Supplemental Purchase Price. Anything contained in this Section 9 to the contrary notwithstanding, in the event that (i) the purchasing Term Claimholders receive all or a portion of any prepayment premium, make-whole obligation or early termination fee payable pursuant to the ABL Documents in cash, (ii) all ABL Debt purchased by such purchasing Term Claimholders including principal, interest and fees thereon and costs and expenses of collection thereof (including reasonable attorneys’ fees and legal expenses), is repaid in full in cash, and (iii) the ABL Credit Agreement is terminated, in each case, within 180 days following the date on which the purchasing Term Claimholders pay the purchase price described above in Section 9.3, then, within three Business Days after receipt by such applicable Term Claimholders of such amounts, the purchasing Term Claimholders shall pay a supplemental purchase price to the ABL Agent, for the benefit of the ABL Claimholders, in respect of their purchase under this Section 9 in an amount equal to the portion of the prepayment premium, make- whole obligation or early termination fee received by the purchasing Term Claimholders to which the ABL Claimholders would have been entitled to receive had the purchase under this Section 9 not occurred. 9.5
Supplemental Purchase Price. As soon as reasonably practical after SI's audited Total Revenue Statements for the 12 month period ending November 30, 1998 are available, a Supplemental Purchase Price shall be determined in accordance with the following formula: SPP= (NTR - BTR) X0.5
Supplemental Purchase Price. The Supplemental Purchase Price payable by Buyer to Seller at the Supplemental Closing under Section 3(d) of the Purchase Agreement shall be as set forth on Exhibit B to this Ninth Amendment.
Supplemental Purchase Price. 63 9.5 Resignation ....................................................................................................................... 63 SECTION 10. ABL PURCHASE OPTION. ........................................................................................... 63 10.1
Supplemental Purchase Price. 64 10.5 Resignation ....................................................................................................................... 65 - iii - Exhibits: Exhibit A – Form of Additional Joinder Agreement Exhibit B – Form of Grantor Joinder Agreement Schedules: Schedule 1 – Notice Provisions INTERCREDITOR AGREEMENT This INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of December 6, 2021, and entered into by and between CITIBANK, N.A., in its capacities as administrative agent for the lenders and collateral agent for the secured parties under the ABL Documents, including its successors and assigns in such capacities from time to time (the “Initial ABL Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely in its capacity as (i) trustee under the Indenture, including its successors and assigns from time to time (in such capacity, the “Initial Term Representative”), and (ii) priority lien collateral agent under the Term Intercreditor Agreement, including its successors and assigns from time to time (in such capacity, the “Initial Term Agent”), and following the execution of an Additional Joinder Agreement, each Additional Term Agent and Additional Term Representative. Capitalized terms used in this Agreement not defined in this Preamble or in the Recitals below have the meanings assigned to them in Section 1 below. RECITALS Warrior Met Coal, Inc., a Delaware corporation (“Holdings”), Warrior Met Coal Intermediate Holdco, LLC, a Delaware limited liability company (“Intermediate Holdco”), Warrior Met Coal Gas, LLC, a Delaware limited liability company (“WMC Gas”), Warrior Met Coal Mining, LLC, a Delaware limited liability company (“WMC Mining”), Warrior Met Coal TRI, LLC, a Delaware limited liability company (“WMC Tri”), Warrior Met Coal BC, LLC, a Delaware limited Liability company (“WMC BC”), WMC Blue Creek Holdco, Inc., a Delaware corporation (“Blue Creek”), Warrior Met Coal Land, LLC, a Delaware limited liability company “(WMC Land”), Warrior Met Coal WV, LLC, a Delaware limited liability company (“WMC WV”), and Warrior Met Coal LA, LLC, a Delaware limited liability company (“WMC LA”, and together with Holdings, Intermediate Holdco, WMC Gas, WMC Mining, WMC Tri, WMC BC, Blue Creek, WMC Land and WMC WV, the “ABL Borrowers”), each guarantor party thereto, each lender from time to time party thereto, the Initial ABL Agent, Citibank, N.A., as Swingline Lender, and Citibank, N.A. and Credit Suisse AG, Cayman Islan...
