500.00 10/01/02 through (and including) 09/30/03 $1,550,000.00 10/01/03 through (and including) 09/30/04 $1,937,500.00 10/01/04 through (and including) 09/30/05 $1,550,000.00 Stated Maturity Date for $1,550,000.00 or the then outstanding Existing Term A Loans principal amount of all Existing Term A Loans, if different.
(ii) On the Stated Maturity Date for Additional Term A Loans and on each Quarterly Payment Date occurring during any period set forth below, the Borrowers shall jointly and severally make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Additional Term A Loans in an amount equal to the amount set forth below opposite such Stated Maturity Date or such Quarterly Payment Date, as applicable: -55- Amount of Required Period Principal Repayment ------ -------------------- Date of making Additional Term A Loans through (and including) 06/30/05 $33,333.33 07/01/05 through (and including) 09/30/05 $33,333.39 10/01/05 through (and including) 09/30/06 $1,880,000.00 Stated Maturity Date for $1,880,000.00 or the then Additional Term A Loans outstanding principal amount of all Additional Term A Loans, if different.
(d) On the Stated Maturity Date for Term B Loans and on each Quarterly Payment Date occurring during any period set forth below, the Borrowers shall jointly and severally make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term B Loans in an amount equal to the amount set forth below opposite such Stated Maturity Date or such Quarterly Payment Date, as applicable: Amount of Required Period Principal Repayment ------ ------------------- Closing Date through (and including) 09/30/05 $250,000.00 10/01/05 through (and including) 09/30/06 $18,800,000.00 Stated Maturity Date for $18,800,000.00 or the then outstanding Term B Loans principal amount of all Term B Loans, if different.
(e) The Borrowers shall, immediately following the receipt by Holdings, either Borrower or any of their respective Subsidiaries of any Casualty Proceeds in excess of $250,000 (individually or in the aggregate (when taken together with all other Casualty Proceeds and all Net Disposition Proceeds)) over the course of a Fiscal Year, deliver to the Agents a calculation of the amount of such Casualty Proceeds and jointly and severally make a mandatory prepayment of the Term Loans in an amount equal to 100% of such Casualty Proceeds within 30 days of the receipt thereof to be applied as set forth in Section 3.1.2; provided, however, that no mandatory prepayment on account of Casualty Proceeds shall be required under this clause if the Borrowers inform the Agents in writing no later than 30 days following the occurrence of the Casualty Event resulting in such Casualty Proceeds of their or such Subsidiary's good faith intention to apply such Casualty Proceeds to (x) the rebuilding or replacement of the damaged, destroyed or condemned assets or property or (y) the acquisition of long-term assets that are necessary or useful in the operation of the Borrowers' and their respective Subsidiaries' business activities in accordance with Section 7.2.1, and the Borrowers or such Subsidiary in fact uses such Casualty Proceeds to rebuild or replace such assets or property or acquire such long-term assets within 360 days following the receipt of such Casualty Proceeds, with the amount of such Casualty Proceeds unused after such 360-day period being applied to the Term Loans pursuant to Section 3.1.2; provided, further, however, that (i) at any time when any Specified Default shall have occurred and be continuing, all Casualty Proceeds (together with Net Disposition Proceeds not applied as provided in clause (f) below) shall be deposited in an account maintained with the Administrative Agent to pay for such rebuilding, replacement or acquisition whenever no Specified Default is then continuing or except as otherwise agreed to by the Agents for disbursement at the request of the Borrowers or such Subsidiary, as the case may be, or (ii) if all such Casualty Proceeds (together with Net Disposition Proceeds not applied as provided in clause (f) below) aggregating in excess of $250,000 have not yet been applied as described in the notice required above (or in accordance with clause (f) below), all such Casualty Proceeds and Net Disposition Proceeds shall be deposited in an account maintained with the Administrative Agent for disbursement at the request of the Borrowers or such Subsidiary, as the case may be, to be used for the purpose(s) set forth in such written notice(s).
(f) The Borrowers shall, following the receipt by Holdings, either Borrower or any of their respective Subsidiaries of any Net Disposition Proceeds in excess of $250,000 (individually or in the aggregate (when taken together with all other Net Disposition Proceeds and all Casualty Proceeds)) over the course of a Fiscal Year, deliver to the Agents a calculation of the amount of such Net Disposition Proceeds and jointly and severally make a mandatory prepayment of the Term Loans in an amount equal to 100% of such Net Disposition Proceeds within one Business Day of the receipt thereof to be applied as set forth in Section 3.1.2; provided, however, that no mandatory prepayment on account of Net Disposition Proceeds shall be required under this clause if the Borrowers inform the Agents in writing no later than one Business Day following the receipt of such Net Disposition Proceeds of their or such Subsidiary's good faith intention to apply such Net Disposition Proceeds to (x) the replacement of the assets or property that was the subject of the Disposition that resulted in such Net Disposition Proceeds or (y) the acquisition of long-term assets that are necessary or useful in the operation of the Borrowers' and their respective Subsidiaries' business activities in accordance with Section 7.2.1, and the Borrowers or such Subsidiary in fact uses such Net Disposition Proceeds to replace such assets or property or acquire such long-term assets within 360 days following the receipt of such Net Disposition Proceeds, with the amount of such Net Disposition Proceeds unused after such 360-day period being applied to the Term Loans pursuant to Section 3.1.2; provided, further, however, that (i) at any time when any Specified Default shall have occurred and be continuing, all Net Disposition Proceeds (together with Casualty Proceeds not applied as provided in clause (e) above) shall be deposited in an account maintained with the Administrative Agent to pay for such replacement or acquisition whenever no Specified Default is then continuing or except as otherwise agreed to by the Agents for disbursement at the request of the Borrowers or such Subsidiary, as the case may be, or (ii) if all such Net Disposition Proceeds (together with Casualty Proceeds not applied as provided in clause (e) above) aggregating in excess of $250,000 have not been applied as described in the notice required above (or in accordance with clause (e) above), all such Net Disposition Proceeds and Casualty Proceeds shall be deposited in an account maintained with the Administrative Agent for disbursement at the request of the Borrowers or such Subsidiary, as the case may be, to be used for the purpose(s) set forth in such written notice(s).
(g) The Borrowers shall, no later than five Business Days following the delivery by Holdings of its annual audited financial reports required pursuant to clause (c) of Section 7.1.1 (beginning with the financial reports delivered in respect of the 2000 Fiscal Year), deliver to the Agents a calculation of the Excess Cash Flow for the Fiscal Year last ended and jointly and severally make a mandatory prepayment of the Term Loans in an amount equal to 50% of the Excess Cash Flow (if any) for such Fiscal Year, to be applied as set forth in Section 3.1.2.
(h) Concurrently with the receipt by Holdings, either Borrower or any of their respective Subsidiaries of any Net Debt Proceeds or Net Equity Proceeds, the Borrowers shall deliver to the Agents a calculation of the amount of such Net Debt Proceeds or Net Equity Proceeds, as the case may be, and jointly and severally make a mandatory prepayment of the Term Loans in an amount equal to 100% of such Net Debt Proceeds or 50% of such Net Equity Proceeds, as the case may be, to be applied as set forth in Section 3.1.2.
(i) Immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 or 8.3 or Section 8.3, the mandatory repayment of Borrowers shall jointly and severally repay all the Loans Loans, unless, pursuant to Section 9.28.3, repay only a portion of all Loansthe Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 3.1.3 and Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.
Appears in 1 contract
Samples: Credit Agreement (WRC Media Inc)
Repayments and Prepayments. The Borrower shall repay in -------------------------- full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest Period, as set forth on Schedule II heretoLoan upon the Stated Maturity Date therefor. In additionPrior thereto, the Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided thatprovided, however, that -------- -------
(ib) any such prepayment of the Term Loans shall be made pro rata --- ---- among the remaining scheduled repayments of the Term Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Term Loans, and any such prepayment of the Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, --- ---- having the same Interest Period of all Loans and applied in inverse order of maturityLenders that have made such Revolving Loans;
(iic) no such prepayment of any LIBO Rate Loan may be made on any day other than the last day of the Interest Period for such Loan;
(d) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two but no more than five Business Days) ' prior written notice to the Administrative Agent; and
(iiie) all such voluntary partial prepayments shall be be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $10,000,000 500,000 and a an integral multiple of $1,000,000 (or 100,000 and, in the remaining case of Base Rate Loans, in an aggregate minimum amount of the Loans being prepaid); and
(b) shall, immediately upon any acceleration $100,000 and an integral multiple of the Stated Maturity Date of the Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.2, repay all Loans. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.$100,000;
Appears in 1 contract
Samples: Credit Agreement (One Source Telecommunications Inc)
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments unpaid principal amount of each Advance on the last day of each Interest Period, as set forth on Schedule II heretoScheduled Facility Termination Date. In additionPrior thereto, the Borrower: [**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT]
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loansany Advance; provided provided, however, that
(i) any such prepayment shall be made pro rata among all Loans and applied in inverse order of maturity;
(ii) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) ’ prior written notice to the Administrative Administrative/Collateral Agent; and
(iiiii) all such voluntary partial prepayments shall be in an aggregate a minimum amount of $10,000,000 5,000,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and1,000,000;
(b) shall, on each date when the outstanding amount of Advances exceeds the Initial Borrowing Base, make a prepayment of the Advances in an amount equal to such excess;
(c) shall, immediately upon any acceleration of the Stated Maturity Date maturity date of the Loans any Advance pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Loans 14.2, repay all Advances, unless, pursuant to Section 9.214.2(a), only a portion of all Advances is so accelerated, in which event the Borrower shall repay all Loansthe accelerated portion of the Advances; and
(d) shall, on the date the Borrower receives any net proceeds from any Take-Out Securitization, make a prepayment of the Advances in an amount substantially equal to such net proceeds or, if less, the total outstanding amount of Advances. Each such prepayment shall be subject to the payment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be amounts required by Section 4.4, provided that any 6.2 resulting from a prepayment under this Agreement shall be made subject to or payment by the Borrower of an Advance prior to the Administrative Agent (for the account end of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereofFixed Period with respect thereto.
Appears in 1 contract
Samples: Receivables Financing Agreement (United Pan Am Financial Corp)
Repayments and Prepayments. The SP1 Borrower and WWI shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest PeriodLoan and TLC, as set forth on Schedule II heretoapplicable, upon the Stated Maturity Date therefor. In addition, the BorrowerPrior thereto,
(a) any Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) Loan (other than Swing Line Loans) or TLC, provided, however, that
(A) any such prepayment of the Term Loans, Designated New Term Loans or TLCs shall be made pro rata among such Term Loans, or Designated New Term Loans or TLCs of the same type and if applicable, having the same Interest Period as all Lenders that have made such Term Loans, or Designated New Term Loans or TLCs, and applied in inverse order any such prepayment of maturityRevolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period as all Lenders that have made such Revolving Loans;
(iiB) the Borrowers shall comply with Section 4.4 in the event that any LIBO Rate Loan is prepaid on any day other than the last day of the Interest Period for such Loan;
(C) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two but no more than five Business Days) ' prior written notice to the Administrative Agent; and
(iiiD) all such voluntary partial prepayments shall be be, in the case of LIBO Rate Loans or TLCs bearing interest with reference to the LIBO Rate, in an aggregate minimum amount of $10,000,000 2,000,000 and a an integral multiple of $1,000,000 (500,000 and, in the case of Base Rate Loans or TLCs bearing interest with reference to the remaining Base Rate, in an aggregate minimum amount of $500,000 and an integral multiple thereof; or
(ii) Swing Line Loans, provided that all such voluntary prepayments shall require prior telephonic notice to the Loans being prepaidSwing Line Lender on or before 1:00 p.m., New York time, on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and;
(b) shallthe SP1 Borrower and WWI, immediately upon as the case may be, shall no later than one Business Day following the receipt by WWI or any acceleration of the Stated Maturity Date of the Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.2, repay all Loans. Each prepayment its Subsidiaries of any Loans made pursuant to this Section shall be without premium or penaltyNet Disposition Proceeds, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower deliver to the Administrative Agent (for the account a calculation of the FEC Counterpartyamount of such Net Disposition Proceeds and, subject to the following proviso, make a mandatory prepayment of the Term Loans and TLCs in an amount equal to 100% of such Net Disposition Proceeds, to be applied as set forth in Section 3.1.2; provided, however, that, at the option of WWI and so long as no Default shall have occurred and be continuing, WWI may use or cause the appropriate Subsidiary to use the Net Disposition Proceeds to purchase assets useful in the business of WWI and its Subsidiaries or to purchase a majority controlling interest in a Person owning such assets or to increase any such controlling interest already maintained by it; provided, that if such Net Disposition Proceeds arise from or are related to a Disposition of assets of a Guarantor then any such reinvestment must either be made by or in a Guarantor or a Person which upon the making of such reinvestment becomes a Guarantor (with such assets or interests collectively referred to as "Qualified Assets") within 365 days after the consummation (and with the Net Disposition Proceeds) of any FEC Break Costs on written demand by such sale, conveyance or disposition, and in the FEC Counterpartyevent WWI elects to exercise its right to purchase Qualified Assets with the Net Disposition Proceeds pursuant to this clause, which demand WWI shall set deliver a certificate of an Authorized Officer of WWI to the Administrative Agent within 30 days following the receipt of Net Disposition Proceeds setting forth the amount of the FEC Break Costs Net Disposition Proceeds which WWI expects to use to purchase Qualified Assets during such 365 day period; provided further, that WWI and reasonably detailed calculations thereof.its Subsidiaries shall only be permitted to reinvest Net Disposition Proceeds in Qualified Assets to the extent permitted by Section 7.2.5over the term of this Agreement. If and to the extent that WWI has elected to reinvest Net Disposition Proceeds as permitted above, then on the date which is 365 days (in the case of clause (b)(i) below) and 370 days (in the case of clause (b)(ii) below) after the relevant sale, conveyance or disposition, WWI shall (i) deliver a certificate of an Authorized Officer of WWI to the Administrative Agent certifying as to the amount and use of such Net Disposition Proceeds actually used to purchase Qualified Assets and (ii) deliver to the Administrative Agent, for application in accordance with this clause and Section 3.1.2, an amount equal to the remaining unused Net Disposition Proceeds;
(c) [INTENTIONALLY OMITTED];
Appears in 1 contract
Samples: Amendment No. 4 (Weight Watchers International Inc)
Repayments and Prepayments. The Borrower shall repay in full (i) the unpaid principal amount of each Revolving Loan upon the Revolving Commitment Termination Date unless any such Loans are continued as Term Loans as provided in fourteen equal semi-annual installments Section 2.1.2, and (ii) the unpaid principal amount of each Term Loan on the last day of each Interest Period, as set forth on Schedule II heretoMaturity Date. In additionPrior thereto, the Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided that
provided, however, that (i) any such prepayment shall be made pro rata applied to the Lenders among all Loans and applied in inverse order of maturity;
having the same Type and, if applicable, having the same Interest Period; (ii) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) ’ prior written notice to the Administrative Agent; and
and (iii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid)1,000,000; and
(b) shall, immediately upon any acceleration of the Stated Maturity Date of the Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Section 8.3, repay all Loans unless, pursuant to Section 9.28.3, repay only a portion of all LoansLoans is so accelerated. Each prepayment of Loans shall be applied, to the extent of such prepayment, in the inverse order of maturity. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that . No voluntary prepayment of principal of any prepayment under this Agreement Loans shall be made subject to payment by cause a reduction in the Borrower Commitment Amount (except with respect to the Administrative Agent (for the account repayment or prepayment of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereofa Term Loan).
