Mandatory Prepayments and Commitment Reductions Sample Clauses: 649 Samples

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if any Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.

Appears in 1 contract

Sources: Credit Agreement (Alliance Laundry Corp)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless~~ If any Capital Stock shall be issued by Holdings or any Group Member (other than (i) any issuances to management of any Group Member or to the ~~Required Prepayment Lenders shall otherwise agree and without prejudice~~ Permitted Investors or to ~~Section 7.2~~other holders of Capital Stock of Holdings as of the Closing Date (or Affiliates thereof), if (ii) pursuant to any ~~Indebtedness is incurred after the date hereof~~ Permitted Acquisitions, (iii) any equity contributions to any Subsidiary of Holdings made by ~~Holdings, the Borrower~~ Holdings or any of its other Subsidiaries and (iv) additional issuances of Holdings Capital Stock up to $2,000,000), an amount equal to the lesser of (A) 50% of the Net Cash Proceeds thereof and (B) an amount of Net Cash Proceeds thereof that will result in the Consolidated Leverage Ratio not exceeding 2.25:1.00 (calculated on a pro forma basis as of the last day of the most recently completed period of four fiscal quarters for which financial statements are available, but giving effect to any prepayment under this Section 2.9) shall be applied on the date of such issuance toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e); provided, that the foregoing percentage shall be reduced to 0% if the Consolidated Leverage Ratio as of the last day of the most recently completed period of four fiscal quarters for which financial statements are available is not greater than 2.25:1.00. Notwithstanding the foregoing provisions of this Section 2.9(a), so long as no Default or Event of Default shall have occurred and be continuing, no mandatory repayment shall be required pursuant to this Section 2.9(a) until the date on which the sum of (i) the Net Cash Proceeds required to be applied as mandatory repayments pursuant to this Section 2.9(a) in the absence of this sentence plus (ii) the Net Cash Proceeds required to be applied as mandatory repayments pursuant to Section 2.9(c) in the absence of the last sentence in said Section 2.9(c), equals or exceeds $5,000,000. (b) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section ~~7.2 as in effect on the date of this Agreement~~7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such ~~issuance or~~ incurrence toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.9(e). (bc) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member shall receive Net Cash Proceeds from any Asset Sale, German Subsidiaries Asset Sale, ▇▇▇ ▇▇▇▇ Asset Sale or Recovery Event (other than with respect to the assets and Capital Stock of any Unrestricted Subsidiary) then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.9(e); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales ~~(other than Asset Sales in connection with the Ripon Transition)~~ and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $~~5,000,000~~ 2,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (provided that the transactions described in clause (iii) shall not be subject to this clause (ii)) shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.9(e) and (iii) ~~for purposes~~ (A) in the event of ~~this Section 2.12(b)~~a German Subsidiaries Asset Sale, the lesser of (x) the greater of (I) $10,000,000 (or if less, Net Cash Proceeds therefrom) and (II) 50% of the Net Cash Proceeds ~~of any~~ from such German Subsidiaries Asset Sale ~~pursuant~~ and (y) an amount of Net Cash Proceeds therefrom that will result in the Consolidated Leverage Ratio not exceeding 2.25:1.00 (calculated on a pro forma basis as of the last day of the most recently completed period of four fiscal quarters for which financial statements are available but giving effect to any prepayment under this Section ~~7.5(k~~2.9) ~~shall be equal to~~ and (B) in the event of an ▇▇▇ ▇▇▇▇ Asset Sale, the lesser of (Ax) the ~~amount~~ greater of ~~such~~ (I) $5,000,000 (or if less, Net Cash Proceeds therefrom) and (BII) ~~the aggregate amount~~ 50% of ~~Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall~~ the Net Cash Proceeds from such ▇▇▇ ▇▇▇▇ Asset Sale and (y) an amount of ~~all Asset Sales~~ Net Cash Proceeds therefrom that will result in ~~respect~~ the Consolidated Leverage Ratio not exceeding 2.25:1.00 (calculated on a pro forma basis as of the ~~Capital Stock~~ last day of the most recently completed period of four fiscal quarters for which financial statements are available but giving effect to any ~~Foreign Subsidiary~~ prepayment under this Section 2.9), as the case may be, shall be applied on the date of receipt toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e); provided that if the Consolidated Leverage Ratio does not exceed 2.25:1.00 as of the last day of the most recently completed period of four fiscal quarters for ~~purposes~~ which financial statements are available, in the event of a German Subsidiaries Asset Sale or an ▇▇▇ ▇▇▇▇ Asset Sale, no prepayment of the Term Loans or reduction of the Revolving Commitments under this Section 2.9(c) shall be required. Notwithstanding the foregoing provisions of this Section ~~2.12(b~~2.9(c), so long as no Default or Event of Default shall have occurred and be continuing, no mandatory repayments shall be required pursuant to this Section 2.9(c) ~~exceed~~ until the ~~aggregate amount~~ date on which the sum of ~~Investments made by Holdings~~(i) the Net Cash Proceeds required to be applied as mandatory repayments pursuant to Section 2.9(a) in the absence of the last sentence in said Section 2.9(a) plus (ii) the Net Cash Proceeds required to be applied as mandatory repayments pursuant to this Section 2.9(c) in the absence of this sentence, ~~the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date~~equals or exceeds $5,000,000. (cd) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~If, for any fiscal year of the Borrower commencing with the fiscal year ~~in which the Effective Date occurs~~ending December 31, 2004 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.9(e). Each such prepayment and commitment reduction shall be made on a date (an "“Excess Cash Flow Application Date"”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (de) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to ~~this~~ Section 2.9 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 2.15(b) and payment of accrued interest on the Term Loans so prepaid and, second, to reduce permanently the Revolving ~~Credit Commitments~~Commitments up to $5,000,000 and pay accrued interest on Revolving Loans prepaid pursuant to Section 2.9. Any such reduction of the Revolving ~~Credit~~ Commitments shall be accompanied by prepayment of the Revolving ~~Credit Loans and/or Swing Line~~ Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving ~~Credit~~ Commitments as so reduced, provided that if the aggregate principal amount of Revolving ~~Credit Loans and Swing Line~~ Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the ~~Lenders~~ Secured Parties on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to ~~this~~ Section 2.9 shall be ~~made first~~ made, first, to ~~Base Rate~~ ABR Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under ~~this~~ Section 2.9 (except in the case of Revolving ~~Credit~~ Loans that are ~~Base Rate Loans and Swing Line~~ ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Educate Inc)

Mandatory Prepayments and Commitment Reductions. (a) Unless the ~~Required Prepayment~~ Majority Facility Lenders of each affected Facility shall otherwise agree with the Borrower not to require such a prepayment of the Term Loans, (i) if any Capital Stock shall be issued by the Borrower or any of its Subsidiaries for cash (other than the issuance by the Borrower of Capital Stock to directors, officers or employees or to consultants pursuant to any stock option plan of the Borrower or any Subsidiary the Net Cash Proceeds of which shall not exceed in the aggregate $5,000,000 in any fiscal year unless such issuance is made pursuant to the employee stock purchase plan of the Borrower existing on the Closing Date (as it may be amended, modified, supplemented or replaced so long as after giving effect to any such amendment, modification, supplement or replacement, the eligible participants under such plan are not substantially different)), and ~~without prejudice~~ the Consolidated Leverage Ratio at such time is greater than 2.75, an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans as set forth in Section ~~7.2~~2.12(d), or (ii) if any Indebtedness is shall be incurred ~~after the date hereof~~ by ~~Holdings,~~ the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section ~~7.2 as in effect on the date of this Agreement),~~ 7.2) an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section 2.12(d). (b) Unless the ~~Required Prepayment~~ Majority Facility Lenders of each affected Facility shall otherwise ~~agree~~agree with the Borrower not to require such a prepayment of the Term Loans, if on any date ~~Holdings,~~ the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section 2.12(d); ~~provided,~~ provided that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section 2.12(d~~) and (iii) for purposes of this Section 2.12(b~~), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the ~~Required Prepayment~~ Majority Facility Lenders of each affected Facility shall otherwise ~~agree~~agree with the Borrower not to require such a prepayment of the Term Loans, if, for any fiscal year of the Borrower commencing with the fiscal year ~~in which the Effective Date occurs~~ending December 31, 2003, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ~~ECF~~ Excess Cash Flow Percentage of such Excess Cash Flow toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section 2.12(d). Each such prepayment ~~and commitment reduction~~ shall be made on a date (an "Excess Cash Flow Application Date") no later than ~~five~~ 5 Business Days after ~~the earlier of (i)~~ the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are ~~required to be~~ delivered to the ~~Lenders and (ii) the date such financial statements are actually delivered~~Lenders. (d) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments ~~and Commitment reductions~~ made pursuant to this Section 2.12 shall be ~~applied, first,~~ applied to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative AgentLoans. The application of any prepayment pursuant to ~~this~~ Section 2.12 shall be ~~made first~~ made, first, to ~~Base Rate~~ ABR Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Term Loans under ~~this~~ Section ~~(except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans)~~ 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Conmed Corp)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ If any Indebtedness is shall be incurred ~~after the date hereof~~ by ~~Holdings, the Borrower~~ any Loan Party or ~~any of~~ its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 ~~as in effect~~ excluding Section 7.2(ii)(a)) then on the date of ~~this Agreement)~~such incurrence, the Term Loans shall be prepaid and the Revolving Credit Loans shall be reduced (without a permanent reduction in the Revolving Credit Commitments) by an amount equal to ~~100%~~ the amount of the Net Cash Proceeds ~~thereof shall be applied on the date~~ of such ~~issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d)~~incurrence. (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings,~~ the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100%~~ on the date of receipt by the Borrower or such Subsidiary of such Net Cash ~~Proceeds shall be applied on such fifth Business Day toward the prepayment of~~ Proceeds, the Term Loans shall be prepaid, and the Revolving Loans shall be reduced (without a permanent reduction of in the Revolving Credit ~~Commitments as set forth in Section 2.12(d)~~Commitments) by an amount equal to the amount of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment ~~Date,~~ Date the Term Loans shall be prepaid and the Revolving Credit Loans shall be reduced (without a permanent reduction in the Revolving Credit Commitments) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment ~~Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes~~ Event. The provisions of this Section ~~2.12(b),~~ do not constitute a consent to the ~~Net Cash Proceeds~~ consummation of any ~~Asset Sale pursuant to~~ Disposition not permitted by Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date7.5. (c) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~If, for any fiscal year of the Borrower commencing with the fiscal year ~~in which the Effective Date occurs~~ending December 31, 2007, there shall be Excess Cash Flow, ~~the Borrower shall~~then, on the relevant Excess Cash Flow Application Date, ~~apply~~ the Term Loans shall be prepaid and the Revolving Credit Loans shall be reduced (without a permanent reduction in the Revolving Credit Commitments) by an amount not less than $0 equal to (i) the ECF Percentage of such Excess Cash Flow ~~toward~~ minus (ii) the ~~prepayment~~ amount of all optional prepayments of the Term Loans during the year for which Excess Cash Flow was calculated, to the extent such prepayment was financed with internally generated cash and not with the ~~reduction~~ proceeds of ~~the Revolving Credit Commitments as set forth in Section 2.12(d)~~Indebtedness or Capital Stock. Each such prepayment ~~and commitment reduction~~ and/or repayment shall be made on a date (an "“Excess Cash Flow Application Date"”) no later than five ~~Business Days~~ days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (di) ~~Subject to Section 2.18~~The Borrower shall prepay the outstanding principal amount of the Dollar Revolving Credit Loans on any date on which the aggregate amount of such Loans, ~~amounts to be applied~~ together the aggregate amount of Dollar L/C Obligations and Dollar Swing Line Loans exceeds the Total Dollar Revolving Credit Commitments, in ~~connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first,~~ the amount of such excess. If after giving effect to the prepayment of ~~the Term Loans and, second, to reduce permanently the~~ all outstanding Dollar Revolving Credit ~~Commitments. Any such reduction~~ Loans, the aggregate amount of Dollar L/C Obligations plus the aggregate amount of Swing Line Loans exceeds the Total Dollar Revolving Credit Commitments then in effect, the Borrower shall ~~be accompanied by prepayment of the Revolving Credit Loans and/or~~ prepay all outstanding Dollar Swing Line ~~Loans~~ Loans, then cash collateralize Dollar L/C Obligations by depositing, pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the ~~extent~~Administrative Agent, cash with the Administrative Agent in an amount equal to the positive difference, if any, ~~that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if~~ between the aggregate ~~principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the~~ amount of such ~~excess (because~~ Dollar L/C Obligations ~~constitute a portion thereof),~~ and the ~~Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of~~ Total Dollar Revolving Credit ~~and/or deposit an amount~~ Commitments then in ~~cash in a cash collateral account established with the~~ effect. The Administrative Agent shall establish in its name for the benefit of the applicable Revolving Credit Lenders a cash collateral account (the “Collateral Account”) into which it shall deposit such cash (or such cash described in clause (ii) below) to hold as collateral security for the Dollar L/C Obligations or Multicurrency L/C Obligations, as applicable. (ii) The Borrower and each Foreign Borrower shall prepay the outstanding principal amount of the Multicurrency Revolving Credit Loans on ~~terms~~ any date on which the aggregate Effective Amount of such Loans, together the aggregate Effective Amount of Multicurrency L/C Obligations and ~~conditions~~ Euro Swing Line Loans exceeds the Total Multicurrency Revolving Credit Commitments, in the amount of such excess. If after giving effect to the prepayment of all outstanding Multicurrency Revolving Credit Loans, the aggregate Effective Amount of Multicurrency L/C plus the aggregate amount of Euro Swing Line Loans exceeds the Total Multicurrency Revolving Credit Commitments then in effect, the Borrower and each Foreign Borrower shall prepay all outstanding Euro Swing Line Loans, then shall cash collateralize Multicurrency L/C Obligations by depositing, pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent~~. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (~~, cash with the Administrative Agent in ~~a manner,~~ an amount equal to the ~~extent practicable and permitted hereunder~~positive difference, ~~which minimizes amounts payable under Section 2.21 as a result~~ if any, between the Effective Amount of such ~~prepayment). Each prepayment~~ Multicurrency L/C Obligations and the Total Multicurrency Revolving Credit Commitments then in effect. (iii) The German Borrower shall prepay the outstanding principal amount of the ~~Loans under this Section (except in the case of~~ German Revolving Credit Loans ~~that are Base Rate~~ on any date on which the aggregate Effective Amount of such Loans, together the aggregate Effective Amount of German L/C Obligations and Effective Amount of German Swing Line Loans ~~and~~ exceeds the aggregate German Revolving Credit Commitments, in the amount of such excess. If after giving effect to the prepayment of all outstanding German Revolving Credit Loans, the aggregate Effective Amount of German L/C Obligations plus the aggregate Effective Amount of German Swing Line Loans exceeds the aggregate German Revolving Credit Commitments then in effect, the German Borrower shall prepay all outstanding German Swing Line Loans~~) shall~~ , then cash collateralize German L/C Obligations by depositing, pursuant to a cash collateral agreement to be ~~accompanied by accrued interest~~ entered into in form and substance reasonably satisfactory to the ~~date~~ Administrative Agent, cash with the Administrative Agent in an amount equal to the positive difference, if any, between the Effective Amount of such ~~prepayment on the amount prepaid. (e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section,~~ German L/C Obligations and the ~~rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~aggregate German Revolving Credit Commitments then in