Supplemental Purchase Price. Anything contained in this Section 10 to the contrary notwithstanding, in the event that (i) the purchasing ABL Claimholders receive all or a portion of any prepayment premium, make-whole obligation or early termination fee payable pursuant to the Term Documents in cash, (ii) all Term Debt purchased by such purchasing ABL Claimholders including principal, interest and fees thereon and costs and expenses of collection thereof (including reasonable attorneys’ fees and legal expenses), is repaid in full in cash, and (iii) the Term Credit Facility Agreement is terminated, in each case, within 180 days following the date on which the purchasing ABL Claimholders pay the purchase price described above in Section 10.3, then, within three Business Days after receipt by such applicable ABL Claimholders of such amounts, the purchasing ABL Claimholders shall pay a supplemental purchase price to the Term Agent, for the benefit of the Term Claimholders, in respect of their purchase under this Section 10 in an amount equal to the portion of the prepayment
Supplemental Purchase Price. Following completion of the Closing, Purchaser shall deliver to each Seller on or prior to the seventh day following the Closing Date (or the next succeeding Business Day if such day is not a Business Day) the supplemental purchase price allocable to such Seller as set forth on Schedule 2.6 (the "Supplemental Purchase Price") by wire transfer of immediately available funds to an account designated by such Seller.
Supplemental Purchase Price. If Buyer has not obtained all of the Supplemental Approvals on or prior to the Closing but each of the Supplemental Approvals is thereafter obtained on or prior to the Supplemental Approvals Outside Date (the date on which all Supplemental Approvals have been obtained, if any, the “Supplemental Approval Date”; provided that the Supplemental Approval Date shall be deemed to have occurred for all purposes hereunder if a Change of Control or Commencement of Construction has occurred on or prior to the Supplemental Approvals Outside Date), then on the date that is 10 business days following the Supplemental Approval Date or such other date as may be agreed by Seller and Buyer (the “Supplemental Approval Closing Date”):
(a) Buyer shall pay, in cash by wire transfer of immediately available funds, the Supplemental Cash Purchase Price to the bank account designated by Seller in writing at least three business days prior to the Supplemental Approval Closing Date; and
(b) Buyer shall issue and deliver to Seller a number of Buyer Common Shares (rounded up to the nearest whole number of limited liability company interests or shares, as applicable) in book-entry form equal to (i) the Supplemental Share Purchase Price minus (ii) (x) in the event the Supplemental Approval Closing Date occurs prior to the Release Date, the Supplemental Share Indemnity Escrow Amount, or (y) in the event the Supplemental Approval Closing Date occurs on or after the Release Date, the Supplemental Indemnification Shortfall Amount calculated in accordance with Section 9.08(d) (the “Supplemental Share Closing Date Payment”); provided, however, that (A) if Buyer has not consummated a Buyer IPO on or prior to the Supplemental Approval Date, Buyer shall have the option to elect, in lieu of paying the amount referred to in the foregoing clause (a), to issue and deliver to Seller a number of Buyer Common Shares (rounded up to the nearest whole number of limited liability company interests) in book entry form equal to the Optional Supplemental Share Purchase Price and (B) if Buyer has consummated a Buyer IPO prior to the Supplemental Approval Date, the number of Buyer Common Shares to be issued pursuant to Section 2.04(b) (and the number of Buyer Common Shares comprising the Supplemental Share Indemnity Escrow Amount or Supplemental Indemnification Shortfall Amount, as applicable) shall be appropriately adjusted to give effect to the provisions of Section 2.02(a), as if the Buyer Common Shares to be...
Supplemental Purchase Price. 4.2.1 The Buyer shall pay the Seller a supplemental purchase price in value equal to the sum of the calculation while using the formula in this Section 4.2 (the “Supplemental Purchase Price”). The Supplemental Purchase Price shall be calculated according to the following formula: [6.0 x (PBT 2015 + PBT 2016)] – (Initial Purchase Price + Holdback Amount) 2
4.2.2 If the calculation of the Supplemental Purchase Price results in an amount less than zero, the Supplemental Purchase Price shall be deemed to be zero, and there shall be no requirement for the Seller to repay such negative amount.
Supplemental Purchase Price. To the extent that Discount Collections received during a Determination Period in respect of Purchased Receivables denominated in a particular Agreed Currency exceed the aggregate of the amounts due and payable by the Master Purchaser on the Settlement Date immediately following such Determination Period in accordance with paragraphs (a) to (c) of the applicable Master Purchaser Priority of Payments relating to payments in that Agreed Currency, then the Master Purchaser shall (subject to having funds available for such purpose in accordance with the applicable Master Purchaser Priority of Payments relating to payments in that Agreed Currency) pay to each Seller, that Seller’s Seller Proportion of the amount of such excess by way of additional purchase price for the Purchased Receivables that have collected (such amounts payable being Supplemental Purchase Price).