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest PeriodLoan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of Loans shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided that
any 44 52 (i) Loans (other than Swing Line Loans); provided, however, that (A) any such prepayment of the Term A Loans shall be made pro rata among Term A Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Term A Loans (to be applied as set forth in Section 3.1.2) and applied in inverse order any such prepayment of maturity;
Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (iiB) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two one but no more than five Business Days) ' prior written notice to the Administrative AgentAgent given no later than 12:00 noon; and
and (iiiC) all such voluntary partial prepayments shall be be, in the case of Eurodollar Rate Loans, in an aggregate minimum amount of $10,000,000 and a multiple 500,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 (or the remaining amount of the Loans being prepaid)100,000; and
(b) shall, immediately upon any acceleration of the Stated Maturity Date of the Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.2, repay all Loans. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.
Appears in 1 contract
Samples: Credit Agreement (Global Power Equipment Group Inc/)
Repayments and Prepayments. The Borrower Borrowers shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest Period, as set forth on Schedule II heretoLoan upon the Stated Maturity Date. In additionPrior thereto, the BorrowerBorrowers
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided provided, however, that
(i) any such prepayment shall be made pro rata among all Loans and applied in inverse order of maturitythe same type;
(ii) no such prepayment of any LIBO Rate Loan may be made on any day other than the last day of the Interest Period for such Loan;
(iii) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two but no more than five Business Days) ' prior written notice to the Administrative AgentLender (which notice is irrevocable) stating the date and amount of such prepayment and the type of Loan to be prepaid; and
(iiiiv) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 100,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and50,000;
(b) shall, immediately upon on each date when any acceleration of the Stated Maturity Date of the Loans reduction in any Commitment Amount shall become effective, including pursuant to Section 8.2 2.2, make a mandatory prepayment (which shall be applied (or 8.3 or held for application, as the mandatory repayment case may be) by the Lender to the payment of the aggregate unpaid principal amount of those Loans pursuant to Section 9.2, repay all Loans. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower then outstanding and then to the Administrative Agent (for the account payment of the FEC Counterpartythen Letter of Credit Outstandings) equal to the excess, if any, of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the aggregate outstanding principal amount of the FEC Break Costs all Loans and reasonably detailed calculations thereof.Letter of Credit Outstandings over such Commitment Amount as so reduced;
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest Period, as set forth on Schedule II heretoTerm Loan upon the Stated Maturity Date. In addition, the The Borrower:
(a) may, from time to time on any Business DayDay prior to the Stated Maturity Date, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Term Loans upon notice to the LoansAdministrative Agent, which notice shall specify the date of prepayment and the amount of prepayment; provided provided, however, that
(i) any such prepayment shall be made pro rata among outstanding Term Loans of all Loans and applied in inverse order of maturityLenders;
(ii) all such voluntary prepayments shall require at least three one Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) prior written notice to the Administrative AgentDay's notice; and
(iii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a 1,000,000 or any larger integral multiple of $1,000,000 (or in the remaining aggregate principal amount of the all Term Loans being prepaid); andthen outstanding;
(b) shall, immediately upon any acceleration shall make a mandatory prepayment of the Stated Maturity Date Term Loans on account of Net Proceeds or Collateral Proceeds in accordance with Section 7.2.6;
(c) shall make a mandatory prepayment of the Term Loans pursuant to Section 8.2 on account of Minimum Quarterly Prepayments or 8.3 or Liquidity Quarterly Prepayments and comply with the mandatory repayment of the Loans pursuant to Section 9.2, repay all Loans. Each prepayment of any Loans made pursuant to other covenants set forth in this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.3.1.1
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest PeriodLoan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of Loans shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) Loans (other than Swing Line Loans); provided, however, that (A) any such prepayment of the Term A Loans shall be made pro rata among Term A Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Term A Loans (to be applied as set forth in Section 3.1.2) and applied in inverse order any such prepayment of maturity;
Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (iiB) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two one but no more than five Business Days) ' prior written notice to the Administrative AgentAgent given no later than 12:00 noon; and (C) all such voluntary partial prepayments shall be, in the case of Eurodollar Rate Loans, in an aggregate minimum amount of $500,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $100,000; and
(iiiii) Swing Line Loans; provided, that (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender not later than 1:00 p.m. (or such later time as may be agreed by the Swing Line Lender) on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such 44 78 voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and50,000.
(b) shallOn each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time pursuant to this Agreement), immediately upon any acceleration the Borrower shall make a mandatory prepayment of Revolving Loans or Swing Line Loans (or both) and, if necessary, Cash Collateralize Letter of Credit Outstandings, in an aggregate amount equal to such excess.
(c) On the Stated Maturity Date with respect to the Term A Loans and on each Quarterly Payment Date occurring during each period set forth below, the Borrower shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term A Loans in an amount equal to the amount set forth below opposite such Stated Maturity Date or period during which such Quarterly Payment Date occurs, as applicable (in each case as such amount may have been reduced pursuant to Section 8.2 or 8.3 or 3.1.2(b)): Amount of Required Period Principal Repayment ------ ------------------- Effective Date through (and including) 6/30/02 $2,250,000.00 7/1/02 through (and including) 6/30/03 $3,000,000.00 7/1/03 through (and including) 6/30/04 $4,500,000.00 7/1/04 through (and including) 3/31/05 $5,250,000.00 Stated Maturity Date for Term A Loans $5,250,000.00 or, if different, the mandatory repayment then outstanding principal amount of all Term A Loans
(d) The Borrower shall, following the Loans pursuant to Section 9.2, repay all Loans. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment receipt by the Borrower or any Subsidiary of any Casualty Proceeds in excess of $2,000,000 (individually or in the aggregate when taken together with all other Casualty Proceeds and all Net Disposition Proceeds) over the course of a Fiscal Year deliver to the Administrative Agent (for the account a calculation of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of such Casualty Proceeds and make a mandatory prepayment of the FEC Break Costs Term A Loans in an amount equal to 100% of such Casualty Proceeds within 30 days of the receipt thereof to be applied as set forth in Section 3.1.2; provided, however, that (i) no mandatory prepayment on account of Casualty Proceeds (other than proceeds of business interruption insurance) shall be required under this clause if the Borrower informs the Administrative Agent in writing no later than 30 days following the occurrence of the Casualty Event resulting in such Casualty Proceeds of its or such Subsidiary's good faith intention to apply such Casualty Proceeds to the rebuilding or replacement of the damaged, destroyed or condemned assets or property or to otherwise reinvest such proceeds in assets or property which will be used or useful in the business then conducted by the Borrower and reasonably detailed calculations thereof.its Subsidiaries and the Borrower or such Subsidiary
Appears in 1 contract
Samples: Assignment, Amendment and Restatement Agreement (Global Power Equipment Group Inc/)
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments unpaid principal amount of each Loan on the last day of each Interest Period, as set forth on Schedule II heretoMaturity Date. In additionPrior thereto, the Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided that
provided, however, that (i) any such prepayment shall be made pro rata applied to the Lenders among all Loans and applied in inverse order of maturity;
having the same Type and, if applicable, having the same Interest Period; (ii) all such voluntary prepayments of Revolving Loans shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) ’ prior written notice to the Administrative Agent; and
(iii) all such voluntary prepayments of Swingline Loans shall be permitted on the same day as written notice is received by the Administrative Agent and the Swingline Lender; and (iv) except in the case of a prepayment pursuant to Section 2.9(c), all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 5,000,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and1,000,000;
(b) shall, immediately upon any acceleration of the Stated Maturity Date of the Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Section 8.3, repay all Loans unless, pursuant to Section 9.28.3, repay only a portion of all LoansLoans is so accelerated; and
(c) at any time when the aggregate amount of the Revolving Credit Exposures of all Lenders exceeds the Commitment Amount then in effect, shall (i) first, immediately prepay outstanding Loans in an amount equal to such excess and (ii) second, if after giving effect to the prepayment required in clause (i) above, the aggregate amount of the Revolving Credit Exposures of all Lenders still exceeds the Commitment Amount then in effect, immediately cash collateralize such Revolving Credit Exposure in conformity with Section 2.11(j) in an amount equal to such remaining excess. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any . No voluntary prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) principal of any FEC Break Costs on written demand by Loans shall cause a reduction in the FEC Counterparty, which demand shall set forth Commitments or the amount of the FEC Break Costs and reasonably detailed calculations thereofCommitment Amount.
Appears in 1 contract
Samples: Credit Agreement (Noble Energy Inc)
Repayments and Prepayments. The Each Borrower shall repay in full the unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, At any time and from time to time on any Business Day, each Borrower shall have the right to make a voluntary prepaymentprepayment without premium or penalty (subject to Section 4.4 hereof), in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) any Revolving Loans; provided, however, that (A) all such prepayment prepayments shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Loans and applied in inverse order of maturity;
Lenders that have made such Revolving Loans; (iiB) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two one but no more than five Business Days) ' prior written notice to the Administrative Agent; and (C) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $100,000; and
(iiiii) Swing Line Loans; provided that (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. (New York time) on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 200,000 and a an integral multiple of $1,000,000 100,000.
(i) On each date when the sum of (A) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (B) the aggregate amount of all Letter of Credit Outstandings exceeds the Borrowing Base, the Borrowers shall make a mandatory prepayment of Revolving Loans or Swing Line Loans (or both) and, if necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to any such excess and (ii) within five Business Days after any Borrower or any of its Subsidiaries realizes any Net Disposition Proceeds in excess of $2,500,000 (for an individual disposition or collectively for a related series of dispositions), the remaining Borrowers shall make a mandatory prepayment of Revolving Loans or Swing Line Loans (or both) and, if necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to the amount of such Net Disposition Proceeds (provided, that so long as no Default has occurred and is continuing, if the Loans being prepaidmaking of such prepayment would result in the breakage of any Interest Period, the Borrowers may make such prepayment at the end of the then applicable Interest Periods); and.
(bc) shall, immediately Immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 or 8.3 or Section 8.3, each Borrower shall repay all the mandatory repayment of the Loans Loans, unless, pursuant to Section 9.28.3, repay only a portion of all Loansthe Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments unpaid principal amount of each Loan on the last day of each Interest Period, as set forth on Schedule II heretoMaturity Date. In additionPrior thereto, the Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided that
provided, however, that (i) any such prepayment shall be made pro rata applied to the Lenders among all Loans and applied in inverse order of maturity;
having the same Type and, if applicable, having the same Interest Period; (ii) all such voluntary prepayments of Revolving Loans shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) ’ prior written notice to the Administrative Agent; and
(iii) all such voluntary prepayments of Swingline Loans shall be permitted on the same day as written notice is received by the Administrative Agent and the Swingline Lender; and (iv) except in the case of a prepayment pursuant to Section 3.1(c), all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 5,000,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and1,000,000;
(b) shall, immediately upon any acceleration of the Stated Maturity Date of the Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Section 8.3, repay all Loans unless, pursuant to Section 9.28.3, repay only a portion of all LoansLoans is so accelerated; and
(c) at any time when the aggregate amount of the Revolving Credit Exposures of all Lenders exceeds the Commitment Amount then in effect, shall (i) first, immediately prepay outstanding Loans in an amount equal to such excess and (ii) second, if after giving effect to the prepayment required in clause (i) above, the aggregate amount of the Revolving Credit Exposures of all Lenders still exceeds the Commitment Amount then in effect, immediately Cash Collateralize such Revolving Credit Exposure in conformity with Section 2.11(j) in an amount equal to such remaining excess. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any . No voluntary prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) principal of any FEC Break Costs on written demand by Loans shall cause a reduction in the FEC Counterparty, which demand shall set forth Commitments or the amount of the FEC Break Costs and reasonably detailed calculations thereofCommitment Amount.