Appears in 1 contract

Sources: Credit Agreement (Bucyrus International Inc)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ If any Indebtedness is shall be incurred ~~after the date hereof~~ by ~~Holdings, the Borrower~~ any Loan Party or ~~any of~~ its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the ~~date of this Agreement), an amount equal~~ Closing Date (other than Indebtedness incurred pursuant to ~~100% of~~ clause (f) thereof in circumstances where clause (vii) thereof requires the Net Cash Proceeds ~~thereof shall~~ of such Indebtedness to be applied pursuant to this Section 2.12(a)), then on the date of such issuance or ~~incurrence toward the prepayment of~~ incurrence, the Term Loans ~~and the reduction of~~ shall be prepaid, and/or the Revolving Credit Commitments shall be reduced, by an amount equal to the amount of the Net Cash Proceeds of such issuance or incurrence, as set forth in Section 2.12(d). The provisions of this Section do not constitute a consent to the incurrence of any Indebtedness by the US Borrower or any of its Subsidiaries. (ba) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings,~~ the US Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100%~~ on the date of receipt by the US Borrower or such Subsidiary of such Net Cash ~~Proceeds shall be applied on such fifth Business Day toward the prepayment of~~ Proceeds, the Term Loans ~~and the reduction of~~ shall be prepaid, and/or the Revolving Credit Commitments shall be reduced, by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales ~~(other than Asset Sales in connection with the Ripon Transition)~~ and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $~~5,000,000~~ 20,000,000 in any fiscal year of the ~~Borrower,~~ US Borrower and (ii) on each Reinvestment Prepayment Date, the Term Loans shall be prepaid, and/or the Revolving Credit Commitments shall be reduced, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment ~~Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b)~~Event, the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). ~~Each such prepayment and commitment reduction shall be made on~~ The provisions of this Section do not constitute a ~~date~~ consent to the consummation of any Disposition not permitted by Section 7.5 (~~an "~~b) On each Excess Cash Flow Application Date~~") no later than five Business Days after~~ , if there shall be Excess Cash Flow for the ~~earlier of (i)~~ related Excess Cash Flow Period, the ~~date on which~~ Term Loans shall be prepaid and/or the ~~financial statements~~ Revolving Credit Commitments shall be reduced, by an amount equal to the ECF Percentage of the ~~Borrower referred to~~ Adjusted Excess Cash Flow for such Excess Cash Flow Period, as set forth in Section ~~6.1(a~~2.12(d)~~, for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered~~. (dc) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments ~~and~~ and/or Commitment reductions made pursuant to clauses (a), (b) and (c) of this Section 2.12 shall be applied, first, to the prepayment of the Term Loans in accordance with the requirements of Section 2.18(b) and, second, pro rata to reduce permanently the ~~Revolving Credit~~ US Dollar RCF Commitments and the Dual Currency RCF Commitments. Any such reduction of the ~~Revolving Credit~~ US Dollar RCF Commitments or the Dual Currency RCF Commitments shall be accompanied by the prepayment of the ~~Revolving Credit~~ US Dollar RCF Loans, Swing Line Loans and/or ~~Swing Line~~ Dual Currency RCF Loans to the extent, if any, that the Total ~~Revolving~~ US Dollar RCF Extensions of Credit or the Total Dual Currency RCF Extensions of Credit, as the case may be, exceed the amount of the Total ~~Revolving Credit~~ US Dollar RCF Commitments or the Total Dual Currency RCF Commitments, as the case may be, as so reduced, ; provided that if the aggregate ~~principal amount~~ Principal Amount of ~~Revolving Credit~~ US Dollar RCF Loans and Swing Line Loans or Dual Currency RCF Loans, as the case may be, then outstanding is less than the amount of such excess (because US Dollar RCF L/C Obligations or Dual Currency RCF L/C Obligations, as the case may be, constitute a portion thereof), the US Borrower or the Canadian Borrower, as applicable, shall, to the extent of the balance of such excess, replace outstanding US Dollar RCF Letters of Credit or Dual Currency RCF Letters of Credit, as the case may be, and/or deposit an amount in cash (in the relevant currency) in a Cash Collateral Account established with the Administrative Agent or the Canadian Agent, as the case may be, for the benefit of the Secured Parties on terms and conditions satisfactory to the Administrative Agent or the Canadian Agent, as the case may be. (d) If the US Dollar RCF Extensions of Credit exceed the Total US Dollar RCF Commitments at any time, the US Borrower shall, without notice or demand, immediately repay such of its outstanding US Dollar RCF Loans and/or Swing Line Loans in an aggregate principal amount such that, after giving effect thereto, the US Dollar RCF Extensions of Credit do not exceed the Total US Dollar RCF Commitments, together with interest accrued to the date of such payment or prepayment on the principal so prepaid and any amounts payable under Section 2.21 in connection therewith; provided that, if the aggregate principal amount of US Dollar RCF Loans then outstanding is less than the Total US Dollar RCF Commitments (because US Dollar RCF L/C Obligations constitute a portion of US Dollar RCF Extensions of Credit), the US Borrower shall, to the extent of the balance of such excess (the “US Dollar RCF Excess Amount”), replace outstanding US Dollar RCF Letters of Credit and/or deposit an amount in ~~cash~~ Dollars and in immediately available funds into a ~~cash collateral account established with~~ Cash Collateral Account; provided, further that, if the Administrative Agent ~~for~~ determines (i) that the ~~benefit~~ total amount of funds on deposit in the ~~Lenders on terms and conditions satisfactory~~ Cash Collateral Account is less than the US Dollar RCF Excess Amount, the US Borrower shall forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in such account, an amount equal to the excess of (A) the US Dollar RCF Excess Amount over (B) the total amount of funds, if any, held in such account or (ii) that the US Dollar RCF Excess Amount has been reduced to zero (or less than zero), the amount of funds on deposit in the Cash Collateral Account shall be released and returned to the US Borrower. ~~The application of any prepayment pursuant to~~ Any prepayments required by this Section 2.12(e) shall be ~~made~~ applied first to outstanding Base Rate ~~Loans and second~~ Loans, up to the full amount of each thereof, before they are applied to Eurodollar Loans. (e) Subject to Section 2.12(g), if the Dual Currency RCF Extensions of Credit exceed the Total Dual Currency RCF Commitments at any time, the US Borrower and/or the Canadian Borrower shall, without notice or demand, immediately repay such of its outstanding Dual Currency RCF Loans (in ~~a manner~~an aggregate principal amount such that, after giving effect thereto, the Dual Currency RCF Extensions of Credit do not exceed the Total Dual Currency RCF Commitments, together with interest accrued to the ~~extent practicable~~ date of such payment or prepayment on the principal so prepaid and ~~permitted hereunder, which minimizes~~ any amounts payable under Section 2.21 as in connection therewith; provided that, if the aggregate Principal Amount of Dual Currency RCF Loans then outstanding is less than the Total Dual Currency RCF Commitments (because Dual Currency RCF L/C Obligations constitute a ~~result~~ portion of Dual Currency RCF Extensions of Credit), the Canadian Borrower shall, to the extent of the balance of such ~~prepayment~~excess (the “Dual Currency RCF Excess Amount”), replace outstanding Dual Currency RCF Letters of Credit and/or deposit an amount in Canadian Dollars and in immediately available funds into a Cash Collateral Account; provided, further that, if the Canadian Agent determines (i) that the total amount of funds on deposit in the Cash Collateral Account is less than the Dual Currency RCF Excess Amount, the Canadian Borrower shall forthwith upon demand by the Canadian Agent, pay to the Canadian Agent, as additional funds to be deposited and held in such account, an amount equal to the excess of (A) the Dual Currency RCF Excess Amount over (B) the total amount of funds, if any, held in such account or (ii) that the Dual Currency RCF Excess Amount has been reduced to zero (or less than zero), the amount of funds on deposit in the Cash Collateral Account shall be released and returned to the Canadian Borrower. ~~Each prepayment of the Loans under~~ Any prepayments required by this Section ~~(except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans~~2.12(f) shall be ~~accompanied~~ applied first to outstanding Base Rate Loans, up to the full amount of each thereof, before they are applied to Eurodollar Loans, BA Loans and/or BA Equivalent Loans. (f) If, due to any prepayment required pursuant to Section 2.12 it is necessary to repay BA Loans or BA Equivalent Loans prior to the maturity thereof, the Canadian Borrower will not be required to repay such BA Loans or BA Equivalent Loans until the maturity thereof, provided, however, that at the request of the Canadian Agent, the Canadian Borrower shall forthwith pay to the Canadian Agent for deposit into a Cash Collateral Account maintained by ~~accrued~~ and in the name of the Canadian Agent, as agent for and on behalf of the Dual Currency RCF Lenders (and the Canadian Borrower will grant to the Canadian Agent, for the ratable benefit of the Dual Currency RCF Lenders, a continuing security interest in all amounts at any time on deposit in such Cash Collateral Account to secure the amount of each such BA Loan or BA Equivalent Loan required to be prepaid), an amount equal to the principal amount to otherwise be prepaid, to be held by the Canadian Agent for set-off against future Obligations owing by the Canadian Borrower in respect of such BA Loans or BA Equivalent Loans and, pending such application, such amount will bear interest at the rate declared by the Canadian Agent from time to time as that payable by it in respect of deposits for such amount and for the period from the date of ~~such prepayment on~~ deposit to the ~~amount prepaid. (e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights~~ end of the ~~Lenders in respect thereof, are subject to the provisions~~ date of ~~Section 2.18~~maturity of each such BA Loan or BA Equivalent Loan.

Appears in 1 contract

Sources: Credit Agreement (LKQ Corp)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ If any Indebtedness is shall be incurred ~~after the date hereof~~ by ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member (excluding any Indebtedness ~~incurred~~ permitted in accordance with Section 7.2 as (other than any Permitted Refinancing Indebtedness in ~~effect on~~ respect of the ~~date of this Agreement~~Facilities)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such ~~issuance or~~ incurrence toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~2.11(d); provided that prepayments pursuant to this Section 2.11(a) shall be accompanied by any fees payable with respect thereto pursuant to Section 2.10(b). (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof ~~within five Business Days thereafter,~~ 100% of such Net Cash Proceeds shall be applied on within five Business Days after such ~~fifth Business Day~~ date toward the prepayment of the Term B Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term B Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d) and (iii) for purposes of this Section 2.12(b~~2.11(d), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (ca) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~If, for any fiscal year of the Parent Borrower commencing with the first full fiscal year ~~in which~~ after the ~~Effective Date occurs~~Closing Date, there shall be Excess Cash Flow, the Parent Borrower shall, on the relevant Excess Cash Flow Application Date, apply toward the prepayment of the Term B Loans as set forth in Section 2.11(d) the excess of (x) the ECF Percentage of such Excess Cash Flow ~~toward~~ over (y) the ~~prepayment~~ sum of (I) the aggregate principal amount of any (x) Term Loans and Revolving Loans (including under any Incremental Facilities) prepaid pursuant to Section 2.10, plus (II) the aggregate principal amount of any Incremental Equivalent Debt, Replacement Loans and/or any other Indebtedness permitted to be incurred pursuant to Sections 7.2 and 7.3 in each case to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Term B Loans, voluntarily prepaid, repurchased, redeemed or otherwise retired (or contractually committed to be prepaid, repurchased, redeemed or otherwise retired), plus (III) the amount of any reduction in the outstanding amount of any Term Loans, Incremental Equivalent Debt, Replacement Loan and/or any other Indebtedness permitted to be incurred pursuant to Sections 7.2 and 7.3 in each case to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Term B Loans, resulting from any purchase or assignment made in accordance with Sections 2.25 and 10.6(e) of this Agreement (including in connection with any Dutch Auction) (with respect to Term Loans) and any equivalent provisions with respect to any such Incremental Equivalent Debt, such Replacement Loans and/or such other Indebtedness, but only to the extent of the ~~Revolving Credit Commitments as set forth~~ actual price paid in cash by the applicable Borrower in connection with such purchase or assignment, in each case of clauses (I)-(III), (A) excluding any such payments, prepayments and expenditures made during such fiscal year that reduced the amount required to be prepaid pursuant to this Section ~~2.12(d~~2.11(c) in the prior fiscal year, (B) in the case of any prepayment of revolving Indebtedness, only to the extent accompanied by a permanent reduction in the relevant commitments and (C) to the extent that such payments, prepayments and expenditures were not financed with the proceeds of other long-term funded Indebtedness (other than revolving Indebtedness) of the Parent Borrower or its Restricted Subsidiaries; provided that, with respect to each fiscal year, a prepayment shall only be required under this Section 2.11(c) if the applicable prepayment under this Section 2.11(c) for such fiscal year is greater than $5,000,000 (the “ECF Threshold”); provided further that only amounts in excess of the ECF Threshold shall be required to be applied to prepay Term Loans under this Section 2.11(c). Each such prepayment ~~and commitment reduction~~ shall be made on a date (an "“Excess Cash Flow Application Date"”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Parent Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (db) Subject to Section ~~2.18~~2.11(g), amounts to be applied in connection with prepayments ~~and Commitment reductions~~ made pursuant to this Section 2.11 shall be ~~applied, first,~~ applied to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereofin accordance with Section 2.17(b), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section 2.11 shall be made ~~first to Base Rate Loans and second to Eurodollar Loans (in a manner~~first, to ~~the extent practicable and permitted hereunder~~ABR Loans and, ~~which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~second, to EurodollarTerm Benchmark Loans. Each prepayment of the Loans under this Section ~~(except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans)~~ 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (ec) ~~Any~~ With respect to any prepayment ~~of Loans and/or reduction of Commitments~~ pursuant to this ~~Section~~Section 2.11 of Term B Loans and, unless otherwise specified in the applicable Incremental Facility Activation Notice, other Term Loans, any Term Lender, at its option, may elect not to accept such prepayment. The Parent Borrower shall notify the Administrative Agent of any event giving rise to a prepayment under this Section 2.11 at least three Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment that is required to be made under this Section 2.11. Any Lender may decline to accept all (but not less than all) of its share of any such prepayment (the “Declined Amount”) by providing written notice to the Administrative Agent no later than two Business Days after the date of such L▇▇▇▇▇’s receipt of notice from the Administrative Agent regarding such prepayment. If the Lender does not give a notice to the Administrative Agent on or prior to such second Business Day informing the Administrative Agent that it declines to accept the applicable prepayment, then such Lender will be deemed to have accepted such prepayment. Such L▇▇▇▇▇’s Declined Amount may be retained by the Parent Borrower. (d) Notwithstanding any other provisions of this Section 2.11, to the extent any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary, the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary or Excess Cash Flow attributable to Foreign Subsidiaries, are prohibited or delayed by any applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Parent Borrower or any applicable Domestic Subsidiary or if the Parent Borrower has determined in good faith that repatriation of any such amount to the Parent Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences (including a material acceleration of the point in time when such earnings would otherwise be taxed) with respect to such amount, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay the Term Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Parent Borrower or the applicable Domestic Subsidiary, or the Parent Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the ~~rights~~ applicable local law or the Parent Borrower determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the ~~Lenders~~ Term Loans pursuant to this Section 2.11 (provided that no such prepayment of the Term Loans pursuant to this Section 2.11 shall be required in the case of any such Net Cash Proceeds or Excess Cash Flow the repatriation of which the Parent Borrower believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to a Reinvestment Notice (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), the Parent Borrower applies an amount equal to the amount of such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Parent Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary). (e) Additional Pari Passu Indebtedness may share in any mandatory prepayment under this Section 2.11 (other than any mandatory prepayment under Section 2.11(a) with respect to Permitted Refinancing Indebtedness in respect ~~thereof~~of the Facilities) on a ratable basis (but, ~~are subject~~ for the avoidance of doubt, not on a greater than pro rata basis) to the ~~provisions~~ extent such prepayment is required under the terms of such Additional Pari Passu Indebtedness and such prepayment shall reduce, without duplication, the amount of any prepayment of Term Loans otherwise required under this Section ~~2.18~~2.11. (f) If for any reason (other than currency fluctuations) the aggregate Revolving Extensions of Credit of all Lenders under the Revolving Facility at any time exceeds the aggregate Revolving Commitments under the Revolving Facility, promptly following written notice from the Administrative Agent to the Parent Borrower, the applicable Borrower shall prepay or cause to be promptly prepaid the Revolving Loans or Swingline Loans or cash collateralize the outstanding Letters of Credit in an aggregate amount equal to such excess. (g) On the last Business Day of each fiscal quarter, or at such other time as is reasonably determined by the Administrative Agent, the Administrative Agent shall determine the Dollar Equivalent of the aggregate outstanding Revolving Extensions of Credit. If, at the time of such determination, the aggregate outstanding Revolving Extensions of Credit exceed the Revolving Commitments then in effect by 5% or more, then within five Business Days of written notice to the Parent Borrower, the applicable Borrower shall prepay Revolving Loans or Swingline Loans or cash collateralize the outstanding Letters of Credit in an aggregate principal amount at least equal to such excess; provided that the failure of the Administrative Agent to determine the Dollar Equivalent of the aggregate outstanding Revolving Extensions of Credit as provided in this Section 2.11(i) shall not subject the Administrative Agent to any liability hereunder.