Appears in 1 contract
Samples: Credit Agreement (Noble Energy Inc)
Repayments and Prepayments. The Borrower Borrowers shall repay in full the unpaid principal amount of each Loan on the Stated Maturity Date, the Borrowers shall Cash Collateralize each Loan Note Guaranty on the Stated Maturity Date and the Borrowers shall Cash Collateralize all Letter of Credit Outstandings on the Stated Maturity Date unless any such Letter of Credit have been canceled or replaced. Prior thereto, payments and prepayments of the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, the Borrowers may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) Revolving Loans (any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type, tranche and, if applicable, having the same Interest Period of all Loans and applied in inverse order of maturity;
Lenders that have made such Revolving Loans); (iiA) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two one but no more than five Business Days) ’ prior written notice to the Administrative Agent; and (B) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $5,000,000 and an integral multiple of $500,000; and
(iiiii) Swing Line Loans or Other Currency Swing Line Loans; provided that (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. (which shall be London time, in the case of Other Currency Swing Line Loans) on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter, with the Swing Line Lender to be fully protected with respect to disputes regarding telephonic notices); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 400,000 (and a in the case of the Other Currency Swing Line Loans, the Dollar Equivalent thereof) and an integral multiple of $1,000,000 200,000 (or and in the remaining amount case of the Loans being prepaidOther Currency Swing Line Loans, the Dollar Equivalent thereof); and.
(b) shallOn each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans, immediately Swing Line Loans, the Dollar Equivalent of Other Currency Swing Line $$/BREAK/$$END Loans and the Dollar Equivalent of Other Currency Loans, (ii) the aggregate amount of all Letter of Credit Outstandings and (iii) the aggregate amount of all Loan Note Guaranty Obligations exceeds the Revolving Loan Commitment Amount, the Borrowers shall make a mandatory prepayment of Revolving Loans, the Other Currency Loans, the Other Currency Swing Line Loans and/or Swing Line Loans and, if necessary, Cash Collateralize Letter of Credit Outstandings, in an aggregate amount equal to such excess.
(c) Upon three Business Days’ notice from the Administrative Agent, in the event that the Administrative Agent shall have determined at any time (including on each date of the making of any Loan and on the date of a Continuation/Conversion Notice with respect to any Loan or at any other time periodically) that the aggregate principal amount of all Revolving Loans outstanding (after converting, for calculation purposes, all such Loans denominated in Other Currencies to their Dollar Equivalent on such date of determination), together with, if applicable, all Letter of Credit Outstandings and the Dollar Equivalent of Loan Note Guaranty Obligations, was in excess of 105% of the Revolving Loan Commitment Amount the Borrowers shall make a mandatory prepayment in an aggregate principal amount of such Loans denominated in Other Currencies, such that the Dollar Equivalent of the outstanding principal amount of such Loans, when added, if applicable, to the aggregate principal amount of all Loans outstanding denominated in Dollars, all Letter of Credit Outstandings and Loan Note Guaranty Obligations, as applicable, do not exceed the applicable Commitment Amount.
(d) Immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 or 8.3 Section 8.3, the Borrowers shall repay all the Loans, unless, pursuant to Section 8.3, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid).
(e) Within three Business Days following the receipt by the Borrowers (other than the U.S. Borrower) or any of their respective Subsidiaries of any Net Casualty Proceeds from any Casualty Event, the mandatory repayment aggregate amount of which is in excess of $1,000,000, the applicable Borrower(s) shall deliver to the Administrative Agent a calculation of the amount of such Net Casualty Proceeds, and apply such Net Casualty Proceeds to the prepayment of the outstanding principal amount of the Loans in accordance with Section 3.1.2; provided, however, that no such prepayment from such Net Casualty Proceeds shall be required under this clause if such Borrower informs the Administrative Agent in writing no later than 30 days following the occurrence of the Casualty Event resulting in such Net Casualty Proceeds of its or such Subsidiary’s good faith intention to apply such Net Casualty Proceeds to the rebuilding or replacement of the damaged, destroyed or condemned assets or property and such Borrower or such Subsidiary in fact uses such Net Casualty Proceeds to rebuild or replace such assets or property within 180 days following the receipt of such Net Casualty Proceeds; provided further, however, that the amount of such Net Casualty Proceeds unused after such 180-day period shall be applied to the prepayment of the Loans pursuant to Section 9.23.1.2. Notwithstanding the foregoing, repay at any time when any Default or Event of Default shall have occurred and be continuing, all LoansNet Casualty Proceeds shall be deposited in an account maintained with the Administrative Agent (over which the Administrative Agent shall have a first priority perfected security interest) for, at the Administrative Agent’s discretion, (i) the prepayment of the Loans in accordance with Section 3.1.2 or (ii) distribution to such Borrower or such Subsidiary for such rebuilding or replacement whenever no Default or Event of Default is then continuing.
(f) Within three Business Days following the receipt by any of the Borrowers or any of their respective Subsidiaries of any Net Disposition Proceeds (other than Net Disposition Proceeds resulting from a Disposition of inventory and equipment in the ordinary course of $$/BREAK/$$END business consistent with past practice), the aggregate amount of which for all Borrowers is in excess of $1,000,000, the applicable Borrower(s) shall deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds, and apply such Net Disposition Proceeds to the prepayment of the outstanding principal amount of the Loans in accordance with Section 3.1.2; provided, however, that no prepayment from Net Disposition Proceeds shall be required under this clause if (i) such Borrower informs the Administrative Agent in writing no later than one Business Day following the receipt of such Net Disposition Proceeds of its or such Subsidiary’s good faith intention to apply such Net Disposition Proceeds to the purchase of reasonably related assets, and such Borrower or such Subsidiary in fact uses such Net Disposition Proceeds to purchase such assets or property within 180 days following the receipt of such Net Disposition Proceeds; provided, further, however that the amount of such Net Disposition Proceeds unused after such 180-day period shall be applied to the prepayment of the outstanding principal amount of the Loans in accordance with Section 3.1.2 or (ii) applied to prepay other Indebtedness (other than Subordinated Debt) as permitted hereunder.
(g) On the day on which a Compliance Certificate is required to be delivered pursuant to clause (c) of Section 7.1.1, the Borrower shall deliver to the Administrative Agent a calculation of the Excess Cash Flow (if any) for the Fiscal Quarter last ended and make a mandatory prepayment of the Loans in an amount equal to 50% of the Excess Cash Flow (if any) for such Fiscal Quarter, and the amount of such Excess Cash Flow shall be applied to the prepayment of the outstanding principal amount of the Loans in accordance with Section 3.1.2.
(h) Within three Business Days of the receipt by any of the Borrowers or any of their respective Subsidiaries of any Net Debt Proceeds or Net Equity Proceeds, such Borrower shall deliver to the Administrative Agent a calculation of the amount of such Net Debt Proceeds or Net Equity Proceeds, as the case may be, and apply such proceeds to the prepayment of the outstanding principal amount of the Loans in accordance with Section 3.1.2. Each prepayment of any Loans made pursuant to this Section 3.1.1 shall be without premium or penalty, except as may be required by Section 4.4. In lieu of making any payment pursuant to this Section 3.1.1 in respect of any LIBO Rate Loan other than on the last day of the Interest Period therefor, provided that any prepayment under this Agreement so long as no Default shall have occurred and be made subject to payment by continuing, the Borrower to Borrowers at their option may deposit with the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth an amount equal to the amount of the FEC Break Costs LIBO Rate Loan to be prepaid and such LIBO Rate Loan shall be repaid on the last day of the Interest Period therefor in the required amount. Such deposit shall be held by the Administrative Agent in a corporate time deposit account established on terms reasonably detailed calculations thereofsatisfactory to the Administrative Agent, earning interest at the then-customary rate for accounts of such type. Such deposit shall Cash Collateralize the applicable Obligations, provided that the Borrowers may at any time direct that such deposit be applied to make the applicable payment required pursuant to this Section 3.1.1, subject to the provisions of Section 4.4.
Appears in 1 contract
Repayments and Prepayments. The Borrower Borrowers shall repay in full the unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, the Borrowers may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any:
(i) Loans (other than Swingline Loans); provided provided, that
(iA) any such prepayment shall be made pro rata among Loans of the same type and denominated in the same Currency, if applicable, having the same Interest Period of all Loans Lenders that have made such Loans, and in the case of Term Loans, applied to the remaining amortization payments in inverse order of maturitysuch amounts as the Borrowers shall determine;
(B) no such prepayment of any Eurocurrency Loan or EURIBOR Loan may be made on any day other than the last day of the Interest Period for such Loan unless payments required, if any, pursuant to Section 4.4 are made;
(C) a written notice of each such voluntary prepayment with respect to any Loan shall be received by the Administrative Agent by 12:00 noon, in the case of Base Rate Loans, at least one Business Day prior to the date of such prepayment, and in the case of Eurocurrency Loans or EURIBOR Loans, at least three Business Days’ prior to the date of such prepayment;
(D) all such voluntary partial prepayments shall, in the case of Base Rate Loans, be in an aggregate minimum amount of $1,000,000 and an integral multiple of $100,000, and in the case of Eurocurrency Loans or EURIBOR Loans, be in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000; and
(E) all such voluntary prepayments shall be accompanied by all accrued interest thereon; and
(ii) Swingline Loans; provided, that (A) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) prior written telephonic notice to the Administrative Agent; and
applicable Swingline Lender on or before 1:00 p.m. on the day of such prepayment (iiisuch notice to be confirmed in writing within 24 hours thereafter), (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 500,000 and a an integral multiple of $1,000,000 100,000 and (C) no such prepayment of any Daily LIBOR Rate Loans may be made on any day other than the maturity date for such Loan unless payments required, if any, pursuant to Section 4.4 are made.
(b) On each date when the aggregate Revolving Exposure of all Revolving Lenders exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time pursuant to this Agreement), the Borrowers shall make a mandatory prepayment of Revolving Loans or Swingline Loans (or both) and, if necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to such excess; provided, that no such mandatory prepayment will be required if the remaining aggregate Revolving Exposure is in excess of up to 105% of the Revolving Loan Commitment Amount solely as a result of fluctuations in exchange rates.
(c) The U.S. Dollar Term Loans shall be payable in equal consecutive quarterly installments commencing on the last Business Day of each March, June, September and December following the Closing Date, commencing with June 30, 2017, in an amount equal to one quarter of one percent (0.25%) of the stated principal amount of the U.S. Dollar Term Loans being prepaidin effect on the Closing Date (as adjusted to reflect any prepayments thereof), with the remaining balance thereof payable on the U.S. Dollar Term Loan Maturity Date.
(d) The Euro Term Loans shall be payable in equal consecutive quarterly installments commencing on the last Business Day of each March, June, September and December following the Closing Date, commencing with June 30, 2017, in an amount equal to one quarter of one percent (0.25%) of the stated principal amount of the Euro Term Loans in effect on the Closing Date (as adjusted to reflect any prepayments thereof), with the remaining balance thereof payable on the Euro Term Loan Maturity Date
(e) Concurrently with the receipt by the Company or any Subsidiary of any Net Debt Proceeds, the Company shall make, or cause to be made, a mandatory prepayment of the Loans in an amount equal to 100% of such Net Debt Proceeds, to be applied as set forth in Section 3.1.2.
(f) With respect to Net Disposition Proceeds and Net Casualty Proceeds, within ten Business Days following receipt by the Company or any Subsidiary of any Net Disposition Proceeds resulting from Dispositions made pursuant to Section 7.2.8(c) or any Net Casualty Proceeds in excess of a cumulative amount of $1,000,000 in any Fiscal Year, the Company shall deliver to the Administrative Agent a calculation of the amount of such proceeds and the Company shall make, or cause to be made, a mandatory prepayment of the Loans as set forth in Section 3.1.2 in an amount equal to the Applicable Net Proceeds Percentage of such Net Disposition Proceeds or Net Casualty Proceeds; provided, that upon written notice by the Company to the Administrative Agent not more than ten Business Days following receipt of any Net Disposition Proceeds resulting from a Disposition or series of related Dispositions or receipt of any Net Casualty Proceeds (in each case, so long as no Default has occurred and is continuing), such proceeds may be retained by the Company and its Subsidiaries (which retained proceeds (i) shall be excluded from the prepayment requirements of this clause and (ii) may, in the Company’s discretion, be used to repay the outstanding Revolving Loans without a corresponding permanent reduction of the Revolving Loan Commitment Amount pending reinvestment in accordance with the terms hereof) if:
(i) the Company informs the Administrative Agent in such notice of its good faith intention to apply (or cause one or more of its Subsidiaries to apply) such Net Disposition Proceeds or Net Casualty Proceeds to the acquisition of other assets or properties; and
(bii) shallwithin one year following the receipt of such Net Disposition Proceeds or such Net Casualty Proceeds, immediately such proceeds are applied or committed to such application. The amount of such retained Net Disposition Proceeds or retained Net Casualty Proceeds unused or uncommitted after such one year period shall be applied to prepay the Loans as set forth in Section 3.1.2. Notwithstanding the foregoing, in the event that the application of Net Disposition Proceeds or Net Casualty Proceeds by any Foreign Subsidiary to repay the Loans as required by this clause would result in a materially increased Tax liability for the Company (as reasonably determined by the Company in consultation with the Administrative Agent), such Foreign Subsidiary shall not be required to apply such Net Disposition Proceeds or such Net Casualty Proceeds to prepay the Loans.
(g) With respect to Excess Cash Flow for any Fiscal Year of the Company (commencing with the Fiscal Year ending December 31, 2017), no later than 90 days after the end of such Fiscal Year (the “Excess Cash Flow Prepayment Date”), the Company shall deliver to the Administrative Agent a calculation of the amount of such Excess Cash Flow and the Company shall make, or cause to be made, a mandatory prepayment of the Loans to be applied as set forth in Section 3.1.2 in an amount equal to (i) the sum of the Applicable ECF Percentage multiplied by such Excess Cash Flow, if any, for such Fiscal Year, minus (ii) voluntary prepayments of the Loans made with internally generated cash during such Fiscal Year or thereafter prior to the Excess Cash Flow Prepayment Date (without duplication between Fiscal Years) (excluding repayments of Revolving Loans or Swingline Loans, except to the extent the Revolving Loan Commitments are permanently reduced in connection with such repayments).
(h) Immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 or 8.3 or Section 8.3, the mandatory repayment of Borrowers shall repay all the Loans Loans, unless, pursuant to Section 9.28.3, repay only a portion of all Loansthe Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.
Appears in 1 contract
Samples: Credit Agreement (Ferro Corp)
Repayments and Prepayments. The Borrower shall repay the Loans each Loan in fourteen twenty-four equal semi-annual installments on the last day NYDOCS01/1357357.3 14 of each Interest PeriodPeriod with respect to such Loan, as set forth on Schedule II hereto. In addition, the Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided that
(i) any such prepayment shall be made pro rata among all Loans and applied in forward order of maturity, inverse order of maturitymaturity or ratably among all remaining installments, as the Borrower shall designate to the Administrative Agent;
(ii) other than as expressly provided in Section 3.1(a)(iii), all such voluntary prepayments shall require at least five Business Days prior written notice to the Administrative Agent;
(iii) such voluntary prepayment shall require three Business Days (or, prior written notice to the Administrative Agent if such prepayment is to be made on the last day of an Interest Period for with respect to the Loans being so prepaid and there is only one Interest Period applicable to all of the Loans, two Business Days) prior written notice to the Administrative Agent; and
(iiiiv) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid);
(b) [Reserved]; and
(bc) shall, immediately upon any acceleration of the Stated Maturity Date of the Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.2, repay all Loans. Each prepayment or repayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement and shall be made subject to payment accompanied by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereofaccrued interest.
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest PeriodLoan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of Loans shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) Loans (other than Swing Line Loans); provided that (A) any such prepayment of the Term Loans shall be made pro rata among Term Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Term Loans, (to be applied as set forth in Section 3.1.2), and any such prepayment of Revolving Loans and applied in inverse order shall be made pro rata among the Revolving Loans of maturity;
the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (iiB) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two one but no more than five Business Days) ' prior written notice to the Administrative Agent; and (C) all such voluntary partial prepayments shall be, in the case of Eurodollar Loans, in an aggregate minimum amount of $1,000,000 and in an integral multiple of $100,000 and, in the case of Alternate Base Rate Loans, in an aggregate minimum amount of $1,000,000 and in an integral multiple of $100,000; and
(iiiii) Swing Line Loans; provided that (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender not later than 2:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 500,000 and in an integral multiple of $100,000.
(b) On each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time pursuant to this Agreement), the Borrower shall make a multiple mandatory prepayment of Revolving Loans or Swing Line Loans (or both) and, if necessary, Cash Collateralize Letter of Credit Outstandings, in an aggregate amount equal to such excess.
(c) With respect to the Term Loans, (i) on each Quarterly Payment Date occurring during the period commencing on (and including) December 31, 2002 through and including June 30, 2008, the Borrower shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term Loans in an aggregate amount equal to $312,500, and (ii) on each Quarterly Payment Date occurring thereafter and on the Stated Maturity Date for Term Loans, the Borrower shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term Loans in an aggregate amount equal to $29,453,125 (in each case as such amounts may have been reduced pursuant to clause (b) of Section 3.1.2).
(d) Following the receipt by Holdings or any of its Subsidiaries of any Casualty Proceeds in excess of $1,000,000 (individually or in the remaining aggregate when taken together with all other Casualty Proceeds and all Net Disposition Proceeds) over the course of a Fiscal Year, the Borrower shall deliver to the Administrative Agent a calculation of the amount of such Casualty Proceeds and make a mandatory prepayment of the Term Loans in an amount equal to 100% of such Casualty Proceeds within 30 days of the receipt thereof to be applied as set forth in Section 3.1.2; provided that no mandatory prepayment on account of Casualty Proceeds shall be required under this clause if the Borrower informs the Administrative Agent in writing no later than 30 days following receipt of such Casualty Proceeds of its or such Subsidiary's good faith intention to apply such Casualty Proceeds to the rebuilding or replacement of the damaged, destroyed or condemned assets or property and the Borrower or such Subsidiary in fact uses such Casualty Proceeds to rebuild or replace such assets or property within 360 days following the receipt of such Casualty Proceeds, with the amount of such Casualty Proceeds unused after such 360-day period being applied to the repayment of Term Loans pursuant to Section 3.1.2; provided, further, that at any time when any Payment Default or Event of Default shall have occurred and be continuing, all Casualty Proceeds (together with Net Disposition Proceeds not applied as provided in clause (e) below) shall be deposited in an account maintained with the Administrative Agent to pay for such rebuilding, replacement or use whenever no Payment Default or Event of Default is then continuing or except as otherwise agreed to by the Administrative Agent for disbursement at the request of the Borrower or such Subsidiary, as the case may be.
(e) Following the receipt by Holdings or any of its Subsidiaries of any Net Disposition Proceeds in excess of $1,000,000 (individually or in the aggregate when taken together with all other Net Disposition Proceeds and all Casualty Proceeds) over the course of a Fiscal Year, the Borrower shall deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds and make a mandatory prepayment of the Term Loans in an amount equal to 100% of such Net Disposition Proceeds within one Business Day of the receipt thereof to be applied as set forth in Section 3.1.2; provided that no mandatory prepayment on account of Net Disposition Proceeds shall be required under this clause (e) either (i) if the Borrower informs the Administrative Agent in writing promptly following the receipt of such Net Disposition Proceeds of its or such Subsidiary's good faith intention to reinvest such Net Disposition Proceeds in assets or property that will be used or useful in its business and the Borrower or such Subsidiary in fact so reinvests such Net Disposition Proceeds within 360 days following the receipt of such Net Disposition Proceeds, with the amount of such Net Disposition Proceeds not so reinvested after such 360-day period being applied to the repayment of Term Loans pursuant to Section 3.1.2 or (ii) to the extent of the outstanding aggregate principal amount of the Bridge Loans, if such Net Disposition Proceeds are in respect of the AmerCable Disposition, so long as such Net Disposition Proceeds are applied to repay the Bridge Loans being prepaid)or, if the Merger Closing Date has not yet then occurred, deposited in an account maintained with the Administrative Agent pending application to repayment of the Bridge Loans on the Merger Closing Date; andprovided further that at any time when any Payment Default or Event of Default shall have occurred and be continuing, all Net Disposition Proceeds (together with Casualty Proceeds not applied as provided in clause (d) above) shall be deposited in an account maintained with the Administrative Agent to be so used whenever no Payment Default or Event of Default is then continuing or except as otherwise agreed to by the Administrative Agent for disbursement at the request of the Borrower.
(f) No later than five Business Days following the delivery of its annual audited financial reports required pursuant to clause (b) shallof Section 7.1.1, immediately the Borrower shall deliver to the Agents a calculation of the Excess Cash Flow for the Fiscal Year then last ended and make a mandatory prepayment of the Term Loans in an amount equal to the applicable ECF Percentage of Excess Cash Flow (if any) for such Fiscal Year, to be applied as set forth in Section 3.1.2.
(g) Concurrently with the receipt by Holdings, the Borrower or any Subsidiary of any Net Debt Proceeds, the Borrower shall deliver to the Administrative Agent a calculation of the amount of such Net Debt Proceeds, and make a mandatory prepayment of the Term Loans in an amount equal to 100% of such Net Debt Proceeds to be applied as set forth in Section 3.1.2; provided that no such mandatory prepayment with respect to any such Net Debt Proceeds received after the Closing Date shall be required to the extent (but only to the extent) such Net Debt Proceeds are received from the issuance of Unsecured Transaction Debt and are used for purposes of paying or prepaying Bridge Loans.
(h) Concurrently with the receipt by Holdings of any Net Equity Proceeds, the Borrower shall deliver to the Administrative Agent a calculation of the amount of such Net Equity Proceeds and make a mandatory prepayment of the Term Loans in an amount equal to 50% of such Net Equity Proceeds to be applied as set forth in Section 3.1.2; provided that no such mandatory prepayment with respect to any such Net Equity Proceeds shall be required (i) to the extent such Net Equity Proceeds are used solely to repay or prepay outstanding Bridge Loans (together with all breakage costs and related fees and expenses (if any) payable under the Bridge Loan Agreement) or (ii) if the Leverage Ratio was less than 2.00:1 as of the last day of the most recent Fiscal Quarter for which a Compliance Certificate was delivered pursuant to clause (c) of Section 7.1.1.
(i) Immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 or 8.3 or Section 8.3, the mandatory repayment of Borrower shall repay all the Loans Loans, unless, pursuant to Section 9.28.3, repay only a portion of all Loansthe Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.
Appears in 1 contract
Repayments and Prepayments. The Borrower and each Designated Borrower, jointly and severally, shall repay in full the unpaid principal amount of each Loan upon the Final Maturity Date. Prior thereto, payments and prepayments of the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, the Borrower and each Designated Borrower, as applicable, may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided that
, (i) any such prepayment shall be made pro rata among all Loans and applied in inverse order of maturity;
(ii) all such voluntary prepayments shall require require, in the case of ABR Loans at least one (1) Business Day’s prior notice (such notice to be delivered before noon on such day), and in the case of Eurodollar Loans at least three (3) Business Days Days’ prior written notice (or, if such prepayment is notice to be made delivered before noon on the last day of an Interest Period for the Loanssuch day), two and in either case not more than five (5) Business Days) ’ prior written irrevocable notice to the Administrative Agent; and
(iiiii) all such voluntary partial prepayments shall be be, in the case of Eurodollar Loans, in an aggregate minimum amount of $10,000,000 1,000,000 and a an integral multiple of $1,000,000 and, in the case of ABR Loans, in an aggregate minimum amount of $500,000 and an integral multiple of $500,000. Each notice of prepayment sent pursuant to this clause shall specify the prepayment date and the principal amount of each Advance (or portion thereof) to be prepaid. Each such notice shall be irrevocable and shall commit the remaining Borrower or such Designated Borrower to prepay such Advance by the amount stated therein on the date stated therein. All prepayments under this clause (other than prepayments of Loans that are ABR Loans that are not made in connection with the termination or permanent reduction of the Loans being prepaid); andLoan Commitment) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
(b) shallOn each date when, immediately upon after giving effect to any acceleration termination or reduction of the Stated Maturity Date of the Loans Commitments pursuant to Section 8.2 or 8.3 or 2.9, the mandatory repayment sum of (g) the Loans pursuant aggregate Credit Exposure of all the Lenders exceeds (h) the Commitment Amount (as it may be reduced from time to Section 9.2, repay all Loans. Each prepayment of any Loans made time pursuant to this Section shall be without premium or penaltyAgreement), except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower and each Designated Borrower, jointly and severally, shall make a mandatory prepayment of Loans and, if necessary, Cash Collateralize all Letter of Credit Exposure, in an aggregate amount equal to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereofsuch excess.
Appears in 1 contract
Repayments and Prepayments. The Each Borrower shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest Periodof its Loans upon the Stated Maturity Date. Prior thereto, as set forth on Schedule II hereto. In addition, the such Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loansany Loans borrowed by it; provided provided, however, that
(i) any such prepayment shall be made pro rata among Loans of the same type, and, if applicable, having the same Interest Period of all Loans and applied in inverse order of maturityLenders;
(ii) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) prior irrevocable written notice to the Administrative Agent; Agent received by the Administrative Agent no later than 11:00 a.m. (New York City, New York)
(A) on such Business Day in the case of ABR Loans, or
(B) on not less than three (but in any event not more than five) Business Days' notice in the case of Eurodollar Loans, and
(iii) all such voluntary partial prepayments shall be be, in the case of ABR Loans, in an aggregate minimum amount of $10,000,000 1,000,000 and a an integral multiple of $1,000,000 100,000 and, in the case of Eurodollar Loans, in an aggregate minimum amount of $5,000,000 and an integral multiple of $100,000;
(b) shall, on each date when any reduction in the Commitment Amount shall become effective (including pursuant to Section 2.2), make a mandatory prepayment equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans and Letter of Credit Outstandings over the Commitment Amount in effect on such date (following such reduction), which mandatory prepayment shall be applied (or held for application, as the remaining case may be) by the Lenders
(i) first, to the payment of the aggregate unpaid principal amount of those Loans then outstanding equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans being prepaidover the Loan Commitment Amount in effect on such date (following such reduction, if applicable);
(ii) second, to the payment and/or cash collateralization of the then outstanding Letter of Credit Outstandings equal to the excess, if any, of the Letter of Credit Outstandings over the Letter of Credit Commitment Amount in effect on such date (following such reduction, if applicable); and
(biii) third, to the payment of the aggregate unpaid principal amount of the Loans, and then to the payment and/or cash collateralization of the then outstanding Letter of Credit Outstandings equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans and Letter of Credit Outstandings over the Commitment Amount in effect on such date; and
(c) shall, immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 9.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.29.3, repay all Loans, unless, pursuant to Section 9.3, only a portion of all Loans is so accelerated. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, penalty (except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof5.4).
Appears in 1 contract
Samples: Credit Agreement (Dollar Thrifty Automotive Group Inc)
Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) Loans (other than Swing Line Loans); provided that (A) any such prepayment of the Term Loans shall be made pro rata among Term Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Term Loans and applied any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (B) all such voluntary prepayments shall require, in inverse order the case of maturity;Base Rate Loans at least one Business Day’s prior notice (such notice to be delivered before noon on such day), and in the case of LIBO Rate Loans at least three Business Day’s prior notice (such notice to be delivered before noon on such day), and in either case not more than five Business Days’ prior irrevocable notice to the Administrative Agent (which notice may be telephonic so long as such notice is confirmed in writing within 24 hours thereafter and such notice to be delivered before noon on such day); and (C) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $2,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $500,000; and
(ii) Swing Line Loans; provided that (A) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) prior written telephonic notice to the Administrative AgentSwing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and
and (iiiB) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 250,000 and a an integral multiple of $1,000,000 50,000.