Appears in 1 contract

Sources: Credit Agreement (Ultra Clean Holdings, Inc.)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if any Indebtedness is incurred~~ If after the ~~date hereof~~ Closing Date any Capital Stock shall be sold or issued by Holdings, the ~~Borrower~~ Company or any of its Subsidiaries (including, without limitation, any sales pursuant to the exercise of warrants, but excluding (i) any issuance of common stock in payment of interest under the Seller Note, (ii) any Permitted Employee Stock Issuances, to the extent the proceeds of such Permitted Employee Stock Issuances are contributed by Holdings to the Company and (iii) the issuance of common stock of Holdings as a part of the consideration for the Exchange Offer and the Merger), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied within three Business Days after the date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans and Acceptances and the reduction of the Revolving Credit Commitments as set forth in Section 6.3(e). (b) If after the Closing Date any Indebtedness shall be issued or incurred by Holdings, the Company or any of its Subsidiaries (excluding any Indebtedness (other than Indebtedness evidenced by High Yield Notes) incurred in accordance with Section ~~7.2~~ 10.2 as in effect on the date of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on within three Business Days after the date of such issuance or incurrence toward the prepayment of the Term Loans and the Acceptances and the reduction of the Revolving Credit Commitments (or, if required by Section 6.3(e), reduction of the Tranche B-1 Term Loan Commitments and the Tranche C-1 Term Loan Commitments) as set forth in Section 6.3(e). (c) If after the Closing Date the Company or any of its Subsidiaries (other than the Canadian Borrower or any of its Subsidiaries) shall receive Net Cash Proceeds from any Asset Sale (including, without limitation, any Net Cash Proceeds from any Dispositions permitted by clauses (e) and (f) of Section 10.6 to the extent such proceeds exceed $225,000,000 in the aggregate) or Recovery Event, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the U.S. Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section ~~2.12(d~~6.3(f)~~. (b) Unless~~ . If after the ~~Required Prepayment Lenders shall otherwise agree, if on any date Holdings,~~ Closing Date the Canadian Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery ~~Event then~~Event, ~~unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter,~~ an amount equal to 100% of such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the Total Aggregate Canadian Term ~~Loans~~ Loan Outstandings and the permanent reduction of the ~~Revolving Credit Commitments~~ Canadian Facility Maximum Amount as set forth in Section ~~2.12(d~~6.3(g)~~; provided, that, notwithstanding~~ . Notwithstanding the foregoing, (i) no such prepayment or reduction shall be required in respect of Asset Sales for which the ~~aggregate~~ Net Cash Proceeds ~~of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000~~ in any fiscal year of aggregate up to (but do not exceed) $5,000,000 (in the ~~Borrower~~aggregate for the Company and its Subsidiaries, including the Canadian Borrower and its Subsidiaries) and (ii) no such prepayment or reduction shall be required in respect of any Asset Sales or any Recovery Event if the Company delivers a Reinvestment Notice in respect of each such Asset Sale and Recovery Event; provided, that, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the ~~prepayment of the Term Loans~~ prepayments and ~~the reduction of the Revolving Credit Commitments as set forth in~~ reductions required by Section ~~2.12(d~~6.3(f) ~~and (iii) for purposes of this Section 2.12(b~~or 6.3(g), ~~the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k)~~ as applicable; and provided, further, that no Reinvestment Notice shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales required in respect of Asset Sales for which no prepayment is required pursuant to the ~~Capital Stock of any Foreign Subsidiary for purposes~~ foregoing clause (i) of this ~~Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date~~sentence. (cd) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~If, for any fiscal year of ~~the Borrower~~ Holdings commencing with the fiscal year ~~in which the Effective Date occurs~~ending August 31, ~~there~~ 1999, Holdings shall be have Excess Cash ~~Flow~~Flow (calculated without taking into account the Canadian Borrower and its Subsidiaries), the ~~Borrower~~ Company shall, on the relevant Excess Cash Flow Application Date, apply ~~the ECF Percentage~~ 75% of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section ~~2.12(d~~6.3(f). If, for any fiscal year of the Canadian Borrower commencing with the fiscal year ending August 31, 1999, the Canadian Borrower shall have Excess Cash Flow, the Canadian Borrower shall, on the relevant Excess Cash Flow Application Date, apply 75% of such Excess Cash Flow toward the prepayment of the Total Aggregate Canadian Term Loan Outstandings and the permanent reduction of the Canadian Facility Maximum Amount as set forth in Section 6.3(g). Each such prepayment and ~~commitment~~ reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five ~~Business Days~~ days after the earlier of (i) the date on which the financial statements of ~~the Borrower~~ Holdings referred to in Section ~~6.1(a~~9.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. Notwithstanding the foregoing, if for any fiscal year the Excess Cash Flow of one of the Canadian Borrower or Holdings (calculated without taking into account the Canadian Borrower and its Subsidiaries), as the case may be, is a negative number, and the Excess Cash Flow of the other such Person is a positive number, the amount of the prepayment and reduction required by this Section 6.3(d) in respect of the Company (if Holdings is the Person having positive Excess Cash Flow) or the Canadian Borrower (if the Canadian Borrower is the Person having positive Excess Cash Flow) for such fiscal year shall be reduced by the amount of the negative Excess Cash Flow of the other such Person for such fiscal year. (de) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to ~~this~~ Section 6.3(a) or 6.3(b) shall be applied, first, to the prepayment of the U.S. Term Loans and Total Aggregate Canadian Term Loan Outstandings, ratably in accordance with the outstanding amount of each Facility and, second, to reduce permanently the Revolving Credit Commitments. Notwithstanding the preceding sentence, any prepayment made pursuant to Section 6.3(b) with the Net Cash Proceeds of the High Yield Offering shall be applied, first, to prepay the Tranche B-1 Term Loans and the Tranche C-1 Term Loans, ratably in accordance with the outstanding amounts thereof (or, if the High Yield Offering is consummated prior to the Merger Date, such amount shall be applied to permanently reduce the Tranche B-1 Term Loan Commitments and the Tranche C-1 Term Loan Commitments) and, second, in accordance with the preceding sentence. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the aggregate Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Company shall not be required to reduce any outstanding Letters of Credit. The application of any such prepayment of U.S. Term Loans shall be made first to Base Rate Loans and second to LIBOR Loans. The application of any such prepayment to Total Aggregate Canadian Term Loan Outstandings shall be made first to Canadian Term Loans and second (but only on the maturity date thereof) to Acceptances. Each such prepayment of the Loans (except in the case of Revolving Credit Loans that are Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (f) Amounts to be applied in connection with prepayments and reductions made pursuant to Section 6.2(c), the first sentence of Section 6.3(c) or the first sentence of Section 6.3(d) shall be applied, first, to the prepayment of the U.S. Term Loans, ratably in accordance with the respective outstanding amounts of the Facilities, and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans ~~and/or Swing Line Loans~~ to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the ~~Total~~ aggregate Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit ~~Loans and Swing Line~~ Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the ~~Borrower shall,~~ Company shall not be required to ~~the extent of the balance of such excess, replace~~ reduce any outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative AgentCredit. The application of any such prepayment ~~pursuant to this Section~~ of U.S. Term Loans shall be made first to Base Rate Loans and second to ~~Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~LIBOR Loans. Each such prepayment of the Loans ~~under this Section~~ (except in the case of Revolving Credit Loans that are Base Rate ~~Loans and Swing Line~~ Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (eg) ~~Any~~ Amounts to be applied in connection with prepayments and reductions made pursuant to Section 6.2(c), the second sentence of Section 6.3(c) or the second sentence of Section 6.3(d) shall be applied to the reduction of the Total Aggregate Canadian Term Loan Outstandings and the simultaneous and automatic reduction in an equal amount of the Canadian Facility Maximum Amount. The application of any such prepayment to Total Aggregate Canadian Term Loan Outstandings shall be made first to Canadian Term Loans and second (but only on the maturity date thereof) to Acceptances. Each such prepayment of the Canadian Term Loans ~~and/or reduction~~ shall be accompanied by accrued interest to the date of ~~Commitments~~ such prepayment on the amount prepaid. (h) The amount of each prepayment of the Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans or Canadian Term Loans, as the case may be, required pursuant to this ~~Section, and~~ Section 6.3 shall be applied to reduce the ~~rights~~ then remaining installments of the ~~Lenders~~ Term Loans under the relevant Facility, pro rata based upon the then remaining outstanding principal amount of such installments. (i) Notwithstanding anything in ~~respect thereof~~Section 6.2(a), ~~are subject~~ Section 6.3(e) or Section 6.3(f) to the ~~provisions~~ contrary and provided that there are Tranche A Term Loans and/or Total Aggregate Canadian Term Loan Outstandings then outstanding, with respect to the amount of any optional prepayment described in Section ~~2.18.~~6.2(a) or mandatory prepayment described in Section 6.3 that is allocated to the Tranche B Term Loans or Tranche C Term Loans (such amounts,

Appears in 1 contract

Sources: Credit Agreement (Laidlaw Environmental Services Inc)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ If any Indebtedness is shall be issued or incurred ~~after~~ by the ~~date hereof by Holdings, the~~ Parent Borrower or any of its Subsidiaries (excluding any Indebtedness issued or incurred in accordance with Section ~~7.2 as in effect on the date of this Agreement~~7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied ~~on the date of~~ within five Business Days after such issuance or incurrence toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~2.12(ef). (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings,~~ the Parent Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from (i) any Asset Sale or (ii) any Recovery Event that, in the case of this clause (ii), yields net proceeds to the Parent Borrower or any of its Subsidiaries from any settlement or payment in excess of $10,000,000, then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be applied on within five Business Days after such ~~fifth Business Day~~ receipt toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~2.12(ef); ~~provided,~~ provided that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d) and (iii) for purposes of this Section 2.12(b~~2.12(ef), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) ~~Unless the Required Prepayment Lenders shall otherwise agree, if,~~ If for any fiscal year of the Parent Borrower commencing with the fiscal year ~~in which the Effective Date occurs~~ending December 31, 2020, there shall be Excess Cash Flow, the Parent Borrower shall, on the relevant Excess Cash Flow Application Date, apply ~~the ECF Percentage of such Excess Cash Flow~~ toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d)~~2.12(ef) an amount equal to (i) the Excess Cash Flow Percentage of such Excess Cash Flow minus (ii) the sum of (A) the aggregate amount of all optional prepayments of Term Loans made during such fiscal year pursuant to Section 2.11 to the extent not funded with the proceeds of long-term Indebtedness and (B) the aggregate amount of all optional prepayments of Revolving Credit Loans and Swingline Loans made during such fiscal year pursuant to Section 2.11 to the extent (x) not funded with the proceeds of long-term Indebtedness and (y) accompanying corresponding permanent reductions of the Revolving Credit Commitments. Each such prepayment ~~and commitment reduction~~ shall be made on a date (an "“Excess Cash Flow Application Date"”) no later than five ~~Business Days~~ days after the earlier of (i) the date on which the financial statements of the Parent Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are ~~actually~~ delivered. (d) ~~Subject to Section 2.18, amounts to be applied~~ To the extent that at any time (by virtue of changes in ~~connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to~~ the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that Exchange Rate or otherwise) (i) the Total USD Revolving Extensions of Credit under the USD Revolving Credit Facility or the Total Multicurrency Revolving Extensions of Credit under the Multicurrency Revolving Credit Facility (including the Dollar Equivalent of any such Revolving Extensions of Credit denominated in an Optional Currency) shall exceed ~~the amount of~~ the Total Revolving Credit Commitments ~~as so reduced, provided that if~~ under such Revolving Credit Facility then in effect or (ii) the aggregate outstanding principal amount of all Revolving Credit Loans ~~and Swing Line Loans then~~ to Foreign Subsidiary Borrowers (including the Dollar Equivalent of the aggregate outstanding ~~is less than the~~ principal amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except in the case of all Multicurrency Revolving Credit Loans ~~that are Base Rate Loans and Swing Line Loans~~denominated in an Optional Currency to Foreign Subsidiary Borrowers) shall ~~be accompanied by accrued interest~~ exceed $100,000,000, then, in each case, the Borrowers shall, within four Business Days, repay the Revolving Credit Loans under the applicable Revolving Credit Facility or Swingline Loans to ~~the date of~~ eliminate such ~~prepayment on the amount prepaid~~excess. (e) ~~Any prepayment of Loans and/or reduction of Commitments pursuant~~ With respect to ~~this Section~~each borrowing as to which a certificate is required to have been delivered under Section 5.2(c), if and ~~the rights of the Lenders in respect thereof, are subject~~ to the ~~provisions~~ extent the applicable Borrower has not applied the proceeds of ~~Section 2.18~~such borrowing for the purpose that has been specified in such certificate by the fifth Business Day following the date such borrowing is made, then on the next Business Day the applicable Borrower shall prepay such borrowing in an aggregate principal amount equal to the lesser of (i) such unused proceeds and (ii) the amount necessary to cause the aggregate amount of Available Cash to be less than or equal to $75,000,000 at the end of such Business Day.

Appears in 1 contract

Sources: Credit Agreement (Conmed Corp)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ If any Indebtedness ~~is incurred after the date hereof~~ shall be Incurred by ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member (~~excluding~~ other than any Indebtedness ~~incurred~~ permitted to be Incurred by any such Person in accordance with Section ~~7.2 as in effect on the date of this Agreement~~7.2), the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds thereof ~~shall be applied on~~ within one (1) Business Day after the ~~date~~ receipt of such ~~issuance or incurrence~~ proceeds toward the prepayment of the ~~Term~~ Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in clause (h) of this Section ~~2.12(d)~~2.11. (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, Subject to clause (ie) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree2.11, if, for any ~~fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs~~Excess Cash Flow Period, there shall be Excess Cash Flow, ~~the Borrower shall, on the relevant Excess Cash Flow Application Date, apply~~ an amount equal to (i) the ECF Percentage for such period of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and minus (ii) the ~~date such financial statements are actually delivered.~~greater of $10,500,000 and 10.0% of Consolidated EBITDA (determined on a Pro Forma Basis as of the most recently ended Test Period) minus (diii) ~~Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to~~ at the ~~prepayment~~ election of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower ~~shall~~Representative, to the extent (x) not funded with the proceeds of Indebtedness constituting “long term indebtedness” (or a comparable caption) under GAAP (other than Indebtedness in respect of any revolving credit facility) and (y) the Borrower elects not to have such amounts reduce Excess Cash Flow, the aggregate amount (without duplication) of (1) all voluntary prepayments by any Permitted Auction Purchaser (determined by the par value of the ~~balance of~~ Loans prepaid by such ~~excess, replace outstanding Letters of Credit and/or deposit an amount~~ Permitted Auction Purchaser and not the cash purchase price paid by such Permitted Auction Purchaser for such voluntary prepayments) pursuant to Section 2.10(c) and all make-whole or penalty payments made in cash in ~~a cash collateral account established with the Administrative Agent for the benefit~~ connection therewith, (2) voluntary prepayments of ~~the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate~~ Term Loans and ~~second to Eurodollar~~ Revolving Loans (~~in a manner~~but, ~~to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except~~ in the case of Revolving ~~Credit Loans that are Base Rate Loans and Swing Line~~ Loans~~) shall be accompanied by accrued interest~~ , only to the ~~date~~ extent of ~~such prepayment on~~ a concurrent and permanent reduction in the ~~amount prepaid.~~ Revolving Commitments) (~~e) Any prepayment of Loans and/or reduction of Commitments~~ including pursuant to ~~this Section~~Section 2.23), and all make-whole or penalty payments made in cash in connection therewith, and (3) voluntary prepayments and repurchases (determined by the ~~rights~~ par value and not the cash purchase price paid for such loan buyback) (including any “yanks” of non-consenting lenders thereunder) of Indebtedness (other than the ~~Lenders~~ Obligations), made by the Initial Borrower or any of its Restricted Subsidiaries, (4) Restricted Payments paid in cash, (5) cash payments in respect ~~thereof, are subject to the provisions~~ of ~~Section 2.18.~~Permitted Acquisitions and other Investments permitted hereunder (but excluding

Appears in 1 contract

Sources: Credit Agreement (Emerald Holding, Inc.)