(iii) Each notice of prepayment sent pursuant to this clause shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and the remaining scheduled installment or installments of principal to which such prepayment is to be applied. Each such notice shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All prepayments under this clause (other than prepayments of Revolving Loans that are Base Rate Loans that are not made in connection with the termination or permanent reduction of the Loans being prepaid); andRevolving Loan Commitment) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
(b) On each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time pursuant to this Agreement), the Borrower shall make a mandatory prepayment of Revolving Loans or Swing Line Loans (or both) and, if necessary, after repayment of such Loans, Cash Collateralize Letter of Credit Outstandings, in an aggregate amount equal to such excess.
(c) Concurrently with the receipt by the Borrower or any of its Subsidiaries of any Net Debt Proceeds, the Borrower shall (or shall cause such Subsidiary to) make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Debt Proceeds, to be applied as set forth in Section 3.1.2.
(d) In the event the Borrower or any of its Subsidiaries receives any Net Disposition Proceeds or Net Casualty Proceeds, the Borrower shall, immediately (subject to the proviso hereto) within 5 Business Days of such receipt, deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds or Net Casualty Proceeds, and, to the extent the aggregate amount of such proceeds received by the Borrower and their respective Subsidiaries in any Fiscal Year exceeds $1,000,000, the Borrower shall (or shall cause such Subsidiary to) make a mandatory prepayment of the Loans in an amount equal to 100% of such excess; provided that, upon written notice by the Borrower to the Administrative Agent not more than 5 Business Days following receipt of any Net Disposition Proceeds or Net Casualty Proceeds, such proceeds may be retained by the Borrower and its Subsidiaries (and be excluded from the prepayment requirements of this clause) if (A) the Borrower informs the Administrative Agent in such notice of its good faith intention to apply (or cause one or more of its Subsidiaries to apply) such Net Disposition Proceeds or Net Casualty Proceeds to the acquisition of other assets or properties in the U.S. consistent with the businesses permitted to be conducted pursuant to Section 7.2.1 (including by way of merger or Investment), and (B) within 365 days following the receipt of such Net Disposition Proceeds or Net Casualty Proceeds, such proceeds are applied or committed to such acquisition. The amount of such Net Disposition Proceeds or Net Casualty Proceeds unused or uncommitted after such 365 day period shall be applied to prepay the Loans as set forth in Section 3.1.2; provided that in the event the Borrower or such Subsidiary has not applied such committed but unused Net Disposition Proceeds or Net Casualty Proceeds for such acquisition within seventeen months following the receipt of such Net Disposition Proceeds or Net Casualty Proceeds, all of such committed but unused Net Disposition Proceeds or Net Casualty Proceeds shall be applied to prepay the Loans as set forth in Section 3.1.2 at the end of such seventeen month period. At any time after receipt of any such Net Disposition Proceeds or Net Casualty Proceeds in excess of $2,500,000 during any Fiscal Year (individually or in the aggregate) but prior to the application thereof to a mandatory prepayment or the acquisition of other assets or properties as described above, the Borrower shall deposit (or cause to be deposited) an amount equal to such excess into a cash collateral account (the “Proceeds Account”) maintained with (and subject to documentation reasonably satisfactory to) the Administrative Agent for the benefit of the Secured Parties (and over which the Administrative Agent shall have a first priority perfected Lien) pending such application as a prepayment or to be released as requested by the Borrower in respect of such acquisition. Amounts deposited in such cash collateral account shall be invested in Cash Equivalent Investments, as directed by the Borrower.
(e) Within 15 days after delivering a Compliance Certificate with respect to each Fiscal Quarter resulting in the commencement or continuation of a Dividend Suspension Period, the Borrower shall make a mandatory prepayment of the Loans in an amount equal to 50% of Available Cash (if positive) for such Fiscal Quarter, to be applied as set forth in Section 3.1.2;
(f) Immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section Sections 8.2 or 8.3 or 8.3, the mandatory repayment of Borrower shall repay all the Loans Loans, unless, pursuant to Section 9.28.3, repay only a portion of all Loansthe Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4. In lieu of making any mandatory prepayment pursuant to clauses (c), provided that (d), or (e) of this Section in respect of any prepayment under this Agreement LIBO Rate Loan other than on the last day of the Interest Period therefor, so long as no Default shall have occurred and be made subject to payment by continuing, the Borrower to at its option may deposit with the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth an amount equal to the amount of the FEC Break Costs LIBO Rate Loan to be prepaid and such LIBO Rate Loan shall be repaid on the last day of the Interest Period therefor in the required amount. Such deposit shall be held by the Administrative Agent in a corporate time deposit account established on terms reasonably detailed calculations thereofsatisfactory to the Administrative Agent, earning interest at the then-customary rate for accounts of such type. Such deposit shall cash collateralize the applicable Obligations; provided that (A) the Borrower may at any time direct that such deposit be applied to make the applicable payment required pursuant to this Section, subject to the provisions of Section 4.4 and (B) upon the occurrence of a Default, such amounts on deposit shall be applied by the Administrative Agent to prepay the Loans.
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments unpaid principal amount of each Loan on the last day of each Interest Period, as set forth on Schedule II heretoMaturity Date. In additionPrior thereto, the Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided that
provided, however, that (i) any such prepayment shall be made pro rata applied to the Lenders among all Loans and applied in inverse order of maturity;
having the same Type and, if applicable, having the same Interest Period; (ii) all such voluntary prepayments of Eurodollar Loans shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) ’ prior written notice to the Administrative Agent; and
(iii) all such voluntary prepayments of Base Rate Loans shall be permitted on the same day as written notice is received by the Administrative Agent; and (iv) except in the case of a prepayment pursuant to Section 3.1(c), all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 3,000,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and1,000,000;
(b) shall, immediately upon any acceleration of the Stated Maturity Date of the Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Section 8.3, repay all Loans unless, pursuant to Section 9.28.3, repay only a portion of all LoansLoans is so accelerated; and
(c) at any time when the aggregate amount of the Revolving Credit Exposures of all Lenders exceeds the Total Commitment then in effect, shall (i) first, immediately prepay outstanding Loans in an amount equal to the lesser of such excess and the outstanding principal balance of Loans and (ii) second, if after giving effect to the prepayment required in clause (i) above, the aggregate amount of the Revolving Credit Exposures of all Lenders still exceeds the Total Commitment then in effect, immediately Cash Collateralize such Revolving Credit Exposure in conformity with Section 2.11(j) in an amount equal to such remaining excess. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any . No voluntary prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) principal of any FEC Break Costs on written demand by Loans shall cause a reduction in the FEC Counterparty, which demand shall set forth Commitments or the amount of the FEC Break Costs and reasonably detailed calculations thereofTotal Commitment.
Appears in 1 contract
Samples: Credit Agreement (Cimarex Energy Co)
Repayments and Prepayments. The Borrower shall will repay in full the Loans in fourteen equal semi-annual installments on the last day entire unpaid principal amount of each Interest Period, as set forth on Schedule II heretoLoan upon the Stated Maturity Date therefor. In additionPrior thereto (and subject to Section 2.1.1), the Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided that
(i) any such prepayment shall be made pro rata among all Loans and applied in inverse order of maturity;
(ii) provided, however, that all such voluntary prepayments shall will require at least three one Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) Day's prior written notice to the Administrative Agent;
(b) will, on each date when any reduction in the Commitment Amount will become effective (which reduction will be subject to Section 2.2), make a mandatory prepayment (which will be applied (or held as cash collateral for application to the aggregate amount of all Letter of Credit Outstandings not consisting of unpaid and outstanding Reimbursement Obligations) by the Administrative Agent to the payment of the Loans and unpaid and outstanding Reimbursement Obligations of the then existing Letter of Credit Outstandings) equal to the excess, if any, of the aggregate outstanding principal amount of all Loans, together with the aggregate amount of all Letter of Credit Outstandings over the Commitment Amount as so reduced; and
(iiic) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and
(b) shallwill, immediately upon any acceleration of the Stated Maturity Date of the Loans any Obligations pursuant to Section 8.2 9.2 or 8.3 or the mandatory repayment of the Loans Section 9.3, repay all Obligations, unless, pursuant to Section 9.29.3, repay only a portion of all LoansObligations is so accelerated. Each prepayment of any Loans made pursuant to this Section shall will be without premium or penalty, except as may be required by Section 4.4, provided that any 5.4. No voluntary prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) principal of any FEC Break Costs on written demand by Loans will cause a reduction in the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereofCommitment Amount.
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay the Loans each Loan in fourteen twenty-four equal semi-annual installments on the last day of each Interest PeriodPeriod with respect to such Loan, as set forth on Schedule II hereto. In addition, the Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided that
(i) any such prepayment shall be made pro rata among all Loans and applied in forward order of maturity, inverse order of maturitymaturity or ratably among all remaining installments, as the Borrower shall designate to the Administrative Agent;
(ii) other than as expressly provided in Section 3.1(a)(iii), all such voluntary prepayments shall require at least five Business Days prior written notice to the Administrative Agent;
(iii) such voluntary prepayment shall require three Business Days (or, prior written notice to the Administrative Agent if such prepayment is to be made on the last day of an Interest Period for with respect to the Loans being so prepaid and there is only one Interest Period applicable to all of the Loans, two Business Days) prior written notice to the Administrative Agent; and
(iiiiv) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid);
(b) [Reserved]; and
(bc) shall, immediately upon any acceleration of the Stated Maturity Date of the Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.2, repay all Loans. Each prepayment or repayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement and shall be made subject to payment accompanied by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereofaccrued interest.
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest Period, as set forth on Schedule II heretoLoan upon the Stated Maturity Date therefor. In additionPrior thereto, the Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) Loans (other than Swing Line Loans); provided, however, that
(A) any such prepayment of the Term Loans shall be made pro rata among the Term Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Term Loans, and any such prepayment of Revolving Loans and applied in inverse order shall be made pro rata among the Revolving Loans of maturitythe same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans;
(iiB) the Borrower shall comply with Section 4.4 in the event that any LIBO Rate Loan is prepaid on any day other than the last day of the Interest Period for such Loan;
(C) all such voluntary prepayments shall require at least one Business Day's notice in the case of Base Rate Loans, three Business Days (or, if such prepayment is to be made on Days' notice in the last day case of an Interest Period for the LIBO Rate Loans, two but no more than five Business Days) prior written ' notice in the case of any Loans, in each case in writing to the Administrative Agent; and
(iiiD) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate amount of $1,000,000 or any larger integral multiple of $500,000, and, in the case of Base Rate Loans, in an aggregate amount of $500,000 or any larger integral multiple of $100,000, or, in either case, in the aggregate principal amount of all Loans of the applicable Tranche and type then outstanding; or
(ii) Swing Line Loans; provided, however, that
(A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 12:00 noon, New York City time, on the day of such prepayment (such notice to be confirmed in writing by the Borrower within 24 hours thereafter); and
(B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 100,000 and a an integral multiple of $1,000,000 (50,000 or in the remaining aggregate principal amount of the all Swing Line Loans being prepaid); andthen outstanding;
(b) shall, no later than five Business Days following the delivery by the Borrower of its annual audited financial reports required pursuant to clause (c) of Section 7.1.1 (beginning with the financial reports delivered in respect of the 1998 Fiscal Year), deliver to the Administrative Agent a calculation of the Excess Cash Flow for the Fiscal Year last ended and, no later than five Business Days following the delivery of such calculation, make a mandatory prepayment of the Term Loans in an amount equal to 75% of the Excess Cash Flow (if any) for such Fiscal Year, to be applied as set forth in Section 3.1.2;
(c) shall, not later than one Business Day following the receipt of any Net Debt Proceeds by the Borrower, any Designated Guarantor or any of their respective Subsidiaries, deliver to the Administrative Agent a calculation of the amount of such Net Debt Proceeds and make a mandatory prepayment of the Term Loans in an amount equal to 100% of such Net Debt Proceeds to be applied as set forth in Section 3.1.2;
(d) shall, concurrently with the receipt of any Net Equity Proceeds by the Borrower, any Designated Guarantor or any of their respective Subsidiaries, deliver to the Administrative Agent a calculation of the amount of such Net Equity Proceeds, and no later than five Business Days following the delivery of such calculation, make a mandatory prepayment of the Term Loans in an amount equal to 50% of such Net Equity Proceeds to be applied as set forth in Section 3.1.2;