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if any Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if If on any date ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member shall receive Net Cash Proceeds from any Asset Sale (other than a sale of Capital Stock of ACEP) or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the ~~Term~~ Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~3.2(b); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales ~~(other than Asset Sales in connection with the Ripon Transition)~~ and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of ~~the Borrower,~~ ACEP and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the ~~Term~~ Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~3.2(b); provided, that any such prepayment shall not constitute a reduction of the Commitments. (b) ~~and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds~~ The application of any ~~Asset Sale~~ prepayment pursuant to Section ~~7.5(k)~~ 3.2 shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to ~~the prepayment of the Term~~ Base Rate Loans and, second, to ~~reduce permanently~~ Eurodollar Loans. Each prepayment of the ~~Revolving Credit Commitments.~~ Loans under Section 3.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (c) Any ~~such~~ reduction of the ~~Revolving Credit~~ Commitments shall be accompanied by prepayment of the ~~Revolving Credit Loans and/or Swing Line~~ Loans to the extent, if any, that the Total ~~Revolving~~ Extensions of Credit exceed the amount of the Total ~~Revolving Credit~~ Commitments as so reduced, provided that if the aggregate principal amount of ~~Revolving Credit Loans and Swing Line~~ Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders in an amount equal to 105% of such balance of such excess and otherwise on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Stratosphere Leasing, LLC)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless~~ If, after the ~~Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2~~Closing Date, if any Indebtedness is shall be incurred ~~after the date hereof~~ by ~~Holdings,~~ the Borrower or any of its Restricted Subsidiaries (~~excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement~~other than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds ~~thereof~~ of such incurrence shall be applied on the date of such ~~issuance or~~ incurrence toward the prepayment of the ~~Term~~ Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~4.09(b). (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings,~~ the Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale which occurs after the Closing Date or from any Recovery Event which occurs after the Closing Date, then, unless a Reinvestment Notice shall be delivered in respect thereof ~~within five Business Days thereafter~~(the delivery of any Reinvestment Notice being subject to the provisions of Section 8.05(k)), ~~100% of~~ such Net Cash Proceeds shall be applied on within three Business Days after receipt of such ~~fifth Business Day~~ Net Cash Proceeds toward the prepayment of the ~~Term~~ Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~4.09(b); ~~provided,~~ provided that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales ~~(other than Asset Sales in connection with~~ which occur after the ~~Ripon Transition)~~ Closing Date, that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $~~5,000,000~~ 50,000,000 in any fiscal year of the ~~Borrower,~~ Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the ~~Term~~ Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d) and (iii) for purposes of this Section 2.12(b~~4.09(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) ~~Unless the Required Prepayment Lenders shall otherwise agree~~The Borrower shall, ~~if, for any fiscal year of the Borrower~~ commencing with the fiscal year ~~in which the Effective Date occurs~~ended December 29, ~~there shall be Excess Cash Flow, the Borrower shall~~2012, on ~~the relevant~~ each Excess Cash Flow Application Date, apply ~~the ECF Percentage of such Excess Cash Flow~~ toward the prepayment of the ~~Term Loans and the reduction of the Revolving Credit Commitments~~ Loans, as set forth in Section ~~2.12(d~~4.09(b), an amount (which amount shall not be less than zero) equal to the sum of (A) (x) the ECF Percentage of Adjusted Excess Cash Flow for the fiscal year minus (y) the aggregate amount of all prepayments of Revolving Loans (other than prepayments funded with proceeds of Indebtedness or the issuance of Capital Stock) during such fiscal year to the extent accompanying permanent optional reductions of the Revolving Commitments minus (z) the aggregate amount of all optional prepayments of Term Loans (other than prepayments funded with proceeds of Indebtedness or the issuance of Capital Stock) during such fiscal year plus (B) if the aggregate amount of Restricted Payments on the Borrower’s Capital Stock paid by the Borrower pursuant to Section 8.06(g) during such fiscal year is greater than an aggregate amount equal to the sum of (i) 70% of Excess Cash Flow of the Borrower for such fiscal year plus (ii) the Available Amount at the time such Restricted Payments were paid, an amount equal to such excess. Each such prepayment ~~and commitment reduction~~ shall be made on a date (an "“Excess Cash Flow Application Date"”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section ~~6.1(a~~7.01(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to ~~this~~ Section 4.03 shall be ~~made first~~ made, first, to Base Rate Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under ~~this~~ Section ~~(except in the case of Revolving Credit Loans that are Base Rate Loans~~ 4.03 shall be subject to Section 4.12 and ~~Swing Line Loans)~~ shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) ~~Any~~ The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans ~~and/or reduction of Commitments~~ required to be made pursuant to ~~this Section~~(i) Section 4.03(a) at least three Business Days prior to the date of such prepayment and (ii) Section 4.03(b) or (c) at least five Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each applicable Lender of the contents of the Borrower’s prepayment notice and of such Lender’s pro rata share or other applicable share of the prepayment. Each Term Lender may reject all or a portion of its pro rata share or other applicable share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to Section 4.03(b) or (c) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the ~~rights~~ Borrower no later than 5:00 p.m., New York City time, two (2) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the ~~Lenders in respect thereof, are subject~~ mandatory prepayment of Term Loans rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the ~~provisions~~ Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of ~~Section 2.18~~the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower.

Appears in 1 contract

Sources: Credit Agreement (Roundy's, Inc.)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if any Indebtedness is incurred~~ If after the ~~date hereof~~ Closing Date any Capital Stock shall be sold or issued by Holdings, the ~~Borrower~~ Company or any of its Subsidiaries (including, without limitation, any sales pursuant to the exercise of warrants, but excluding (i) any issuance of common stock in payment of interest under the Seller Note and (ii) any Permitted Employee Stock Issuances, to the extent the proceeds of such Permitted Employee Stock Issuances are contributed by Holdings to the Company), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied within three Business Days after the date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans and Acceptances and the reduction of the Revolving Credit Commitments as set forth in Section 6.3(e). (b) If after the Closing Date any Indebtedness shall be issued or incurred by Holdings, the Company or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section ~~7.2~~ 10.2 as in effect on the date of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on within three Business Days after the date of such issuance or incurrence toward the prepayment of the Term Loans and the Acceptances and the reduction of the Revolving Credit Commitments as set forth in Section 6.3(e). (c) If after the Closing Date the Company or any of its Subsidiaries (other than the Canadian Borrower or any of its Subsidiaries) shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section ~~2.12(d~~6.3(f)~~. (b) Unless~~ . If after the ~~Required Prepayment Lenders shall otherwise agree, if on any date Holdings,~~ Closing Date the Canadian Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery ~~Event then~~Event, ~~unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter,~~ an amount equal to 100% of such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the Total Aggregate Canadian Term ~~Loans~~ Loan Outstandings and the permanent reduction of the ~~Revolving Credit Commitments~~ Canadian Facility Maximum Amount as set forth in Section ~~2.12(d~~6.3(g)~~; provided, that, notwithstanding~~ . Notwithstanding the foregoing, (i) no such prepayment or reduction shall be required in respect of Asset Sales for which the ~~aggregate~~ Net Cash Proceeds in any fiscal year aggregate up to $2,000,000 and (ii) no such prepayment or reduction shall be required in respect of any Asset Sales (other than ~~Asset Sales~~ those described in ~~connection with the Ripon Transition) that may be excluded from~~ the foregoing ~~requirement pursuant to~~ clause (i)) or any Recovery Event if the Company delivers a Reinvestment Notice ~~shall not exceed $5,000,000~~ in ~~any fiscal year~~ respect of ~~the Borrower~~each such Asset Sale and Recovery Event; provided, ~~(ii)~~ that, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the ~~prepayment of the Term Loans~~ prepayments and ~~the reduction of the Revolving Credit Commitments as set forth in~~ reductions required by Section ~~2.12(d~~6.3 (f) ~~and~~ or 6.3 (~~iii) for purposes of this Section 2.12(b~~g), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Dateas applicable. (cd) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~If, for any fiscal year of ~~the Borrower~~ Holdings commencing with the fiscal year ~~in which the Effective Date occurs~~ending August 31, ~~there~~ 1998, Holdings shall be have Excess Cash ~~Flow~~Flow (calculated without taking into account the Canadian Borrower and its Subsidiaries), the ~~Borrower~~ Company shall, on the relevant Excess Cash Flow Application Date, apply ~~the ECF Percentage~~ 75% of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section ~~2.12(d~~6.3(f). If, for any fiscal year of the Canadian Borrower commencing with the fiscal year ending August 31, 1998, the Canadian Borrower shall have Excess Cash Flow, the Canadian Borrower shall, on the relevant Excess Cash Flow Application Date, apply 75% of such Excess Cash Flow toward the prepayment of the Total Aggregate Canadian Term Loan Outstandings and the permanent reduction of the Canadian Facility Maximum Amount as set forth in Section 6.3(g). Each such prepayment and ~~commitment~~ reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five ~~Business Days~~ days after the earlier of (i) the date on which the financial statements of ~~the Borrower~~ Holdings referred to in Section ~~6.1(a~~9.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. Notwithstanding the foregoing, if for any fiscal year the Excess Cash Flow of one of the Canadian Borrower or Holdings (calculated without taking into account the Canadian Borrower and its Subsidiaries), as the case may be, is a negative number, and the Excess Cash Flow of the other such Person is a positive number, the amount of the prepayment and reduction required by this Section 6.3(d) in respect of the Company (if Holdings is the Person having positive Excess Cash Flow) or the Canadian Borrower (if the Canadian Borrower is the Person having positive Excess Cash Flow) for such fiscal year shall be reduced by the amount of the negative Excess Cash Flow of the other such Person for such fiscal year. (de) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to ~~this~~ Section 6.3(a) or 6.3(b) shall be applied, first, to the prepayment of the U.S. Term Loans and Total Aggregate Canadian Term Loan Outstandings, ratably in accordance with the outstanding amount of each Facility and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the aggregate Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Company shall not be required to reduce any outstanding Letters of Credit. The application of any such prepayment of U.S. Term Loans shall be made first to Base Rate Loans and second to LIBOR Loans. The application of any such prepayment to Total Aggregate Canadian Term Loan Outstandings shall be made first to Canadian Term Loans and second (but only on the maturity date thereof) to Acceptances. Each such prepayment of the Loans (except in the case of Revolving Credit Loans that are Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (f) Amounts to be applied in connection with prepayments and reductions made pursuant to the first sentence of Section 6.3(c) or the first sentence of Section 6.3(d) shall be applied, first, to the prepayment of the U.S. Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans ~~and/or Swing Line Loans~~ to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the ~~Total~~ aggregate Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit ~~Loans and Swing Line~~ Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the ~~Borrower shall,~~ Company shall not be required to ~~the extent of the balance of such excess, replace~~ reduce any outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative AgentCredit. The application of any such prepayment ~~pursuant to this Section~~ of U.S. Term Loans shall be made first to Base Rate Loans and second to ~~Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~LIBOR Loans. Each such prepayment of the Loans ~~under this Section~~ (except in the case of Revolving Credit Loans that are Base Rate ~~Loans and Swing Line~~ Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (eg) ~~Any prepayment~~ Amounts to be applied in connection with prepayments and reductions made pursuant to the second sentence of ~~Loans and/or~~ Section 6.3(c) or the second sentence of Section 6.3(d) shall be applied to the reduction of ~~Commitments pursuant to this Section,~~ the Total Aggregate Canadian Term Loan Outstandings and the ~~rights~~ simultaneous and automatic reduction in an equal amount of ~~the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~the

Appears in 1 contract

Sources: Credit Agreement (Laidlaw Environmental Services Inc)

Mandatory Prepayments and Commitment Reductions. Following the Effective Date (aor, in the case of clause (iv) ~~Unless~~ below, following the ~~Required Prepayment Lenders~~ end of the Certain Funds Period), unused outstanding Commitments shall ~~otherwise agree~~ be reduced and ~~without prejudice~~ outstanding Advances of a Class shall be prepaid, in each case, on a Sterling-for-Sterling basis (with amounts received in non-Sterling currencies to ~~Section 7.2, if any Indebtedness is incurred after the date hereof~~ be converted by ~~Holdings,~~ the Borrower ~~or any~~ to the Sterling Equivalent for purposes of ~~its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect~~ this calculation) on the date of (in the case of a reduction of Commitments) or within five Business Days of (in the case of a prepayment of Advances) receipt by any member of the Reporting Group of any Net Proceeds (or in the case of clause (i)(y) below, Commitments) referred to in this ~~Agreement)~~paragraph (d) (or, in the case of clause (iv) below, as provided in such clause) by or with an amount equal to to: (i) (x) 100% of the Net ~~Cash~~ Proceeds received (including into an Escrow Account) by such member of the Reporting Group from the incurrence of Debt (excluding (A) intercompany debt among members of the Reporting Group, (B) borrowings under the Borrower’s Existing Credit Agreement or any revolving facility in replacement thereof ~~shall be applied on~~ in an amount up to US$2,000,000,000, (C) any other ordinary course borrowings under existing working capital or overdraft facilities, (D) issuances of commercial paper, (E) purchase money indebtedness incurred in the ordinary course of business, (F) indebtedness with respect to capital leases incurred in the ordinary course of business and Capitalized Lease Obligations incurred in connection with the leasing of satellite transponders, (G) Debt of the Borrower incurred to refinance, repurchase, repay, redeem or defease the Borrower’s Debt in respect of its $350 million 7.25% Senior Debentures due May 18, 2018, $250 million 8.25% Senior Debentures due August 10, 2018 and/or $700 million of 6.90% Senior Notes due March 1, 2019, in each case, to the extent such Debt is scheduled to mature within twelve months of the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.incurrence,

Appears in 1 contract

Sources: Bridge Credit Agreement

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless~~ The Borrower ----------------------------------------------- shall make mandatory prepayment of the ~~Required Prepayment Lenders shall otherwise agree~~ Term Loan and ~~without prejudice~~ permanent reductions in the Aggregate Total Commitment and the Aggregate Revolving Credit Commitment in amounts equal to ~~Section 7.2~~the following: (i) commencing with the Borrower's fiscal year ending December 31, ~~if any Indebtedness is incurred after~~ 2001, seventy five percent (75%) of the Excess Cash Flow for each fiscal year of the Borrower to be paid on or before the earlier of (A) the date ~~hereof~~ on which the Agent receives the annual audit report required by ~~Holdings~~Section 6.1(a) with respect to such fiscal year and (B) the date the Borrower is required to deliver such financial statements for such fiscal year; provided, however, ----------------- that no mandatory prepayment or Commitment reduction shall be made under this Section 2.9(a)(i) with respect to any fiscal year of the Borrower for which the year-end Total Leverage Ratio is less than 2.5 to 1.0; (ii) concurrently with the receipt thereof by the Borrower or any of its ~~Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement)~~Subsidiaries, ~~an amount equal to~~ 100% of the aggregate Net ~~Cash~~ Available Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from realized upon any Asset ~~Sale or Recovery Event then~~Disposition, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the ~~Reinvestment Prepayment Amount with respect~~ extent the Net Available Proceeds realized for such Asset Disposition, when added to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net ~~Cash~~ Available Proceeds ~~of any~~ realized upon other Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries Dispositions in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any same fiscal year of the Borrower ~~commencing with the fiscal year in which the Effective Date occurs~~exceed $500,000; provided, ~~there shall be Excess Cash Flow~~however, ~~the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the~~ -------- ------- that no mandatory prepayment ~~of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment~~ or Commitment reduction shall be made ~~on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in~~ under this Section ~~6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered~~ 2.9 to the ~~Lenders~~ extent that, the facts and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such ~~excess (because L/C Obligations constitute a portion thereof)~~Asset Dispositions are disclosed as required by Section 6.1(iv) and, within 360 days after the receipt of the Net Available Proceeds, the Borrower ~~shall~~applies such Net Available Proceeds towards the acquisition of a controlling interest in another business, to the ~~extent~~ making of a capital expenditure or the acquisition of other long- term assets, in each case, in the same or a similar line of business as the Borrower was engaged in on the date hereof; and (iii) concurrently with the receipt thereof by the Borrower or any Subsidiary of the ~~balance of such excess~~Borrower, ~~replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit~~ 100% of the ~~Lenders~~ net proceeds realized upon the sale or series of sales or issuance of (A) any common stock, preferred stock, partnership interest, limited liability company membership interest, warrant or other equity (whether through a public offering or a private sale) by the Borrower or such Subsidiary or (B) any Indebtedness not permitted by Section 6.11 (other than net proceeds resulting from the refinancing of the Senior Subordinated Notes on terms and conditions satisfactory to the ~~Administrative Agent. The application~~ Lenders). (b) Mandatory prepayments payable under this Section 2.9 shall be applied to the extent thereof in the following order: (i) first, to installments of the Term Loan due in the inverse order of maturity; and (ii) second, after payment in full of the Term Loan, then to reduction of the Aggregate Revolving Credit Commitment. (c) Any prepayment of the Term Loan or any ~~prepayment~~ reduction in the Aggregate Revolving Credit Commitment pursuant to this Section 2.9 or otherwise shall ~~be made first to Base Rate Loans~~ ratably reduce, as applicable, the amounts outstanding under the Term Loan Commitment and ~~second to Eurodollar Loans (in a manner, to~~ the ~~extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except in the case of~~ Revolving Credit ~~Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date~~ Commitment of ~~such prepayment on the amount prepaid~~each Lender. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Luiginos Inc)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ If any Indebtedness is shall be incurred ~~after the date hereof~~ by ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member (excluding (i) any Indebtedness incurred in accordance with Sections 7.2(a) through (e), and (ii) any Indebtedness incurred under Section ~~7.2 as~~ 7.2(f) in ~~effect on~~ connection with an acquisition of new Borrowing Base Properties or Mortgage Notes to be included in the ~~date~~ computation of ~~this Agreement~~Borrowing Base Value which are permitted by Section 7.8(g), but including all other Indebtedness incurred in accordance with Section 7.2(f)), an amount equal to ~~100~~50% of the Net Cash Proceeds thereof shall be applied on the date of such ~~issuance or~~ incurrence toward the prepayment of the Term Loans and ~~the reduction of the~~ Revolving ~~Credit Commitments~~ Loans as set forth in Section ~~2.12(d~~2.11(d). (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be have been delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100~~50% of such Net Cash Proceeds shall be applied on within five (5) Business Days of such ~~fifth Business Day~~ date toward the prepayment of the Term Loans and ~~the reduction of the~~ Revolving ~~Credit Commitments~~ Loans as set forth in Section ~~2.12(d~~2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales ~~(other than Asset Sales in connection with the Ripon Transition)~~ that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $~~5,000,000~~ 50,000,000 in any fiscal year of the Borrower, (ii) if such Net Cash Proceeds are not reinvested within five (5) Business Days of the date such Net Cash Proceeds are received, the Borrower shall apply such Net Cash Proceeds within five (5) Business Days of the date of receipt to the repayment of the Revolving Credit Loans (without any corresponding reduction of the Revolving Commitments), (iii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the ~~reduction of the~~ Revolving ~~Credit Commitments~~ Loans as set forth in Section ~~2.12(d) and (iii) for purposes of this Section 2.12(b~~2.11(d), and to the extent that the Borrower has applied Net Cash Proceeds to the repayment of ~~any Asset Sale~~ Revolving Loans pursuant to ~~Section 7.5(k~~clause (ii) above, the Borrower shall ~~be equal to the lesser of (A)~~ reborrow Revolving Loans in the amount of the Reinvestment Prepayment Amount and apply such ~~Net Cash Proceeds~~ proceeds to the prepayment of Term Loans and ~~(B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries~~ Revolving Loans as set forth in ~~the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this~~ Section ~~2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date~~2.11(d). (c) ~~Unless the Required Prepayment Lenders~~ The Borrower shall ~~otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall,~~ repay all outstanding Term Loans on the ~~relevant Excess Cash Flow Application~~ Term Loan Maturity Date~~, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term~~ . The Borrower shall repay all outstanding Revolving Loans ~~and the reduction of~~ on the Revolving ~~Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application~~ Termination Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments ~~and Commitment reductions~~ made pursuant to ~~this~~ Section 2.11 (other than the Net Cash Proceeds from the incurrence of Indebtedness secured by a Lien on a Borrowing Base Property) shall be applied, first, to the prepayment of the Term Loans ~~and~~in accordance with Section 2.17(b), second, to ~~reduce permanently~~ the ~~Revolving Credit Commitments. Any such~~ prepayment of Swingline Loans (without any corresponding reduction of the Revolving ~~Credit Commitments shall be accompanied by~~ Commitments), third, to the prepayment of Revolving Loans (without any corresponding reduction of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereofCommitments), ~~the Borrower shall~~and fourth, to ~~the extent of the balance of such excess, replace outstanding~~ cash collateralize Letters of Credit ~~and/or deposit~~ by depositing an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Revolving Lenders on terms and conditions satisfactory to the Administrative Agent. Amounts to be applied in connection with prepayments made pursuant to Section 2.11(a) from the Net Cash Proceeds from the incurrence of Indebtedness secured by a Lien on a Borrowing Base Property shall be applied, first, to the prepayment of Swingline Loans (without any corresponding reduction of the Revolving Commitments), second, to the prepayment of Revolving Loans (without any corresponding reduction of the Revolving Commitments), third to the prepayment of the Term Loans in accordance with Section 2.17(b), , and fourth, to cash collateralize Letters of Credit by depositing an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Revolving Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to ~~this~~ Section 2.11 shall be ~~made first~~ made, first, to ~~Base Rate~~ ABR Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under ~~this~~ Section 2.11 (except in the case of Revolving ~~Credit~~ Loans that are ~~Base Rate~~ ABR Loans and ~~Swing Line~~ Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Revolving Credit and Term Loan Agreement (Medical Properties Trust Inc)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if any Indebtedness is incurred after the date hereof by Holdings,~~ If the Borrower or any of its Subsidiaries shall issue or sell any Capital Stock (~~excluding~~ other than Capital Stock issued to (i) directors, officers or employees pursuant to a stock-option or compensation plan or (ii) the Borrower or a Subsidiary of the Borrower) or issue, sell or incur any Indebtedness ~~incurred~~ (other than Excepted Indebtedness), then as soon as practicable and in ~~accordance with Section 7.2 as in effect~~ any event no later than the Business Day following the Business Day on which the ~~date of this Agreement)~~Borrower or such Subsidiary receives the Net Cash Proceeds therefrom, an amount equal to 100% of the Net Cash Proceeds ~~thereof~~ therefrom shall be applied ~~on the date of such issuance or incurrence~~ toward the prepayment of the ~~Term~~ Loans ~~and~~ and, if no Loans are then outstanding or if such Net Cash Proceeds exceeds the outstanding principal balance of the Loans, to the reduction of the ~~Revolving Credit~~ Commitments as set forth in Section ~~2.12(d~~2.08(d). (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings,~~ If the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery ~~Event then~~Event, ~~unless a Reinvestment Notice shall be delivered~~ then as soon as practicable and in ~~respect thereof within five~~ any event no later than the Business ~~Days thereafter, 100% of~~ Day following the Business Day on which the Borrower or such Subsidiary receives such Net Cash ~~Proceeds shall be applied on~~ Proceeds, such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount ~~equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event~~ shall be applied toward the prepayment of the ~~Term~~ Loans ~~and~~ and, if no Loans are then outstanding or if such Net Cash Proceeds exceeds the outstanding principal balance of the Loans, to the reduction of the ~~Revolving Credit~~ Commitments as set forth in Section ~~2.12(d~~2.08(d). (c) ~~and~~ If the Borrower or any Subsidiary shall incur any Indebtedness pursuant to clause (~~iii~~c) ~~for purposes~~ of ~~this Section 2.12(b)~~the definition of “Excepted Indebtedness” then the K▇▇▇-▇▇▇▇▇ Commitments or the Western Gas Commitments, as the case may be, shall be reduced pro rata by an amount equal to the Net Cash Proceeds of ~~any Asset Sale pursuant to Section 7.5(k) shall be equal~~ such Indebtedness applied to the ~~lesser~~ Indebtedness of ~~(A)~~ K▇▇▇-▇▇▇▇▇ and its Subsidiaries or Western Gas and its Subsidiaries, as the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually deliveredcase may be. (d) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to ~~this~~ Section 2.08 shall be applied, first, to the prepayment of the ~~Term~~ Loans and, second, to reduce permanently the ~~Revolving Credit~~ Commitments~~. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent~~, ~~if any~~in each case, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereofratably in accordance with Section 2.13(a), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to ~~this~~ Section 2.08 shall be ~~made first~~ made, first, to Alternate Base Rate Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under ~~this~~ Section 2.08 (except in the case of ~~Revolving Credit Loans that are~~ Alternate Base Rate ~~Loans and Swing Line~~ Loans) shall be accompanied by accrued interest to the date of such prepayment and any amounts payable pursuant to Section 2.22 on the amount prepaid. (e) ~~Any prepayment~~ All prepayments of Loans ~~and/or reduction of Commitments~~ pursuant to this ~~Section, and~~ Section 2.08 shall be without the ~~rights~~ payment by the Borrower of ~~the Lenders in respect thereof, are subject~~ any premium or penalty except for amounts payable pursuant to ~~the provisions of~~ Section ~~2.18~~2.22.

Appears in 1 contract

Sources: Term Loan Agreement (Anadarko Petroleum Corp)

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise ~~agree and without prejudice to Section 7.2~~agree, (i) if any Indebtedness ~~is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries~~ (excluding any Indebtedness incurred in accordance with Section ~~7.2 as in effect~~ 7.2) shall be incurred by any US Loan Party an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of ~~this Agreement)~~receipt of such Net Cash Proceeds toward the prepayment of the US Term Loans as set forth in Section 2.12(e) and (ii) if any Indebtedness (excluding Indebtedness incurred in accordance with Section 7.2) shall be incurred by the CDN Borrower or any CDN Subsidiary Guarantor, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of receipt of such ~~issuance or incurrence~~ Net Cash Proceeds toward the prepayment of the CDN Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~2.12(e). (b) Unless the Required ~~Prepayment~~ Lenders shall otherwise agree, (i) if on any date ~~Holdings, the Borrower or~~ any of US Loan Party shall for its ~~Subsidiaries shall~~ own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the US Term Loans and the reduction of the US Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.12(e) and (ii) if on any date the CDN Borrower or any CDN Subsidiary Guarantor shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event (a "CDN Reinvestment Event") then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the CDN Term Loans and the reduction of the CDN Revolving Commitments as set forth in Section 2.12(e); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (iix) on each Reinvestment Prepayment Date, the US Term Loans shall be prepaid and/or the US Revolving Commitments shall be reduced (or, with respect to any CDN Reinvestment Event, the CDN Term Loans shall be prepaid and/or the CDN Revolving Commitments shall be reduced) as set forth in Section 2.12(e) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (y) on the date (the "Trigger Date") that is six months after any such Reinvestment Prepayment Date, the US Term Loans shall be prepaid and/or the US Revolving Commitments shall be reduced (or, with respect to any CDN Reinvestment Event, the CDN Term Loans shall be prepaid and/or the CDN Revolving Commitments shall be reduced) as set forth in Section 2.12(e) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date. (c) Unless the Required Lenders shall otherwise agree, if on any date Holdings or any of its Subsidiaries shall receive for its own account proceeds from any tax refund with respect to any period ending on or prior to the first anniversary of the Closing Date to the extent resulting from the redemption of stock options on the Closing Date, an amount equal to (i) the amount of such proceeds minus (ii) the amount of cash on hand of the US Borrower on the Closing Date after giving effect to the Transaction, shall be applied on the date of such receipt toward the prepayment of the Revolving Loans or the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d) and (iii) for purposes of this Section 2.12(b~~2.12(e), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (cd) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the US Borrower commencing with the fiscal year ~~in which the Effective Date occurs~~ending December 31, 2006, there shall be Excess Cash Flow, the US Borrower shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) the ~~ECF~~ Excess Cash Flow Percentage of such Excess Cash Flow minus (ii) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year to the extent accompanied by permanent optional reductions of the Revolving Commitments and all optional prepayments of the Term Loans during such fiscal year, in each case other than to the extent any such prepayment is funded with the proceeds of new long-term Indebtedness, toward the prepayment of the US Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~2.12(e). Each such prepayment ~~and commitment reduction~~ shall be made on a date (an "Excess Cash Flow Application Date") no later than ~~five Business Days~~ ten days after ~~the earlier of (i)~~ the date on which the financial statements of the US Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the ~~Lenders and (ii) the date such financial statements are actually delivered~~Lenders. (e) Amounts to be applied in connection with prepayments pursuant to paragraphs (a) and (d) ~~Subject~~ above shall be applied to the prepayment of the US Term Loans (or the CDN Term Loans, as applicable) in accordance with Section ~~2.18, amounts~~ 2.18(b) until paid in full. Amounts to be applied in connection with prepayments and Commitment reductions ~~made~~ pursuant to ~~this Section~~ paragraph (b) above shall be applied, first, to the prepayment of the US Term Loans ~~and~~(or the CDN Term Loans, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount applicable) in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.accordance with