(e) shall, following the receipt by the Borrower, any Designated Guarantor or any of their respective Subsidiaries of any Casualty Proceeds in excess of $500,000 (individually or in the aggregate (when taken together with Net Disposition Proceeds) over the course of a Fiscal Year), deliver to the Administrative Agent a calculation of the amount of such Casualty Proceeds and make a mandatory prepayment of the Term Loans in an amount equal to 100% of such Casualty Proceeds within 60 days of the receipt thereof to be applied as set forth in Section 3.1.2; provided, however, that no mandatory prepayment on account of Casualty Proceeds shall be required under this clause if the Borrower informs the Agents in writing no later than 60 days following the occurrence of the Casualty Event resulting in such Casualty Proceeds of its, such Designated Guarantor's or such Subsidiary's good faith intention to apply such Casualty Proceeds to the rebuilding or replacement of the damaged, destroyed or condemned assets or property and the Borrower, such Designated Guarantor or such Subsidiary in fact uses such Casualty Proceeds to rebuild or replace such assets or property within 365 days following the receipt of such Casualty Proceeds, with the amount of such Casualty Proceeds unused after such 365-day period being applied to the Term Loans pursuant to Section 3.1.2; provided, further, however, that (i) at any time when any Default or Event of Default shall have occurred and be continuing, all Casualty Proceeds (together with Net Disposition Proceeds not applied as provided in clause (f) below) shall be deposited in an account maintained with the Administrative Agent to pay for such rebuilding or replacement whenever no Default or Event of Default is then continuing or except as otherwise agreed to by the Agents for disbursement at the request of the Borrower, such Designated Guarantor or such Subsidiary, as the case may be, or (ii) if all such Casualty Proceeds (together with Net Disposition Proceeds not applied as provided in clause (f) below) aggregating in excess of $1,000,000 have not yet been applied as described in the notice required above (or in accordance with clause (f) below), all such Casualty Proceeds and Net Disposition Proceeds shall be deposited in an account maintained with the Administrative Agent for disbursement at the request of the Borrower, such Designated Guarantor or such Subsidiary, as the case may be, to be used for the purpose(s) set forth in such written notice(s);
(f) shall, following the receipt by the Borrower, any Designated Guarantor or any of their respective Subsidiaries of any Net Disposition Proceeds in excess of $500,000 (individually or in the aggregate (when taken together with Casualty Proceeds) over the course of a Fiscal Year), deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds and make a mandatory prepayment of the Term Loans in an amount equal to 100% of such Net Disposition Proceeds within one Business Day of the receipt thereof to be applied as set forth in Section 3.1.2; provided, however, that no mandatory prepayment on account of Net Disposition Proceeds shall be required under this clause if the Borrower informs the Agents in writing no later than one Business Day following the receipt of such Net Disposition Proceeds of its, such Designated Guarantor's or such Subsidiary's good faith intention to apply such Net Disposition Proceeds to the replacement of the sold, conveyed or transferred assets or property with any other long-term assets or property that are used or useful in the permitted business activities of the Borrower and its Subsidiaries and the Borrower, such Designated Guarantor or such Subsidiary in fact uses such Net Disposition Proceeds to replace such assets or property within 365 days following the receipt of such Net Disposition Proceeds, with the amount of such Net Disposition Proceeds unused after such 365-day period being applied to the Term Loans pursuant to Section 3.1.2; provided, further, however, that (i) at any time when any Default or Event of Default shall have occurred and be continuing, all Net Disposition Proceeds (together with Casualty Proceeds not applied as provided in clause (e) above) shall be deposited in an account maintained with the Administrative Agent to pay for such replacement whenever no Default or Event of Default is then continuing or except as otherwise agreed to by the Agents for disbursement at the request of the Borrower, such Designated Guarantor or such Subsidiary, as the case may be, or (ii) if all such Net Disposition Proceeds (together with Casualty Proceeds not applied as provided in clause (e) above) aggregating in excess of $1,000,000 have not yet been applied as described in the notice required above (or in accordance with clause (e) above), all such Net Disposition Proceeds and Casualty Proceeds shall be deposited in an account maintained with the Administrative Agent for disbursement at the request of the Borrower, such Designated Guarantor or such Subsidiary, as the case may be, to be used for the purpose(s) set forth in such written notice(s);
(g) shall, on each date when any reduction in the Revolving Loan Commitment Amount shall become effective, make a mandatory prepayment of Revolving Loans and Swing Line Loans and (if necessary) deposit with the Administrative Agent cash collateral for Letter of Credit Outstandings in an aggregate amount equal to the excess, if any, of the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of all Letter of Credit Outstandings over the Revolving Loan Commitment Amount as so reduced;
(h) shall on each Quarterly Payment Date occurring during any period set forth below, make a scheduled repayment of the outstanding principal amount, if any, of Term A Loans in an amount equal to the amount set forth below opposite such period (in each case as such amounts may have otherwise been reduced pursuant to this Agreement): Scheduled Period Principal Repayment ------ ------------------- May 15, 2000 through November 15, 2000 $2,000,000 February 15, 2001 through November 15, 2002 $2,500,000 February 15, 2003 through November 15, 2003 $3,000,000 February 15, 2004 $5,250,000;
(i) shall on each Quarterly Payment Date occurring during any period set forth below, make a scheduled repayment of the outstanding principal amount, if any, of Term B Loans in an amount equal to the amount set forth below opposite period (in each case as such amounts may have otherwise been reduced pursuant to this Agreement): -61- Scheduled Period Principal Repayment ------ ------------------- May 15, 2000 through February 15, 2004 $200,000 May 15, 2004 through February 15, 2005 $18,800,000;
(j) shall on each Quarterly Payment Date occurring during any period set forth below, make a scheduled repayment of the outstanding principal amount, if any, of August 1998 Term C Loans in an amount equal to the amount set forth below opposite such period (in each case as such amounts may have otherwise been reduced pursuant to this Agreement): Scheduled Period Principal Repayment ------ ------------------- February 15, 2000 through February 15, 2005 $25,000 May 15, 2005 through February 15, 2006 $2,337,500;
(k) shall on each Quarterly Payment Date occurring during any period set forth below, make a scheduled repayment of the outstanding principal amount, if any, of September 1998 Term C Loans in an amount equal to the amount set forth below opposite such period (in each case as such amounts may have otherwise been reduced pursuant to this Agreement): Scheduled Period Principal Repayment ------ ------------------- May 15, 2000 through February 15, 2005 $175,000 May 15, 2005 through February 15, 2006 $16,362,500;
(l) shall on each Quarterly Payment Date occurring during any period set forth below, make a scheduled repayment of the outstanding principal amount, if any, of March 1999 Term C Loans in an amount equal to the amount set forth below opposite such period (in each case as such amounts may have otherwise been reduced pursuant to this Agreement): -62- Scheduled Period Principal Repayment ------ ------------------- May 15, 2000 through February 15, 2005 $62,500 May 15, 2005 through February 15, 2006 $5,875,000;
(m) shall on each Quarterly Payment Date occurring during any period set forth below, make a scheduled repayment of the aggregate outstanding principal amount, if any, of Additional Term C Loans in an amount equal to the amount set forth below opposite such period (in each case as such amounts may have otherwise been reduced pursuant to this Agreement or increased pursuant to clause (e) of Section 2.1.1): Scheduled Period Principal Repayment May 15, 2000 through February 15, 2005 $25,000 May 15, 2005 through February 15, 2006 $2,350,000;
(n) shall, immediately upon any acceleration the occurrence of the Stated Maturity Date of the any Loans or Obligations, whether by way of acceleration pursuant to Section 8.2 or 8.3 or the mandatory repayment of the otherwise, repay all outstanding Loans and other Obligations, unless, pursuant to Section 9.28.3, repay only a portion of all LoansLoans and other Obligations are so accelerated (in which case the portion so accelerated shall be so prepaid). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that . No prepayment of principal of any prepayment under this Agreement shall be made subject Revolving Loans or Swing Line Loans pursuant to payment by the Borrower to the Administrative Agent clause (for the account of the FEC Counterpartya) of any FEC Break Costs on written demand by this Section 3.1.1 shall cause a reduction in the FEC CounterpartyRevolving Loan Commitment Amount or the Swing Line Loan Commitment Amount, which demand shall set forth as the amount of the FEC Break Costs and reasonably detailed calculations thereofcase may be.
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor (or, in the case of Incremental Term Loans, on the Incremental Term Loan Maturity Date). Prior thereto, payments and prepayments of the Loans in fourteen equal semi-annual installments on and refunding of the last day of each Interest Period, Synthetic Deposits shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(ai) may, from From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided that
that (iA) any prepayment of (1) US Term Loans is to be applied pro rata among the US Term Loans so prepaid of the same type and, if applicable, having the same Interest Period of all Lenders that have made such prepayment US Term Loans (to be applied as set forth in Section 3.1.2), (2) Sterling Term Loans is to be applied pro rata among the Sterling Term Loans and, if applicable, having the same Interest Period of all Sterling Term Loan Lenders that have made such Sterling Term Loans (to be applied as set forth in Section 3.1.2) and (3) Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Loans and applied in inverse order of maturity;
Lenders that have made such Revolving Loans; (iiB) all such voluntary prepayments shall require at least one but no more than five Business Days' (and at least three Business Days (or, if such prepayment is to be made on in the last day case of an Interest Period for the LIBO Rate Loans, two Business Days) prior written telephonic notice (promptly confirmed by facsimile) to the Administrative Agent; and
and (iiiC) all such voluntary partial prepayments of any Loans shall be (x) in an aggregate minimum amount of (i) in the case of US Term Loans, $1,000,000 and (ii) in the case of Sterling Term Loans, (pound)1,000,000 and (y) in an integral multiple of (i) in the case of US Term Loans, $500,000 and (ii) in the case of Sterling Term Loans, (pound)500,000.
(ii) From time to time on any Business Day, the Borrower may cause the Synthetic Deposits to be returned to the Synthetic Lenders by reducing the Synthetic Facility Available Amount; provided that (A) all such voluntary reductions shall require at least one but no more than five Business Days' prior telephonic notice (promptly confirmed by facsimile) to the Administrative Agent; and (B) all such voluntary partial returns shall be in an aggregate minimum amount of $10,000,000 1,000,000 and a an integral multiple of $1,000,000 500,000.
(or i) On each date when the sum of (A) the aggregate outstanding principal amount of all Revolving Loans and (B) the aggregate amount of all Revolving Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount, the Borrower shall make a mandatory prepayment of Revolving Loans and, if necessary, Cash Collateralize all Revolving Letter of Credit Outstandings, in an aggregate amount equal to such excess.
(ii) On each date when the aggregate amount of all Synthetic Letter of Credit Outstandings exceeds the Synthetic Facility Available Amount, the Borrower shall Cash Collateralize all Synthetic Letter of Credit Outstandings in an aggregate amount equal to such excess.
(iii) In the event the Synthetic Issuer has made a withdrawal from the Synthetic Deposit Account to repay unreimbursed Synthetic Reimbursement Obligations, the Borrower shall make a mandatory deposit in the Synthetic Deposit Account equal to such amount.
(i) On each Quarterly Payment Date, beginning with the Quarterly Payment Date occurring on December 31, 2005, the Borrower shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all US Term Loans in an amount equal to $250,000 with the remaining amount of US Term Loans due and payable in full on the US Term Loan Maturity Date.
(ii) On each Quarterly Payment Date, beginning with the Quarterly Payment Date occurring on June 30, 2006 the Borrower shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Sterling Term Loans in an amount equal to (pound)112,500 with the remaining amount of Sterling Term Loans due and payable in full on the Sterling Term Loan Maturity Date.
(iii) On each Incremental Term Loan Repayment Date, the Borrower shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Incremental Term Loans in an amount set forth in the applicable Incremental Term Loan Assumption Agreement with the remaining amount of Incremental Term Loans due and payable in full on the Incremental Term Loan Maturity Date.
(d) Within 100 days after the close of each Fiscal Year (beginning with the close of the 2006 Fiscal Year) the Borrower shall make a mandatory prepayment of the Loans being prepaid); andin an amount equal to the product of (i) Excess Cash Flow (if any) for such Fiscal Year, multiplied by (ii) the Proceeds Percentage, to be applied as set forth in Section 3.1.2.
(be) shallNo later than one Business Day following the receipt by the Parent or any of its Subsidiaries of any Net Debt Proceeds, immediately the Borrower shall deliver to the Administrative Agent a calculation of the amount of such Net Debt Proceeds and make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Debt Proceeds, to be applied as set forth in Section 3.1.2.
(f) No later than five Business Days following the receipt by the Borrower or any of its Subsidiaries of any Net Disposition Proceeds or Net Casualty Proceeds by the Borrower or any of its Subsidiaries deliver to the Administrative Agent a calculation of the amount of such proceeds, and, to the extent the aggregate amount of such proceeds received by the Parent and its Subsidiaries exceeds $5,000,000, the Borrower shall make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Disposition Proceeds or Net Casualty Proceeds, to be applied as set forth in Section 3.1.2; provided that, upon telephonic notice (promptly confirmed by facsimile) by the Borrower to the Administrative Agent not more than 5 Business Days following receipt of any Net Disposition Proceeds or Net Casualty Proceeds, such proceeds may be retained by the Parent and its Subsidiaries (and be excluded from the prepayment requirements of this clause) if (i) the Parent informs the Administrative Agent in such notice of its good faith intention to apply (or cause one or more of the Subsidiaries to apply) such Net Disposition Proceeds or Net Casualty Proceeds to the acquisition of other assets or properties consistent with the businesses permitted to be conducted pursuant to Section 8.1 (including by way of merger or Investment) or, in the case of any Casualty Event, to restore the property subject thereto, and (ii) within 365 days following the receipt of such Net Disposition Proceeds or Net Casualty Proceeds, such proceeds are applied or committed to such acquisition. The amount of such Net Disposition Proceeds or Net Casualty Proceeds unused or uncommitted after such 365 day period shall be applied to prepay the Loans as set forth in Section 3.1.2.
(g) No later than one Business Day following the receipt by the Parent or any of its Subsidiaries of any Net Equity Proceeds (other than from the Parent or any of its Subsidiaries), the Borrower shall make a mandatory prepayment of the Loans in an amount equal to the product of (i) such Net Equity Proceeds, multiplied by (ii) the Proceeds Percentage, to be applied as set forth in Section 3.1.2.
(h) Immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 9.2 or 8.3 or Section 9.3, the mandatory repayment of Borrower shall repay all the Loans Loans, unless, pursuant to Section 9.29.3, repay only a portion of all Loans. Each prepayment of any the Loans made pursuant to this Section is so accelerated (in which case the portion so accelerated shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereofso repaid).