Appears in 1 contract

Sources: Credit Agreement (Cogent Management Inc)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless~~ If any Capital Stock shall be issued by any Group Member to any Person that is not a Group Member (other than Capital Stock of the ~~Required Prepayment Lenders shall otherwise agree~~ U.S. Borrower issued (x) to employees of the U.S. Borrower and ~~without prejudice to Section 7.2, if any Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of~~ its Subsidiaries pursuant to the U.S. Borrower's 401(k) plan or to employees of the Canadian Borrower and its Subsidiaries pursuant to the Robin Hood Stock Purchase Plan or (~~excluding any Indebtedness incurred~~ y) in ~~accordance~~ connection with ~~Section 7.2 as in effect on~~ the ~~date~~ exercise ▇▇ ▇▇▇▇▇▇▇ issued to employees, consultants and directors of ~~this Agreement~~the U.S. Borrower and its Subsidiaries), an amount equal to ~~100~~50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments and Canadian Swingline Commitment as set forth in Section ~~2.12(d~~2.18(e). (b) ~~Unless~~ If any Indebtedness shall be issued or incurred by any Group Member subsequent to the ~~Required Prepayment Lenders shall otherwise agree~~Closing Date (excluding (i) any refinancing of the Bridge Facility permitted under this Agreement to the extent the proceeds of any such refinancing are applied to repay the Bridge Facility and (ii) any Indebtedness incurred in accordance with Section 7.2), ~~if on any date Holdings,~~ an amount equal to 100% of the ~~Borrower or any of its Subsidiaries shall receive~~ Net Cash Proceeds ~~from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect~~ thereof ~~within five Business Days thereafter, 100% of such Net Cash Proceeds~~ shall be applied on the date of such ~~fifth Business Day~~ incurrence toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments and Canadian Swingline Commitment as set forth in Section 2.18(e). (c) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event which, when aggregated with all other Net Cash Proceeds from Asset Sales or Recovery Events, respectively, theretofore received by the Group Members during the fiscal year of the U.S. Borrower in which such date occurs, exceeds $5,000,000 for all such Asset Sales or Recovery Events, as the case may be, then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds in excess of $5,000,000 shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section ~~2.12(d~~2.18(e); ~~provided, that,~~ PROVIDED that notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales ~~(other than Asset Sales in connection with the Ripon Transition)~~ that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $~~5,000,000 in any fiscal year of the Borrower~~15,000,000, (ii) the aggregate Net Cash Proceeds of Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 and (iii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments and Canadian Swingline Commitment as set forth in Section ~~2.12(d) and (iii) for purposes of this Section 2.12(b~~2.18(e), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (cd) ~~Unless~~ Concurrently with the ~~Required Prepayment Lenders shall otherwise agree, if,~~ delivery of the financial statements referred to in Section 6.1(a) for ~~any~~ each fiscal year of the ~~Borrower~~ U.S. Borrower, commencing with the fiscal year ending on or about February 28, 2003, the U.S. Borrower shall deliver to the U.S. Administrative Agent and each Lender a certificate executed by a Responsible Officer of the U.S. Borrower (which may be included as part of the Compliance Certificate delivered pursuant to Section 6.2(b)(ii) in ~~which~~ connection with the ~~Effective Date occurs,~~ financial statements for such fiscal year) setting forth in reasonable detail the calculation of Excess Cash Flow for such fiscal year. If there shall be Excess Cash ~~Flow~~Flow for any such fiscal year, the U.S. Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments and Canadian Swingline Commitment as set forth in Section ~~2.12(d~~2.18(e). Each such prepayment and commitment reduction shall be made on a date (an "~~Excess Cash Flow Application Date~~EXCESS CASH FLOW APPLICATION DATE") no later than five ~~Business Days~~ days after the earlier of (i) the date on which the financial statements of the U.S. Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (de) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, ~~first~~FIRST, to the prepayment of the Term ~~Loans and~~Loans, ~~second~~SECOND, to reduce permanently the Revolving ~~Credit Commitments~~Commitments and, THIRD, to reduce permanently the Canadian Swingline Commitment. Except to the extent provided in the immediately succeeding sentence, prepayments of the Term Loans made pursuant to this Section shall be applied PRO RATA to the U.S. Tranche A Term Loans, the U.S. Tranche B Term Loans and the Canadian Term Loans and ratably to the respective remaining installments thereof, and reductions of the Revolving Commitments made pursuant to this Section shall be applied PRO RATA to the U.S. Revolving Commitments and the Canadian Revolving Commitments in effect at the time of such reduction. Any ~~such~~ prepayments and Commitment reductions made pursuant to paragraph (c) of this Section, to the extent the assets that are the subject of any Asset Sale or Recovery Event are owned by the U.S. Borrower or any of its Subsidiaries (other than the Canadian Borrower or any of its Subsidiaries) shall be applied, FIRST, to the prepayment of the U.S. Term Loans (PRO RATA, to the U.S. Tranche A Term Loans and the U.S. Tranche B Term Loans and ratably to the respective remaining installments thereof), SECOND to the permanent reduction of the U.S. Revolving ~~Credit~~ Commitment, THIRD, to the prepayment of the Canadian Term Loan (ratably to the remaining installments thereof), FOURTH, to the permanent reduction of the Canadian Revolving Commitment, and FIFTH, to the permanent reduction of the Canadian Swingline Commitment. Any prepayments and Commitment reductions made pursuant to paragraph (c) of this Section, to the extent the assets that are the subject of any Asset Sale or Recovery Event are owned by the Canadian Borrower or any of its Subsidiaries shall be applied, FIRST, to the prepayment of the Canadian Term Loan (ratably to the remaining installments thereof), SECOND, to the permanent reduction of the Canadian Revolving Commitment, THIRD, to the permanent reduction of the Canadian Swingline Commitment, FOURTH, to the prepayment of the U.S. Term Loans (PRO RATA, to the U.S. Tranche A Term Loans and the U.S. Tranche B Term Loans and ratably to the respective remaining installments thereof), and FIFTH, to the permanent reduction of the U.S. Revolving Commitment. (f) Notwithstanding anything to the contrary in Section 2.18(e) or 2.24, with respect to the amount of any mandatory prepayment described in Section 2.18 that is allocated to U.S. Tranche B Term Loans (such amount, the "TRANCHE B PREPAYMENT AMOUNT"), at any time when Tranche A Term Loans remain outstanding, the relevant Borrower will, in lieu of applying such amount to the prepayment of U.S. Tranche B Term Loans as provided in paragraph (e) above, on the date specified in Section 2.18 for such prepayment, give the Administrative Agents telephonic notice (promptly confirmed in writing) requesting that the U.S. Administrative Agent prepare and provide to each U.S. Tranche B Lender a notice (each, a "PREPAYMENT OPTION NOTICE") as described below. As promptly as practicable after receiving such notice, the U.S. Administrative Agent will send to each U.S. Tranche B Lender a Prepayment Option Notice, which shall be in the form of Exhibit G, and shall include an offer by the Borrowers to prepay on the date (each a "MANDATORY PREPAYMENT DATE") that is 10 Business Days after the date of the Prepayment Option Notice, the U.S. Tranche B Term Loans of such Lender by an amount equal to the portion of the Tranche B Prepayment Amount indicated in such Lender's Prepayment Option Notice. On the Mandatory Prepayment Date, (i) the Borrowers shall pay to the relevant U.S. Tranche B Lenders the aggregate amount necessary to prepay that portion of the outstanding U.S. Tranche B Term Loans in respect of which such Lenders have accepted prepayment as described above, and (ii) the Borrowers shall pay to the Tranche A Lenders an amount equal to 100% of the portion of the Tranche B Prepayment Amount not accepted by the relevant Lenders, and such amount shall be applied to the prepayment of the Tranche A Term Loans, PROVIDED, HOWEVER, that if such Tranche B Prepayment Amount arises from a mandatory prepayment from any Asset Sale or Recovery Event with respect to assets owned by (x) the U.S. Borrower or any of its Subsidiaries (other than the Canadian Borrower or any of its Subsidiaries), such amount shall be applied FIRST, to the prepayment of the U.S. Tranche A Term Loans and SECOND, to the prepayment of the Canadian Term Loans and (y) the Canadian Borrower or any of its Subsidiaries, such amount shall be applied FIRST, to the prepayment of the Canadian Term Loans and SECOND, to the prepayment of the U.S. Tranche A Term Loans. (g) Any reduction of the U.S. Revolving Commitments pursuant to this Section 2.18 shall be accompanied by prepayment of the U.S. Revolving ~~Credit Loans and/or Swing Line~~ Loans to the extent, if any, that the Total U.S. Revolving Extensions of Credit exceed the amount of the Total U.S. Revolving ~~Credit~~ Commitments as so reduced, ~~provided~~ PROVIDED that if the aggregate principal amount of U.S. Revolving ~~Credit Loans and Swing Line~~ Loans then outstanding is less than the amount of such excess (because U.S. L/C 48 Obligations constitute a portion thereof), the U.S. Borrower shall, to the extent of the balance of such excess, replace outstanding U.S. Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the U.S. Administrative ~~Agent~~ Agent, for the benefit of the ~~Lenders~~ U.S. Lenders, on terms and conditions satisfactory to the U.S. Administrative Agent. Any reduction of the Canadian Revolving Commitments pursuant to this Section shall be accompanied by prepayment of the Canadian Revolving Loans to the extent, if any, that the Canadian Dollar Equivalent of the Total Canadian Revolving Loans exceed the amount of the Total Canadian Revolving Commitments as so reduced. Any reduction of the Canadian Swingline Commitment pursuant to this Section shall be accompanied by prepayment of the Canadian Swingline Loans to the extent, if any, that the aggregate then outstanding amount of the Canadian Swingline Extensions of Credit exceeds the amount of the Canadian Swingline Commitment as so reduced, PROVIDED that if the aggregate principal amount of Canadian Swingline Loans then outstanding is less than the amount of such excess (because Canadian L/C Obligations constitute a portion thereof), the Canadian Borrower shall, to the extent of the balance of such excess, replace outstanding Canadian Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Canadian Swingline Lender, on terms and conditions satisfactory to the Canadian Swingline Lender. The application of any prepayment pursuant to this Section shall be ~~made first~~ made, FIRST, to ABR Loans, U.S. Base Rate Loans ~~and second~~ or C$ Prime Loans, as the case may be, and, SECOND, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under this Section (except in the case of Revolving ~~Credit~~ Loans that are ABR Loans, U.S. Base Rate Loans or C$ Prime Loans and ~~Swing Line~~ Canadian Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (International Multifoods Corp)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ If any Indebtedness ~~is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries~~ (excluding any Indebtedness incurred in accordance with Section ~~7.2 as in effect on the date of this Agreement~~6.02), shall be issued or incurred by any Borrower, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~2.09(c). (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings, the~~ any Borrower ~~or any of its Subsidiaries~~ shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~2.09(c); provided, that~~, notwithstanding the foregoing~~, (i) the aggregate Net Cash Proceeds of Asset Sales ~~(other than Asset Sales in connection with the Ripon Transition)~~ and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $~~5,000,000~~ 500,000 in any ~~fiscal year of the Borrower,~~ Fiscal Year and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d) and (iii) for purposes of this Section 2.12(b~~2.09(c), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts Amounts to be applied in connection with prepayments ~~and Commitment reductions~~ made pursuant to paragraph (a) or (b) of this Section 2.09 shall be ~~applied, first,~~ applied to ~~the prepayment of~~ the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in ~~cash in a cash collateral account established~~ accordance with ~~the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this~~ Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment2.15(b). Each prepayment of the Loans ~~under~~ pursuant to paragraph (a) or (b) of this Section ~~(except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans)~~ 2.09 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (ed) ~~Any prepayment of~~ If for any reason the Aggregate Outstanding Revolving Credit at any time exceeds the Total Revolving Commitments then outstanding, the Borrowers shall immediately prepay the Revolving Loans ~~and/or reduction of Commitments pursuant~~ in an aggregate amount equal to ~~this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18~~such excess.

Appears in 1 contract

Sources: Credit Agreement (USMD Holdings, Inc.)

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required ~~Prepayment~~ Lenders shall otherwise ~~agree and without prejudice to Section 7.2~~agree, if any Indebtedness ~~is incurred after the date hereof~~ shall be Incurred by ~~Holdings,~~ the Borrower or any of its Subsidiaries (excluding any Indebtedness ~~incurred~~ Incurred in accordance with Section ~~7.2 as in effect on the date of this Agreement~~7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such ~~issuance or incurrence~~ Incurrence toward ~~the prepayment of the Term Loans and~~ the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.8(c). (b) Unless the Required ~~Prepayment~~ Lenders shall otherwise agree, if on any date ~~Holdings,~~ the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward ~~the prepayment of the Term Loans and~~ the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.8(c); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the ~~prepayment of the Term Loans and the~~ reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d) and (iii) for purposes of this Section 2.12(b~~2.8(c), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the Any reduction of the Revolving ~~Credit~~ Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.8 shall be ~~applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments~~ permanent and shall be accompanied by prepayment of the Revolving ~~Credit~~ Loans and/or ~~Swing Line~~ Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving ~~Credit~~ Commitments as so reduced, provided that if the aggregate principal amount of Revolving ~~Credit~~ Loans and ~~Swing Line~~ Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. . (d) If on any Determination Date the Total Revolving Extensions of Credit exceed 105% of the Total Revolving Commitments, the Borrower shall, without notice or demand, within three Business Days after such Determination Date, prepay Loans (or, if no Loans are outstanding, deposit cash collateral in an account with the Administrative Agent to collateralize the Letters of Credit on terms and conditions satisfactory to the Administrative Agent) in an aggregate amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (determined net of any cash collateralized Letters of Credit) do not exceed the Total Revolving Commitments. (e) The application of any prepayment pursuant to this Section 2.8 shall be made first to ~~Base Rate~~ ABR Loans and second to ~~Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Eurocurrency Loans. Each prepayment of the Loans under this Section 2.8 (except in the case of Revolving ~~Credit~~ Loans that are ~~Base Rate~~ ABR Loans and ~~Swing Line~~ Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Hilfiger Tommy Corp)

Mandatory Prepayments and Commitment Reductions. (a) Unless ----------------------------------------------- (x) the Consolidated Leverage Ratio as of the last day the most recently ended fiscal quarter of Holdings for which financial shall have been delivered pursuant to Section 6.1 (the "Equity Proceeds Calculation Date") was less than -------------------------------- or equal to 1.00 to 1.00 or (y) the Required Prepayment Lenders, at the request of the Borrower, shall otherwise agree, if any Capital Stock shall be issued by Holdings (other than any issuance of Capital Stock of Holdings to officers, directors and employees of Holdings or any of its Subsidiaries, or pursuant to options, warrants or other rights to acquire such Capital Stock issued to any such officers, directors and employees, in each case in connection with their employment arrangements with, or directorship of, Holdings or any of its Subsidiaries), then on the date of such issuance of Capital Stock, the Term Loans shall be prepaid by an amount equal to the lesser of (i) 50% of the amount of the Net Cash Proceeds of such issuance of Capital Stock and (ii) the amount which, when applied to the prepayment of Term Loans, would, on a pro forma basis after giving effect to such prepayment, reduce the Consolidated Leverage Ratio as of the applicable Equity Proceeds Calculation Date to 1.00 to 1.00, as set forth in Section 2.12(f). (b) Unless the Required Prepayment ~~Lenders~~ Lenders, at the request of the Borrower, shall otherwise ~~agree and without prejudice to Section 7.2~~agree, if any Indebtedness is shall be incurred ~~after the date hereof~~ by ~~Holdings, the Borrower~~ Holdings or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement), then on the date of such incurrence of Indebtedness, the Term Loans shall be prepaid by an amount equal to 100% of the Net Cash Proceeds ~~thereof shall be applied on the date~~ of such ~~issuance or~~ incurrence ~~toward the prepayment~~ of ~~the Term Loans and the reduction of the Revolving Credit Commitments~~ Indebtedness, as set forth in Section ~~2.12(d~~2.12(f). The provisions of this Section do not constitute a consent to the incurrence of any Indebtedness by Holdings or any of its Subsidiaries. (bc) Unless the Required Prepayment ~~Lenders~~ Lenders, at the request of the Borrower, shall otherwise agree, if on any date ~~Holdings~~Holdings or any of its Subsidiaries shall receive any Termination Payment in respect of any Material Customer Services Agreement, then on the date of such receipt of such Termination Payment, the ~~Borrower~~ Term Loans shall be prepaid, and/or the Revolving Credit Commitments shall be reduced, by an amount equal to 100% of the Net Cash Proceeds of such Termination Payment, as set forth in Section 2.12(f). (d) Unless the Required Prepayment Lenders, at the request of the Borrower, shall otherwise agree, if on any date Holdings or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100%~~ on the date of receipt by Holdings or any of its Subsidiaries of such Net Cash ~~Proceeds shall be applied on such fifth Business Day toward the prepayment of~~ Proceeds, the Term Loans ~~and~~ shall be prepaid by an amount equal to the ~~reduction~~ amount of ~~the Revolving Credit Commitments~~ such Net Cash Proceeds, as set forth in Section ~~2.12(d~~2.12(f); ~~provided,~~ provided that, -------- notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment ~~Date,~~ Date the Term Loans shall be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment ~~Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments~~ Event, as set forth in Section ~~2.12(d) and (iii) for purposes~~ 2.12(f). The provisions of this Section ~~2.12(b),~~ do not constitute a consent to the ~~Net Cash Proceeds~~ consummation of any ~~Asset Sale pursuant to~~ Disposition not permitted by Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date7.5. (ce) Unless the Required Prepayment ~~Lenders~~ Lenders, at the request of the Borrower, shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ~~in which the Effective Date occurs~~ending December 31, 2002, there shall be Excess Cash Flow, ~~the Borrower shall~~then, on the relevant Excess Cash Flow Application Date, ~~apply~~ the Term Loans shall be prepaid by an amount equal to the ECF Percentage of such Excess Cash Flow ~~toward the prepayment~~ less all voluntary prepayments of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ made during such fiscal year, as set forth in Section ~~2.12(d~~2.12(f). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow ---------------- Application Date") no later than ~~five Business Days~~ 15 days after the earlier of (i) the date on ---------------- which the financial statements of ~~the Borrower~~ Holdings referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (df) ~~Subject to Section 2.18~~Unless the Required Prepayment Lenders shall otherwise agree, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the ----- Term Loans and, in the case of any prepayment pursuant to Section 2.12(c) only, second, to reduce permanently the Revolving Credit Commitments. Any such ------ reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit ~~Loans and/or Swing Line~~ Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving -------- Credit ~~Loans and Swing Line~~ Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (CSG Systems International Inc)

Mandatory Prepayments and Commitment Reductions. (ai) ~~Unless~~ If at any time the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if any Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction outstanding balance of the Revolving Credit Commitments as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to Loan exceeds the lesser of (A) the ~~amount of such Net Cash Proceeds~~ Maximum Amount and (B) the Revolving Credit Availability, Borrower shall immediately repay the outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Annex B to the extent required to eliminate such excess. (ii) Immediately upon receipt by any Credit Party of proceeds of any asset disposition (including condemnation proceeds, but excluding proceeds of asset dispositions permitted by Section 6.8(a) or (b)), Borrower shall prepay the Loans in an amount equal to the amount by which all such proceeds, net of (1) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (2) transfer taxes, (3) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (4) an appropriate reserve for income taxes in accordance with GAAP in connection therewith, exceeds $1,500,000 in any Fiscal Year; provided that such prepayments shall be made in increments of $100,000 only (any amount not paid as a result of this requirement shall be accumulated and paid when the aggregate amount of ~~Investments made by Holdings,~~ such accumulation shall meet the ~~Borrower or any of their respective Subsidiaries in~~ required prepayment increment). For the ~~relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for~~ purposes of this Section ~~2.12(b) exceed the aggregate amount of Investments made by Holdings~~1.3(b)(ii)(A), the ~~Borrower~~ Credit Parties shall not be deemed to have received proceeds of any disposition permitted pursuant to Section 6.8(c) or (d) to the extent that such proceeds are redeployed to replace the asset disposed of in the manner and ~~their respective Subsidiaries~~ within the time period provided in such ~~Foreign Subsidiary after~~ sections. To the ~~Effective Date~~extent that such proceeds are not so redeployed within such time period, such proceeds shall be deemed received by the Credit Parties upon the expiration of such period. Any such prepayment shall be applied in accordance with clause (c) below. (iii) If any Credit Party issues Stock or any Indebtedness, other than stock or Indebtedness issued as a part of the consideration for a Permitted Acquisition and other than Indebtedness permitted pursuant to Section 6.3, then no later than the Business Day following the date of receipt of the proceeds thereof, Borrower shall prepay the Revolving Loan in an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment shall be applied in accordance with clause (c) ~~Unless~~ below. (iv) Notwithstanding anything else in this Agreement to the ~~Required Prepayment Lenders shall otherwise agree~~contrary, ~~if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there~~ all Obligations shall be ~~Excess Cash Flow~~due and payable, ~~the Borrower shall~~and all Letters of Credit (or standby guarantees therefor) shall be cancelled or returned or cash collateralized in accordance with Annex B, on the ~~relevant Excess Cash Flow Application~~ Commitment Termination Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.

Appears in 1 contract

Sources: Credit Agreement (Radiologix Inc)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ If any Indebtedness is shall be incurred ~~after the date hereof~~ by ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member (~~excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement~~other than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such ~~issuance or~~ incurrence toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~4.2(g); provided that (i) to the extent that the Consolidated Leverage Ratio as of the date of incurrence of Indebtedness pursuant to clause (xv) of Section 8.2(a), calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness (and any required repayments hereunder), is greater than or equal to 4.0 to 1.0 but less than 5.0 to 1.0, in each case after giving effect thereto, only 75% of the Net Cash Proceeds of such Indebtedness shall be applied on the date of such incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(g) and (ii) to the extent that the Consolidated Leverage Ratio as of the date of incurrence of Indebtedness pursuant to clause (xv) of Section 8.2(a), calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness (and any required repayments hereunder), is less than 4.0 to 1.0 after giving effect thereto, no prepayment of Term Loans or reduction of Revolving Commitments shall be required pursuant to this Section. (b) ~~Unless~~ If any Capital Stock shall be issued or sold by any Group Member (other than issuances of Capital Stock to Holdings or any Group Member), an amount equal to 50% of the ~~Required Prepayment Lenders~~ Net Cash Proceeds thereof shall ~~otherwise agree~~be applied on the date of such issuance or sale toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(g); provided that to the extent that the Consolidated Leverage Ratio as of the date of such issuance or sale of Capital Stock, if calculated on a pro forma basis after giving effect to the such issuance or sale (and any required repayments hereunder), is less than 4.5 to 1.0 after giving effect thereto, no prepayment of Term Loans or reduction of Revolving Commitments shall be required pursuant to this Section. (c) If on any date ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~4.2(g); provided, ~~that,~~ that (i) notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~4.2(g) and (~~iii~~ii) ~~for purposes of this Section 2.12(b),~~ the Borrower shall use the Net Cash Proceeds of any ~~Asset Sale pursuant~~ Disposition to prepay Term Loans and reduce the Revolving Commitments as set forth in Section ~~7.5(k~~4.2(g) ~~shall be equal~~ to the ~~lesser~~ extent necessary to avoid having to prepay or to offer to prepay any of ~~(A)~~ the ~~amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings~~Notes, ~~the Borrower~~ any Additional Senior Subordinated Debt or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective DateAdditional Senior Unsecured Notes. (cd) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~If, for any fiscal year of the Borrower ~~commencing with the fiscal year in which the Effective Date occurs,~~ there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~4.2(g); provided that the amount of any prepayment of Term Loans and reduction of Revolving Commitments required pursuant to this Section 4.2(d) shall be reduced by the amount of any optional prepayments of Term Loans and optional prepayments of Revolving Loans and Swingline Loans to the extent accompanying permanent optional reductions of Revolving Commitments, in each case to the extent such prepayments are made during the relevant fiscal year. Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five ~~Business Days~~ days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section ~~6.1(a~~7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (de) ~~Subject to Section 2.18, amounts~~ [Reserved] (f) [Reserved] (g) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to ~~this~~ Section 4.2 shall be applied, first, to ~~the prepayment of~~ prepay the Term Loans and, second, to reduce permanently the Revolving ~~Credit~~ Commitments. Any such reduction of the Revolving ~~Credit~~ Commitments shall be accompanied by prepayment of the Revolving ~~Credit~~ Loans and/or ~~Swing Line~~ Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving ~~Credit~~ Commitments as so reduced, provided that if the aggregate principal amount of Revolving ~~Credit~~ Loans and ~~Swing Line~~ Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to ~~this~~ Section 4.2 shall be ~~made first~~ made, first, to Base Rate Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under ~~this~~ Section 4.2 (except in the case of Revolving ~~Credit~~ Loans that are Base Rate Loans and ~~Swing Line~~ Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (eh) ~~Any~~ Notwithstanding anything to the contrary in Section 4.2(g) or 4.8, with respect to the amount of any mandatory prepayment described in Section 4.2 that is allocated to Tranche D Term Loans or Tranche D-1 Term Loans (such amounts, the "Tranche D Prepayment Amount"), at any time when Tranche A-2 Term Loans or Tranche A-3 Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Tranche D Term Loans ~~and/or reduction~~ or Tranche D-1 Term Loans, as applicable, as provided in paragraph (g) above, on the date specified in Section 4.2 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche D Term Lender and ▇▇▇▇▇▇▇ ▇-▇ Term Lender, as applicable, a Prepayment Option Notice. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche D Term Lender and ▇▇▇▇▇▇▇ ▇-▇ Term Lender, as applicable, a Prepayment Option Notice and shall include an offer by the Borrower to prepay on the date (each a "Mandatory Prepayment Date") that is 4 Business Days after the date of ~~Commitments pursuant~~ the Prepayment Option Notice, the relevant Term Loans of such Lender by an amount equal to ~~this Section~~the portion of the Tranche D Prepayment Amount indicated in such Lender's Prepayment Option Notice as being applicable to such Lender's Tranche D Term Loans or Tranche D-1 Term Loans, as applicable. Any Tranche D Term Lender or ▇▇▇▇▇▇▇ ▇-▇ Term Lender which wishes to accept any or all of the prepayment applicable to its Tranche D Term Loans or Tranche D-1 Term Loans, as applicable, shall be required to execute and return the Prepayment Option Notice to the Administrative Agent no later than 5:00 P.M., New York City time, on the date that is 3 Business Days after the date of the Prepayment Option Notice. On the Mandatory Prepayment Date, (i) the Borrower shall pay to the relevant Tranche D Term Lenders and ▇▇▇▇▇▇▇ ▇-▇ Term Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans in respect of which such Lenders have accepted prepayment as described above, (ii) the Tranche A-2 Term Loans and Tranche A-3 Term Loans shall be prepaid in an aggregate amount equal to the portion of the Tranche D Prepayment Amount not accepted by the relevant Lenders, and such amount shall be applied to the ~~rights~~ prepayment of the ~~Lenders in respect thereof, are subject~~ Tranche A-2 Term Loans and Tranche A-3 Term Loans to the ~~provisions of Section 2.18~~extent so required.

Appears in 1 contract

Sources: Credit Agreement (Donnelley R H Inc)