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments unpaid principal amount of each Loan on the last day of each Interest Period, as set forth on Schedule II heretoMaturity Date. In additionPrior thereto, the Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided that
provided, however, that (i) any such prepayment shall be made pro rata applied to the Lenders among all Loans and applied in inverse order of maturity;
having the same Type and, if applicable, having the same Interest Period; (ii) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) ’ prior written notice to the Administrative Agent; and
and (iii) except in the case of a prepayment pursuant to Section 2.9(c), all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 5,000,000 and a an integral multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and1,000,000;
(b) shall, immediately upon any acceleration of the Stated Maturity Date of the Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Section 8.3, repay all Loans unless, pursuant to Section 9.28.3, repay only a portion of all LoansLoans is so accelerated; and
(c) at any time when the aggregate amount of the Revolving Credit Exposures of all Lenders exceeds the Commitment Amount then in effect, shall (i) first, immediately prepay outstanding Loans in an amount equal to such excess and (ii) second, if after giving effect to the prepayment required in clause (i) above, the aggregate amount of the Revolving Credit Exposures of all Lenders still exceeds the Commitment Amount then in effect, immediately cash collateralize such Revolving Credit Exposure in conformity with Section 2.11(j) in an amount equal to such remaining excess. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any . No voluntary prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) principal of any FEC Break Costs on written demand by Loans shall cause a reduction in the FEC Counterparty, which demand shall set forth Commitments or the amount of the FEC Break Costs and reasonably detailed calculations thereofCommitment Amount.
Appears in 1 contract
Samples: Credit Agreement (Noble Energy Inc)
Repayments and Prepayments. The Each Borrower shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest PeriodLoan made to such Borrower upon the Stated Maturity Date therefor. Prior thereto, as set forth on Schedule II hereto. In addition, the each Borrower:
(a) may, from time to time on any Business Banking Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loansany Loans to such Borrower; provided provided, however that
(i) any such prepayment shall be made pro rata among Loans of the same Type and, if applicable, having the same Interest Period, of all Lenders, except that prepayments of Swing Line Loans and applied in inverse order shall be subject to the provisions of maturitySection 2.8.2(a);
(ii) no such prepayment of any Fixed Rate Loan may be made on any day other than the last day of the Interest Period for such Loan;
(iii) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business but no more than five Banking Days) ' prior written notice to the Administrative Agent, except that prepayments of Swing Line Loans shall be subject to the provisions of Section 2.8.2(a); and
(iiiiv) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 500,000 and a an integral multiple of $1,000,000 500,000, except that prepayments of Swing Line Loans shall be subject to the provisions of Section 2.8.2(a);
(or b) shall, on each date when any reduction in the remaining Commitment Amount shall become effective, including pursuant to Section 2.2.1, make a mandatory prepayment of all Loans to such Borrower such that the aggregate amount of prepayments made by all Borrowers shall be equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans being prepaid)to all Borrowers over the Commitment Amount as so reduced; and
(bc) shall, immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Section 8.3, repay all Loans to such Borrower unless, pursuant to Section 9.28.3, repay only a portion of such Loans is so accelerated; and
(d) shall, if on any Determination Date, as a result of an increase in the value of a Eurocurrency, the aggregate Dollar Equivalent of the principal amount of all Loansoutstanding Loans to all Borrowers exceeds the Commitment Amount, on the last day of the Interest Period during which such Determination Date occurs, make a mandatory prepayment of the aggregate outstanding Loans to such Borrower such that the aggregate amount of prepayments made by all Borrowers shall be equal to the lesser of (i) the amount of such excess, and (ii) the sum of (x) the amounts of the Alternate Base Rate Loans outstanding, plus (y) the amounts of the Fixed Rate Loans outstanding to which such Interest Period is applicable. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any 4.5. No voluntary prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) principal of any FEC Break Costs on written demand by Loans shall cause a reduction in the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereofCommitment Amount.
Appears in 1 contract
Samples: Credit Agreement (Andrew Corp)
Repayments and Prepayments. The (a) Each Borrower shall repay in full the unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(ab) may, At any time and from time to time on any Business Day, each Borrower shall have the right to make a voluntary prepaymentprepayment without premium or penalty (subject to Section 4.4 hereof), in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) any Revolving Loans; provided, however, that (A) all such prepayment prepayments shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Loans and applied in inverse order of maturity;
Lenders that have made such Revolving Loans; (iiB) all such voluntary prepayments shall require at least three one but no more than five (5) Business Days Days’ prior notice to Agent; and (orD) all such voluntary partial prepayments shall be, if such prepayment is to be made on in the last day case of an Interest Period for the LIBO Rate Loans, two Business Days) prior written notice to in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 and, in the Administrative Agentcase of Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $100,000; and
(iiiii) Swing Line Loans; provided that (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. (New York time) on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 200,000 and a an integral multiple of $1,000,000 100,000.
(c) So long as no Cash Management Event has occurred and is continuing, within five (5) Business Days after any Borrower or any of its Subsidiaries realizes any Net Disposition Proceeds in excess of $4,000,000 (for an individual Disposition or collectively for a related series of Dispositions) or any Net Sale and Leaseback Proceeds, Borrowers shall make a mandatory prepayment of Revolving Loans or Swing Line Loans (or both) in an aggregate amount equal to the remaining amount of such Net Sale and Leaseback Proceeds or Net Disposition Proceeds if any such Revolving Loans or Swing Line Loans are then outstanding; provided, that, if the Loans being prepaid); andmaking of such prepayment would result in the breakage of any Interest Period, Borrowers may make such prepayment at the end of the then applicable Interest Period. If an Event of Default has occurred and is continuing, any Net Sale and Leaseback Proceeds or Net Disposition Proceeds realized by any Borrower or any of its Subsidiaries shall be applied in accordance with Section 8.4 hereof.
(bd) shall, immediately Immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 or Section 8.3 or hereof, each Borrower shall repay all the mandatory repayment of the Loans Loans, unless, pursuant to Section 9.28.3 hereof, repay only a portion of all Loans. the Loans is so accelerated (in which case the portion so accelerated shall be so repaid).
(e) Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof4.4 hereof.
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments unpaid principal amount of each Loan on the last day of each Interest PeriodScheduled Commitment Termination Date. Prior thereto, as set forth on Schedule II hereto. In addition, the Borrower:
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided provided, however, that
, (i) any such prepayment shall be made pro rata among all Loans and applied in inverse order of maturity;
(ii) unless otherwise consented to by Administrator, all such voluntary prepayments shall require at least three two (2) Business Days Days’ (or, if such in the case of a voluntary prepayment is to be made on the last day of an Interest Period for the Loans$10,000,000 or more, two at least seven (7) Business Days’) prior written notice to the Administrative Agent; and
Administrator, (iiiii) unless otherwise consented to by Administrator, all such voluntary partial prepayments shall be in an aggregate a minimum amount of $10,000,000 1,000,000 and a an integral multiple of $1,000,000 100,000, and (or iii) unless and until the remaining aggregate outstanding principal balance of the Loans hereunder is less than 10% of the highest amount ever borrowed hereunder, no such prepayment may be made with any funds other than (A) Collections and (B) the Borrower’s initial paid-in cash capital (if any then remains);
(b) shall, on each date when any reduction in the Facility Limit shall become effective pursuant to Section 2.6, make a prepayment of the Loans in an amount equal to the excess, if any, of the aggregate outstanding principal amount of the Loans being prepaid); andover the Facility Limit as so reduced;
(bc) shall, immediately upon any acceleration of the Stated Maturity Scheduled Commitment Termination Date of the any Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.210.3, repay all Loans, unless, pursuant to Section 10.3(a), only a portion of all Loans is so accelerated, in which event Borrower shall repay the accelerated portion of the Loans; and
(d) shall, immediately upon discovering that a Borrowing Base Deficit exists, make a prepayment of the Loans in an amount equal to such Borrowing Base Deficit. Each such prepayment shall be subject to the payment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be amounts required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof6.2.
Appears in 1 contract
Samples: Loan Agreement (G&k Services Inc)
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest Period, as set forth on Schedule II heretoLoan upon the Stated Maturity Date therefor. In additionPrior thereto, the Borrower:
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided provided, however, that
(i) any such prepayment shall be made pro rata among Loans of the same type and, if applicable, having the same Interest Period of all Loans and applied in inverse order of maturityLenders;
(ii) all such voluntary prepayments of Eurodollar Loans shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two five Business Days) ' prior written notice to the Administrative Agent; and
(iii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 500,000 and a an integral multiple of $1,000,000 100,000;
(or b) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to Section 2.2, make a mandatory prepayment of all Loans and/or Cash Collateralize outstanding Letters of Credit in an amount equal to the excess, if any, of (i) the sum of the aggregate outstanding principal amount of all Loans and the Effective Amount of all L/C Obligations over (iii) the Commitment Amount as so reduced;
(c) shall, if on any date the sum of aggregate principal amount of outstanding Loans plus the Effective Amount of all L/C Obligations exceeds the Available Borrowing Base, as calculated in the then most recently delivered Borrowing Base Certificate, first make a mandatory prepayment of all Loans in an amount equal to the lesser of (i) such excess and (ii) the aggregate principal amount of all Loans outstanding and second after all Loans are repaid, Cash Collateralize the L/C Obligations in the remaining amount of the Loans being prepaid)such excess; and
(bd) shall, on each date proceeds of Capital Infusion Proceeds or Disposition Proceeds are received by the Borrower or any Subsidiary, first make a mandatory prepayment of the Loans in an amount equal to the lesser of (i) the amount as provided in the Intercreditor Agreement and (ii) the aggregate principal amount of all Loans outstanding; and second after all Loans are repaid, Cash Collateralize the L/C Obligations in the remaining amount as provided in the Intercreditor Agreement; provided that, with respect to Scheduled Capital Infusion Proceeds, the Borrower shall make a mandatory prepayment of the Obligations and the other Creditor Obligations on or before April 30, 1997 in an amount equal to the greater of (x) $15,000,000 and (y) 50% of such net Capital Infusion Proceeds, to be applied among the Creditor Obligations as provided in the Intercreditor Agreement; and
(e) shall, immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.28.3, repay all Loans, unless, pursuant to Section 8.3, only a portion of all Loans is so accelerated. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any . No voluntary prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) principal of any FEC Break Costs on written demand by Loans shall cause a reduction in the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereofCommitment Amount unless so specified.
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments on the last day unpaid principal amount of each Interest PeriodLoan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of Loans shall or may be made as set forth on Schedule II hereto. In addition, the Borrowerbelow.
(a) may, from From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided thatany
(i) Loans (other than Swing Line Loans); provided that (A) any such prepayment of the Term Loans shall be made pro rata among Term Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Term Loans, (to be applied as set forth in Section 3.1.2), and any such prepayment of Revolving Loans and applied in inverse order shall be made pro rata among the Revolving Loans of maturity;
the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (iiB) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two one but no more than five Business Days) ' prior written notice to the Administrative Agent; and (C) all such voluntary partial prepayments shall be, in the case of Eurodollar Loans, in an aggregate minimum amount of $[_______] and in an integral multiple of $[_______] and, in the case of Alternate Base Rate Loans, in an aggregate minimum amount of $[_______] and in an integral multiple of $[_______]; and
(iiiii) Swing Line Loans; provided that (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender not later than 2:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 [_______] and in an integral multiple of $[_______].
(b) On each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time pursuant to this Agreement), the Borrower shall make a multiple mandatory prepayment of Revolving Loans or Swing Line Loans (or both) and, if necessary, Cash Collateralize Letter of Credit Outstandings, in an aggregate amount equal to such excess.
(c) With respect to the Term Loans, on each Quarterly Payment Date occurring during the period commencing on the Closing Date through and including June 30, 2008, the Borrower shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term Loans in an aggregate amount equal to $312,500, and, on each Quarterly Payment Date occurring thereafter, the Borrower shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term Loans in an aggregate amount equal to $29,375,000 (in each case as such amounts may have been reduced pursuant to clause (b) of Section 3.1.2).
(d) Following the receipt by Holdings or any of its Subsidiaries of any Casualty Proceeds in excess of $1,000,000 (individually or in the remaining aggregate when taken together with all other Casualty Proceeds and all Net Disposition Proceeds) over the course of a Fiscal Year), the Borrower shall deliver to the Administrative Agent a calculation of the amount of such Casualty Proceeds and make a mandatory prepayment of the Term Loans in an amount equal to 100% of such Casualty Proceeds within 30 days of the receipt thereof to be applied as set forth in Section 3.1.2; provided that no mandatory prepayment on account of Casualty Proceeds shall be required under this clause if the Borrower informs the Administrative Agent in writing no later than 30 days following receipt of such Casualty Proceeds of its or such Subsidiary's good faith intention to apply such Casualty Proceeds to the rebuilding or replacement of the damaged, destroyed or condemned assets or property and the Borrower or such Subsidiary in fact uses such Casualty Proceeds to rebuild or replace such assets or property within 360 days following the receipt of such Casualty Proceeds, with the amount of such Casualty Proceeds unused after such 360-day period being applied to the repayment of Term Loans pursuant to Section 3.1.2; provided, further, that at any time when any Payment Default or Event of Default shall have occurred and be continuing, all Casualty Proceeds (together with Net Disposition Proceeds not applied as provided in clause (e) below) shall be deposited in an account maintained with the Administrative Agent to pay for such rebuilding, replacement or use whenever no Payment Default or Event of Default is then continuing or except as otherwise agreed to by the Administrative Agent for disbursement at the request of the Borrower or such Subsidiary, as the case may be.
(e) Following the receipt by Holdings or any of its Subsidiaries of any Net Disposition Proceeds in excess of $1,000,000 (individually or in the aggregate when taken together with all other Net Disposition Proceeds and all Casualty Proceeds) over the course of a Fiscal Year), the Borrower shall deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds and make a mandatory prepayment of the Term Loans in an amount equal to 100% of such Net Disposition Proceeds within one Business Day of the receipt thereof to be applied as set forth in Section 3.1.2; provided that no mandatory prepayment on account of Net Disposition Proceeds shall be required under this clause (e) either (i) if the Borrower informs the Administrative Agent in writing promptly following the receipt of such Net Disposition Proceeds of its or such Subsidiary's good faith intention to reinvest such Net Disposition Proceeds in assets or property that will be used or useful in its business and the Borrower or such Subsidiary in fact so reinvests such Net Disposition Proceeds within 360 days following the receipt of such Net Disposition Proceeds, with the amount of such Net Disposition Proceeds not so reinvested after such 360-day period being applied to the repayment of Term Loans pursuant to Section 3.1.2 or (ii) to the extent of the outstanding aggregate principal amount of the Bridge Loans, if such Net Disposition Proceeds are in respect of the AmerCable Disposition, so long as such Net Disposition Proceeds are applied to repay the Bridge Loans being prepaid)or, if the Merger Closing Date has not yet then occurred, deposited in an account maintained with the Administrative Agent pending application to repayment of the Bridge Loans on the Merger Closing Date; andprovided further that at any time when any Payment Default or Event of Default shall have occurred and be continuing, all Net Disposition Proceeds (together with Casualty Proceeds not applied as provided in clause (d) above) shall be deposited in an account maintained with the Administrative Agent to be so used whenever no Payment Default or Event of Default is then continuing or except as otherwise agreed to by the Administrative Agent for disbursement at the request of the Borrower.
(f) No later than five Business Days following the delivery of its annual audited financial reports required pursuant to clause (b) shallof Section 7.1.1, immediately the Borrower shall deliver to the Agents a calculation of the Excess Cash Flow for the Fiscal Year then last ended and make a mandatory prepayment of the Term Loans in an amount equal to the applicable ECF Percentage of Excess Cash Flow (if any) for such Fiscal Year, to be applied as set forth in Section 3.1.2.
(g) Concurrently with the receipt by Holdings, the Borrower or any Subsidiary of any Net Debt Proceeds, the Borrower shall deliver to the Administrative Agent a calculation of the amount of such Net Debt Proceeds, and make a mandatory prepayment of the Term Loans in an amount equal to 100% of such Net Debt Proceeds to be applied as set forth in Section 3.1.2; provided that no such mandatory prepayment with respect to any such Net Debt Proceeds received after the Closing Date shall be required to the extent (but only to the extent) such Net Debt Proceeds are received from the issuance of Unsecured Transaction Debt and are used for purposes of paying or prepaying Bridge Loans.
(h) Concurrently with the receipt by Holdings of any Net Equity Proceeds, the Borrower shall deliver to the Administrative Agent a calculation of the amount of such Net Equity Proceeds and make a mandatory prepayment of the Term Loans in an amount equal to 50% of such Net Equity Proceeds to be applied as set forth in Section 3.1.2; provided that no such mandatory prepayment with respect to any such Net Equity Proceeds shall be required (i) to the extent such Net Equity Proceeds are used solely to repay or prepay outstanding Bridge Loans (together with all breakage costs and related fees and expenses (if any) payable under the Bridge Loan Agreement) or (ii) if the Leverage Ratio was less than 2.00:1 as of the last day of the most recent Fiscal Quarter for which a Compliance Certificate was delivered pursuant to clause (c) of Section 7.1.1.
(i) Immediately upon any acceleration of the Stated Maturity Date of the any Loans pursuant to Section 8.2 or 8.3 or Section 8.3, the mandatory repayment of Borrower shall repay all the Loans Loans, unless, pursuant to Section 9.28.3, repay only a portion of all Loansthe Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.
Appears in 1 contract
Repayments and Prepayments. The Borrower shall repay in full the Loans in fourteen equal semi-annual installments unpaid principal amount of each Revolving Credit Loan, and each Revolving Credit Loan shall mature, on the last day of each Interest Period, as set forth on Schedule II heretoStated Maturity Date. In additionPrior thereto, the Borrower
(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the any Loans; provided provided, however, that
(i) in the case of a prepayment of a LIBO Rate Loan, all such voluntary prepayments shall require at least three (3) but no more than five (5) Business Days' prior written notice to the Administrative Agent (which notice is irrevocable);
(ii) any such prepayment shall be made pro rata among all Loans and applied in inverse order of maturity;
(ii) all such voluntary prepayments shall require at least three Business Days (orthe same type and, if such prepayment is to be made on applicable, having the last day of an same Interest Period for the Loans, two Business Days) prior written notice to the Administrative AgentPeriod; and
(iii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 250,000 and a an integral multiple of $1,000,000 50,000;
(b) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to Section 2.2, make a mandatory prepayment (which shall be applied (or held for application, as the remaining case may be) by each Lender first to the payment of the aggregate unpaid principal amount of those Loans then outstanding and then to the payment of the then Letter of Credit Outstandings) equal to the excess, if any, of the aggregate outstanding principal amount of all Loans being prepaid)and Letter of Credit Outstandings over the Commitment Amount as so reduced;
(c) shall make prepayments as specified in Section 3.1.2; and
(bd) shall, immediately upon any acceleration of the Stated Maturity Date of the Loans pursuant to Section 8.2 9.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.29.3, repay all Loans, unless, pursuant to Section 9.3, only a portion of all Loans is so accelerated. Each payment or prepayment of any Loans made pursuant to this Section shall be without premium or penalty, penalty except as may be required by Section 4.45.4, provided that and shall be applied, to the extent of such prepayment. No voluntary prepayment of principal of any Loans or any prepayment under this Agreement shall be made subject to payment by the Borrower pursuant to the Administrative Agent preceding clause (for the account of the FEC Counterpartyc) of shall cause a reduction in any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereofCommitment Amount.
Appears in 1 contract
Samples: Credit Agreement (Bargo Energy Co)
Repayments and Prepayments. The Borrower Borrowers shall jointly and severally repay in full the entire unpaid principal amount of the Second-Lien Loans in fourteen equal semi-annual installments on the last day Stated Maturity Date. Prior thereto, payments and prepayments of each Interest Period, Second-Lien Loans shall or may be made jointly and severally by the Borrowers as set forth on Schedule II hereto. In additionbelow, subject, in each case to the Borrowerextent applicable, to the terms of the Intercreditor Agreement, Section 3.1.3 and the last sentence of this Section 3.1.1.
(a) may, from From time to time on any Business Day, each Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Second-Lien Loans; provided that
provided, however, that (iA) any such prepayment of the Second-Lien Loans shall be made pro rata among the Second-Lien Loans having the same Interest Period (to be applied as set forth in Section 3.1.2) (B) (i) all such voluntary prepayments of Base Rate Loans shall require at least one Business Days' prior written notice to the Administrative Agent and applied in inverse order of maturity;
(ii) all such voluntary prepayments of LIBO Rate Loans shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) ' prior written notice to the Administrative Agent; and
and (iiiC) all such voluntary partial prepayments shall be be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $10,000,000 1,000,000 and a an integral multiple of $1,000,000 (or and, in the remaining case of Base Rate Loans, in an aggregate minimum amount of the Loans being prepaid); and$500,000 and an integral multiple of $100,000.
(b) Immediately upon any Change in Control, the Borrowers, jointly and severally, agree to repay the Second-Lien Loans, in an amount equal to 101% of the principal amount of the Second-Lien Loans so repaid; provided that, (i) in the event such Change of Control results in an event of default under the First-Lien Facility which is not waived, cured or otherwise satisfied, no such repayment shall be required until such time as all Indebtedness under the First-Lien Facility has been repaid in full or cash collateralized (all in accordance with the terms thereof) and (ii) any Lender may, by delivering a notice to the Administrative Agent, elect not to have any portion of its pro rata share of the Second-Lien Loans so repaid; provided, further that, for purposes of clause (i) above, no such waiver, cure or other satisfaction in respect of the First-Lien Facility shall, immediately without the consent of the Lenders, result in any waiver or other satisfaction of the Borrowers' obligations under this clause (b).
(c) The Borrowers shall, following the receipt by Holdings, either Borrower or any of their respective Subsidiaries of any Casualty Proceeds in excess of $250,000 (individually or in the aggregate (when taken together with all other Casualty Proceeds)) over the course of a Fiscal Year, deliver to the Arrangers a calculation of the amount of such Casualty Proceeds and jointly and severally make a mandatory prepayment of the Second-Lien Loans in an amount equal to 100% of such Casualty Proceeds within 30 days of the receipt thereof to be applied as set forth in Section 3.1.2; provided, however, that no mandatory prepayment on account of Casualty Proceeds shall be required under this clause if the Borrowers inform the Arrangers in writing no later than 30 days following the occurrence of the Casualty Event resulting in such Casualty Proceeds of their or such Subsidiary's good faith intention to apply such Casualty Proceeds to (x) the rebuilding or replacement of the damaged, destroyed or condemned assets or property or (y) the acquisition of long-term assets that are necessary or useful in the operation of the Borrowers' and their respective Subsidiaries' business activities in accordance with Section 7.2.1, and the Borrowers or such Subsidiary in fact uses such Casualty Proceeds to rebuild or replace such assets or property or acquire such long-term assets within 360 days following the receipt of such Casualty Proceeds, with the amount of such Casualty Proceeds unused after such 360-day period being applied to the Second-Lien Loans pursuant to Section 3.1.2; provided, further, however, that (i) at any time when any Specified Default shall have occurred and be continuing, all Casualty Proceeds shall be deposited in an account maintained with the Administrative Agent to pay for such rebuilding, replacement or acquisition whenever no Specified Default is then continuing or except as otherwise agreed to by the Arrangers for disbursement at the request of the Borrowers or such Subsidiary, as the case may be, or (ii) if all such Casualty Proceeds aggregating in excess of $250,000 have not yet been applied as described in the notice required above, all such Casualty Proceeds shall be deposited in an account maintained with the Administrative Agent for disbursement at the request of the Borrowers or such Subsidiary, as the case may be, to be used for the purpose(s) set forth in such written notice(s).
(d) The Borrowers shall, following the receipt by Holdings, either Borrower or any of their respective Subsidiaries of any Net Disposition Proceeds in excess of $250,000 (individually or in the aggregate (when taken together with all other Net Disposition Proceeds)) over the course of a Fiscal Year, deliver to the Arrangers a calculation of the amount of such Net Disposition Proceeds and jointly and severally make a mandatory prepayment of the Second-Lien Loans in an amount equal to 100% of such Net Disposition Proceeds within one Business Day of the receipt thereof to be applied as set forth in Section 3.1.2; provided, however, that no mandatory prepayment on account of Net Disposition Proceeds shall be required under this clause if the Borrowers inform the Arrangers in writing no later than one Business Day following the receipt of such Net Disposition Proceeds of their or such Subsidiary's good faith intention to apply such Net Disposition Proceeds to (x) the replacement of the assets or property that was the subject of the Disposition that resulted in such Net Disposition Proceeds or (y) the acquisition of long-term assets that are necessary or useful in the operation of the Borrowers' and their respective Subsidiaries' business activities in accordance with Section 7.2.1, and the Borrowers or such Subsidiary in fact uses such Net Disposition Proceeds to replace such assets or property or acquire such long-term assets within 360 days following the receipt of such Net Disposition Proceeds, with the amount of such Net Disposition Proceeds unused after such 360-day period being applied to the Second-Lien Loans pursuant to Section 3.1.2; provided, further, however, that (i) at any time when any Specified Default shall have occurred and be continuing, all Net Disposition Proceeds shall be deposited in an account maintained with the Administrative Agent to pay for such replacement or acquisition whenever no Specified Default is then continuing or except as otherwise agreed to by the Arrangers for disbursement at the request of the Borrowers or such Subsidiary, as the case may be, or (ii) if all such Net Disposition Proceeds aggregating in excess of $250,000 have not been applied as described in the notice required above, all such Net Disposition Proceeds shall be deposited in an account maintained with the Administrative Agent for disbursement at the request of the Borrowers or such Subsidiary, as the case may be, to be used for the purpose(s) set forth in such written notice(s).
(e) Concurrently with the receipt by Holdings, either Borrower or any of their respective Subsidiaries of any Net Debt Proceeds, the Borrowers shall deliver to the Arrangers a calculation of the amount of such Net Debt Proceeds, as the case may be, and jointly and severally make a mandatory prepayment of the Second-Lien Loans in an amount equal to 100% of such Net Debt Proceeds, to be applied as set forth in Section 3.1.2.
(f) The Borrowers shall, no later than five Business Days following the delivery by Holdings of its annual audited financial reports required pursuant to clause (c) of Section 7.1.1 (beginning with the financial reports delivered in respect of the 2004 Fiscal Year), deliver to the Arrangers a calculation of the Excess Cash Flow for the Fiscal Year last ended and jointly and severally make a mandatory prepayment of the Second-Lien Loans in an amount equal to 50% of the Excess Cash Flow (if any) for such Fiscal Year, to be applied as set forth in Section 3.1.2.
(g) Immediately upon any acceleration of the Stated Maturity Date of the Loans pursuant to Section 8.2 or 8.3 or Section 8.3, the mandatory repayment of Borrowers shall jointly and severally repay all the Loans Second-Lien Loans, unless, pursuant to Section 9.28.3, repay only a portion of all Loansthe Second-Lien Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of any Second-Lien Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 3.1.3 and Section 4.4. Any term or provision of this Section 3.1.1 to the contrary notwithstanding, provided that any prepayment under this Agreement of Second-Lien Loans required pursuant to clauses (c), (d), (e) or (f) hereof shall be made subject to payment reduced, on a dollar-for-dollar basis, by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of any corresponding mandatory prepayment as may be required to be made, at any time or from time to time, under the FEC Break Costs and reasonably detailed calculations thereofFirst-Lien Facility; provided that in the event such mandatory prepayment under the First-Lien Facility is made in respect of revolving loans or other First-Lien Obligations under a revolving loan commitment, such dollar-for-dollar reduction shall only be applicable to the extent such revolving loan commitment has likewise been reduced on a dollar-for-dollar basis.
Appears in 1 contract