Mandatory Prepayments and Commitment Reductions. (ai) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ [Reserved]. (ii) If any Indebtedness ~~is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries~~ (~~excluding~~ other than any Indebtedness incurred in accordance with Section ~~7.2 as in effect on the date of this Agreement~~7.2) shall be incurred by any Group Member (other than any Unrestricted Subsidiary), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied ~~on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d)~~2.11(g) not later than the Business Day following receipt of such Net Cash Proceeds. (biii) ~~Unless the Required Prepayment Lenders shall otherwise agree, if on~~ If during any ~~date Holdings, the Borrower~~ fiscal year of Holdings one or ~~any of its Subsidiaries~~ more Loan Parties shall receive Net Cash Proceeds from ~~any~~ Asset ~~Sale or~~ Sales and Recovery ~~Event then~~Events aggregating in excess of $100,000, then unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds in excess of said $100,000 amount shall be applied ~~on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d)~~2.11(g) not later than the Business Day following receipt of such Net Cash Proceeds; ~~provided, that,~~ provided that notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment ~~Date,~~ Date an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied ~~toward~~ as set forth in Section 2.11(g). (iv) Within 120 days after the end of each fiscal year of Holdings, commencing with the fiscal year ending December 31, 2020, the Borrower shall prepay the Obligations in accordance with Section 2.11(g) in an aggregate amount equal to the following percentages of Excess Cash Flow for such preceding fiscal year as applicable: 50% with respect to each fiscal year; provided, however, that any mandatory prepayment pursuant to this Section 2.11(d) may be waived with the written consent of all Lenders. Any voluntary prepayments made in respect of the Term Loans and the ~~reduction of~~ Revolving Loans (but only to the extent that the Revolving ~~Credit~~ Commitments are permanently reduced by the amount of such payments in accordance with Section 2.9 hereof) during the applicable period shall be treated as a credit against any Excess Cash Flow mandatory prepayment that would otherwise be required to be made pursuant to this Section 2.11(d) with respect to such period. Any prepayment pursuant to this Section 2.11(d) shall be applied as set forth in Section ~~2.12(d~~2.11(g) ~~and~~ below. (~~iii~~v) ~~for purposes~~ Not later than the first Business Day following the date of ~~this~~ receipt by the Borrower of any proceeds of any Specified Equity Contribution pursuant to Section ~~2.12(b~~7.1(c), the ~~Net Cash Proceeds~~ Borrower shall prepay the outstanding Obligations in an aggregate amount equal to 100% of such proceeds. The proceeds of any ~~Asset Sale pursuant to Section 7.5(k)~~ such Specified Equity Contribution shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments applied as set forth in Section ~~2.12(d~~2.11(g)~~. Each~~ . (vi) If for any reason the Revolving Extensions of Credit at any time exceed the aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Revolving Loans or any Swingline Loans then outstanding in an aggregate amount equal to such ~~prepayment and commitment reduction~~ excess. (vii) All amounts required to be prepaid pursuant to this Section 2.11 shall be ~~made on a date~~ applied as follows: (~~an "Excess Cash Flow Application Date"~~1) ~~no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year~~ with respect to ~~which such prepayment is made, are required to be delivered~~ all amounts prepaid pursuant to the ~~Lenders~~ foregoing subsections (b), (c) and (iie), first to the Term Loans, in inverse order of maturity (including the final payment due on the Term Loan Maturity Date), then (after the Term Loans have been paid in full) to the Swingline Loans, and then (after the Swingline Loans have been paid in full) to the Revolving Loans (but without a corresponding reduction in the aggregate Revolving Commitments then in effect); (2) with respect to all amounts prepaid pursuant to the foregoing subsection (d), first to the Term Loans, pro rata across remaining amortization payments (including the final payment due on the Term Loan Maturity Date), then (after the Term Loans have been paid in full) to the Swingline Loans, and then (after the Swingline Loans have been paid in full) to the Revolving Loans (but without a corresponding reduction in the aggregate Revolving Commitments then in effect); and (3) with respect to all amounts prepaid pursuant to the foregoing subsection (f), first to the Swingline Loans, and then (after the Swingline Loans have been paid in full) to the Revolving Loans. Within the parameters of the applications set forth above, prepayments shall be applied first to ABR Loans and then to Eurodollar Loans. All prepayments under this Section 2.11 shall be subject to Section 2.20, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. Notwithstanding anything in this Section 2.11 to the contrary, amounts received from any Loan Party that is not a Qualified ECP Guarantor shall not be applied to any Excluded Swap Obligation of such ~~financial statements are actually delivered~~Loan Party. (dviii) ~~Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions~~ Each prepayment made pursuant to this Section ~~shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments~~ 2.11 shall be accompanied by ~~prepayment~~ a certificate of a Responsible Officer in reasonable detail setting forth the ~~Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions~~ calculation of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Trean Insurance Group, Inc.)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ If any Indebtedness ~~is incurred after the date hereof~~ shall be Incurred by ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member (~~excluding~~ other than any Indebtedness ~~incurred~~ permitted to be Incurred by any such Person in accordance with Section ~~7.2 as in effect on the date of this Agreement~~7.2), an amount equal to 100% of the Net Cash Proceeds ~~thereof~~ within one (1) Business Day after the receipt of such proceeds, shall be applied on the date of such issuance or ~~incurrence~~ Incurrence toward the prepayment of the ~~Term~~ Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in clause (g) of this Section ~~2.12(d)~~2.11. (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, Subject to clause (id) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree2.11, if, for any ~~fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs~~Excess Cash Flow Period, there shall be Excess Cash Flow, an amount equal to (i) the ECF Percentage for such period of such Excess Cash Flow minus (ii) $10,000,000 minus (iii) at the election of the Borrower Representative, to the extent not funded with (x) the proceeds of Indebtedness constituting “long term indebtedness” (or a comparable caption) under GAAP (other than Indebtedness in respect of any revolving credit facility) or (y) the proceeds of Permitted Cure Securities applied pursuant to Section 9.3, the aggregate amount of (1) all Purchases by any Permitted Auction Purchaser (determined by the actual cash purchase price paid by such Permitted Auction Purchaser for such Purchase and not the par value of the Loans purchased by such Permitted Auction Purchaser) pursuant to a Dutch Auction permitted hereunder, (2) voluntary prepayments of Term Loans and Revolving Loans (but, in the case of Revolving Loans, only to the extent of a concurrent and permanent reduction in the Revolving Commitments) (including pursuant to Section 2.23) and (3) voluntary prepayments and repurchases (to the extent of the actual cash purchase price paid for such loan buyback and not the par value) (including any “yanks” of non-consenting lenders thereunder) of Indebtedness (other than the Obligations) that constitutes First Lien Obligations or Junior Lien Obligations made by Top Borrower or any of its Restricted Subsidiaries, in the case of clauses (1) through (3) above, during the Excess Cash Flow Period or, at the election of the Borrower Representative in its sole discretion and without duplication with future periods, following such Excess Cash Flow Period and prior to such Excess Cash Flow Application Date (and including the amount of any such prepayments and repurchases made in any previous Excess Cash Flow Period and not applied with respect to such previous Excess Cash Flow Period or any successive previous Excess Cash Flow Period to reduce Excess Cash Flow payment obligations) shall, on the relevant Excess Cash Flow Application Date, ~~apply the ECF Percentage of such Excess Cash Flow~~ be applied toward the prepayment of (A) the ~~Term~~ Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in clause (g) of this Section ~~2.12(d~~2.11 or, solely to the extent permitted by this section, (B) at the Borrower Representative’s option, the prepayment of outstanding Indebtedness that constitutes First Lien Obligations (collectively, “Other Applicable Indebtedness”). Each such prepayment ~~and commitment reduction~~ shall be made on a date (an "“Excess Cash Flow Application Date"”) no later than ~~five~~ ten (10) Business Days after ~~the earlier of (i)~~ the date on which the financial statements of ~~the Borrower~~ Holdings referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the ~~Lenders~~ Lenders. Any such amount of Excess Cash Flow may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment is required under the terms of such Other Applicable Indebtedness (with any remaining Excess Cash Flow applied to prepay outstanding Term Loans in accordance with the terms hereof), unless such application would result in the holders of Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate Outstanding Amount of Term Loans and Other Applicable Indebtedness at such time) of such Excess Cash Flow relative to Term Lenders, in which case such Excess Cash Flow may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans. To the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased, repaid or prepaid with any such Excess Cash Flow, the declined amount of such Excess Cash Flow shall promptly (and, in any event, within ten (10) Business Days after the date of such rejection) be applied to prepay Term Loans in accordance with the terms hereof (to the extent such Excess Cash Flow would otherwise have been required to be applied if such Other Applicable Indebtedness was not then outstanding). (c) Subject to clause (d) of this Section 2.11, if, on any date, the Top Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event in excess of $10,000,000 in any fiscal year, then, unless the Borrower Representative has determined in good faith that such Net Cash Proceeds shall be reinvested in its business (a “Reinvestment Event”), an aggregate amount equal to the Asset Sale Percentage (determined on a Pro Forma Basis as of the Test Period most recently ended prior to (x) at the time of the making of such prepayment or, at the Borrower Representative’s option, (y) at the time of receipt of Net Cash Proceeds) of such Net Cash Proceeds shall be applied within five (5) Business Days of such date to prepay (A) outstanding Term Loans in accordance with this Section 2.11 and (iiB) at the Borrower Representative’s option Other Applicable Indebtedness; provided that, notwithstanding the foregoing, within five (5) Business Days following each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to any Asset Sale or Recovery Event, shall be applied to prepay the outstanding Loans as set forth in Section 2.11(g); provided, further, that the Top Borrower may elect to deem expenditures that would otherwise be permissible reinvestments pursuant to this clause (c) that occur within 90 days prior to the actual receipt of Net Cash Proceeds from any Asset Sale or Recovery Event to have been reinvested in accordance with the provisions hereof so long as such expenditure has been made no earlier that the earliest of (1) notice to the Administrative Agent of such Asset Sale or Recovery Event (it being agreed that the Administrative Agent will not distribute such notice to the lenders until the occurrence of (2) or (3) as follows), (2) the execution of a definitive agreement for such Asset Sale or (3) the consummation of such Asset Sale or the occurrence of such Recovery Event. Any such Net Cash Proceeds may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment in respect of such Asset Sale or Recovery Event is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds applied to prepay outstanding Term Loans in accordance with the terms hereof), unless such application would result in the holders of Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate Outstanding Amount of Term Loans and Other Applicable Indebtedness at such time) of such Net Cash Proceeds relative to Term Lenders, in which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any such Net Cash Proceeds, the declined amount of such Net Cash Proceeds shall promptly (and, in any event, within ten (10) Business Days after the date of such ~~financial statements are actually delivered~~rejection) be applied to prepay Term Loans in accordance with the terms hereof (to the extent such Net Cash Proceeds would otherwise have been required to be applied if such Other Applicable Indebtedness was not then outstanding). (d) Notwithstanding anything to the contrary in this Agreement (including clauses (a), (b) and (c) above), to the extent that the Borrower Representative has determined in good faith that (i) any of or all the Net Cash Proceeds of any Indebtedness described in clause (a) above or any Asset Sale or Recovery Event by a Subsidiary or Excess Cash Flow attributable to Subsidiaries (or branches of Subsidiaries) are prohibited or delayed by applicable local law from being repatriated to the relevant Borrower(s) (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors), (ii) such repatriation would present a material risk of liability for the applicable Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officers) or (iii) in the case of Foreign Subsidiaries (including repatriation or distributions that would be made through Foreign Subsidiaries), such repatriation or any distribution of the relevant amounts would result in material adverse Tax consequences, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times set forth in this Section 2.11 but may be retained by the applicable Subsidiary or branch (the Borrowers hereby agreeing to cause the applicable Subsidiary or branch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law or incurring material adverse Tax consequences; (provided, however, that no such commercially reasonable actions shall be required to be taken later than twelve (12) months after the applicable Indebtedness Incurrence, Asset Sale, Recovery Event or (with respect to any such Excess Cash Flow) the last day of the applicable Excess Cash Flow Period)) provided, that for a period of 365 days from receipt of such Net Cash Proceeds, if such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow becomes permitted under such applicable local law, would not present a material risk as described in clause (ii) above, or no such material adverse Tax consequences would result from such distribution, such distribution will be promptly affected and such distributed Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than ten (10) Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of Term Loans pursuant to this Section 2.11. (e) In the event the aggregate Outstanding Amount of Revolving Loans, L/C Obligations and Swingline Loans at any time exceeds (the “Revolving Excess”) the Total Revolving Commitments then in effect, the Borrowers shall promptly repay Swingline Loans and Revolving Loans and Collateralize Letters of Credit to the extent necessary to remove such Revolving Excess. (f) The Borrower Representative shall deliver to the Administrative Agent notice, substantially in the form of Exhibit E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), of each prepayment required under this Section 2.11 (other than prepayments pursuant to Section 2.11(a)), which notice must be received by the Administrative Agent not less than three (3) Business Days (or such shorter time as the Administrative Agent shall reasonably agree) prior to the date such prepayment shall be made. The Administrative Agent will promptly notify each applicable Lender of such notice. Each such Lender may reject all of its Pro Rata Share of the prepayment (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower Representative no later than (i) 5:00 p.m., New York City time on the date of such ▇▇▇▇▇▇’s receipt of such notice from the Administrative Agent, if such notice is received prior to 11:00 a.m., New York City time, and (ii) 12:00 p.m., New York City time on the date following such ▇▇▇▇▇▇’s receipt of such notice from the Administrative Agent, if such notice is received after 11:00 a.m. New York City time. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, such failure will be deemed an acceptance of such prepayment. Subject to ~~Section 2.18~~any requirements of the Second Lien Facility or any other Indebtedness, ~~amounts~~ any Declined Proceeds may be retained by the Borrowers (such retained amount, the “Retained Declined Proceeds”). Each notice delivered pursuant to the first sentence of this clause (f) shall, as applicable, set forth in reasonable detail the calculation of the amount of such prepayment (including a calculation of any Asset Sale Percentage). (g) Amounts to be applied in connection with any prepayments ~~and Commitment reductions~~ made pursuant to this Section 2.11 (other than Section 2.11(e)) shall be ~~applied, first,~~ applied to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereofin accordance with Section 2.17(b), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment of Loans pursuant to this Section 2.11 shall be made ~~first to Base Rate~~ on a pro rata basis within any Class of Loans ~~and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result~~ regardless of ~~such prepayment)~~Type. Each prepayment of the Loans under this Section 2.11 (except in the case of Revolving ~~Credit~~ Loans that are ~~Base Rate~~ ABR Loans (to the extent all Revolving Loans are not being prepaid) and ~~Swing Line~~ Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (eh) ~~Any~~ Notwithstanding any of the other provisions of this Section 2.11, if any prepayment of EurocurrencyTerm Benchmark Loans ~~and/or reduction~~ is required to be made under this Section 2.11 other than on the last day of ~~Commitments~~ the Interest Period applicable thereto, the applicable Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder with the Administrative Agent, to be held as security for the obligations of the applicable Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from any Borrower or any other Loan Party) to apply such amount to the prepayment of such EurocurrencyTerm Benchmark Loans in accordance with this Section 2.11 (determined as of the date such prepayment was required to be originally made); provided that such unpaid EurocurrencyTerm Benchmark Loans shall continue to bear interest in accordance with Section 2.15 until such unpaid EurocurrencyTerm Benchmark Loans have been prepaid. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from any Borrower or any other Loan Party) to apply such amount to the prepayment of the applicable EurocurrencyTerm Benchmark Loans in accordance with Section 2.11 (determined as of the date such prepayment was required to be originally made). Notwithstanding anything to the contrary contained in this Agreement, any amounts held by the Administrative Agent pursuant to this ~~Section,~~ subsection (h) pending application to any EurocurrencyTerm Benchmark Loans shall be held and ~~the rights of the Lenders in respect thereof, are subject~~ applied to the ~~provisions~~ satisfaction of ~~Section 2.18~~such EurocurrencyTerm Benchmark Loans prior to any other application of such amounts as may be provided for herein.

Appears in 1 contract

Sources: First Lien Credit Agreement (Powerschool Holdings, Inc.)

Mandatory Prepayments and Commitment Reductions. Following the Effective Date (aor, in the case of clause (iv) ~~Unless~~ below, following the ~~Required Prepayment Lenders~~ end of the Certain Funds Period), unused outstanding Commitments shall ~~otherwise agree~~ be reduced and ~~without prejudice~~ outstanding Advances of a Class shall be prepaid, in each case, on a Sterling-for-Sterling basis (with amounts received in non-Sterling currencies to ~~Section 7.2, if any Indebtedness is incurred after the date hereof~~ be converted by ~~Holdings,~~ the Borrower ~~or any~~ to the Sterling Equivalent for purposes of ~~its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect~~ this calculation) on the date of (in the case of a reduction of Commitments) or within five Business Days of (in the case of a prepayment of Advances) receipt by any member of the Reporting Group of any Net Proceeds (or in the case of clause (i)(y) below, Commitments) referred to in this ~~Agreement~~paragraph (d) (or, in the case of clause (iv) below, as provided in such clause) by or with an amount equal to: (i) (x) 100% of the Net Proceeds received (including into an Escrow Account) by such member of the Reporting Group from the incurrence of Debt (excluding (A) intercompany debt among members of the Reporting Group, (B) borrowings under the Borrower’s Existing Credit Agreement or any revolving facility in replacement thereof in an amount up to US$2,000,000,000, (C) any other ordinary course borrowings under existing working capital or overdraft facilities, (D) issuances of commercial paper, (E) purchase money indebtedness incurred in the ordinary course of business, (F) indebtedness with respect to capital leases incurred in the ordinary course of business and Capitalized Lease Obligations incurred in connection with the leasing of satellite transponders, (G) Debt of the Borrower incurred to refinance, repurchase, repay, redeem or defease the Borrower’s Debt in respect of its $350 million 7.25% Senior Debentures due May 18, 2018, $250 million 8.25% Senior Debentures due August 10, 2018 and/or $700 million of 6.90% Senior Notes due March 1, 2019, in each case, to the extent such Debt is scheduled to mature within twelve months of the date of such incurrence, (H) any Permitted Film Financing, (I) any Investment Preferred Stock, (J) any Negative Pickup Arrangements, (K) Debt incurred under the existing revolving and term loan facilities of Yankees Entertainment and Sports Network and any refinancing thereof, in each case, so long as the aggregate principal amount thereof does not to exceed US$2,500,000,000 and such Debt is non-recourse with respect to any Loan Party and (L) other Debt (except any Debt incurred to finance the Transactions) in an amount not to exceed US$500,000,000 in the aggregate) and (y) the aggregate amount of commitments received in respect of any Qualifying Committed Financing (it being understood that following the effectiveness of such Commitment reduction and solely to the extent of the amount thereof, there shall be no duplicative prepayment of Advances from subsequent proceeds (up to such amount) received from such Qualified Committed Financing pursuant to clause (d)(i)(x)) of this Section 2.04); (ii) 100% of the Net Proceeds received (including into an Escrow Account) from the issuance of any equity interests (including any equity-linked securities, hybrid securities and debt securities which are convertible into equity) by any member of the Reporting Group (other than (A) issuances pursuant to employee stock plans or other benefit or employee incentive arrangements, (B) issuances of equity as consideration for any acquisition or other Investment, (C) issuances of equity interests of any Foreign Subsidiaries, (D) issuances of equity interests of Domestic Subsidiaries yielding Net Proceeds not to exceed US$500,000,000 in the aggregate and (E) issuances in connection with the purchase price payable with respect to the Transactions); (iii) 100% of the Net Proceeds received (including into an Escrow Account) by such member of the Reporting Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among members of the Reporting Group and (B) Asset Sales, the Net Proceeds of which do not exceed US$500,000,000 in the aggregate); provided that if no Event of Default exists and the Borrower shall deliver to the Designated Agent a certificate of a Responsible Officer of the Borrower to the Designated Agent promptly following receipt of any such Net Proceeds setting forth the Reporting Group’s intention to use any portion of such Net Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair tangible or intangible assets useful in the business of the Reporting Group or to acquire equity interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person engaged in a business of a type that the Reporting Group would not be prohibited, pursuant to Section 5.02(d), from conducting, in each case within the Reinvestment Period, such portion of such Net Proceeds shall not constitute Net Proceeds except to the extent not, within the Reinvestment Period, so used (or with respect to a Casualty Event in each case within such period as shall be reasonably required to repair, replace or reinstate the affected assets); and (iv) within ten Business Days of the first Business Day following the end of the Certain Funds Period on which the Borrower would be permitted under applicable law and the Target’s and/or its Subsidiaries’ constitutional documents to cause (including pursuant to intercompany loans permitted following the taking of the applicable actions referred to in Section 5.01(k)(xii)) the Target and/or its Subsidiaries’ cash and Cash Equivalents to be paid or distributed to the Borrower and used for the prepayment of the Advances (the amount of such cash and Cash Equivalents, the “Available Target Amount”), an amount equal to 100% of the ~~Net Cash Proceeds thereof shall be applied on~~ Available Target Amount, whether or not the ~~date of such issuance~~ Borrower in fact causes the payment or ~~incurrence toward the prepayment~~ distribution of the ~~Term Loans~~ Available Target Amount or satisfies such prepayment obligations using such alternative funds. All mandatory prepayments and ~~the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d).~~ Commitment reductions (ba) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter, 100%~~ of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, clauses (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower), (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) ~~for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k)~~ above shall be ~~equal~~ applied: first to the ~~lesser of (A)~~ Tranche 1 Commitments, second to the ~~amount of such Net Cash Proceeds~~ Tranche 1 Advances, third to the Tranche 2 Commitments and fourth to the Tranche 2 Advances and (Bb) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of ~~the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b~~clause (iv) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there above shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered applied: first to the ~~Lenders~~ Tranche 2 Commitments and ~~(ii)~~ second to the ~~date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with~~ Tranche 2 Advances. All mandatory prepayments and Commitment reductions ~~made pursuant to this Section shall~~ will be ~~applied~~applied without penalty or premium (except for breakage costs and accrued interest, ~~first, to~~ if any) and will be applied pro rata among the ~~prepayment~~ Lenders of the ~~Term Loans and~~applicable Class of Advances (or, ~~second~~if applicable, ~~to reduce permanently the Revolving Credit~~ Class of Commitments~~. Any~~ ); provided, that such reduction of the ~~Revolving Credit~~ Commitments ~~shall be accompanied by~~ or prepayment of ~~the Revolving Credit Loans and/or Swing Line Loans to the extent~~Advances, ~~if any~~as applicable, of Lenders which are Affiliates of each other may be allocated between such affiliated Lenders as they may otherwise determine; and provided, further, that such Lenders shall provide the ~~Total Revolving Extensions~~ Designated Agent with prompt notice of ~~Credit exceed~~ such allocation. For the ~~amount~~ avoidance of doubt, mandatory prepayments of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall Advances may not be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidreborrowed. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Bridge Credit Agreement (Twenty-First Century Fox, Inc.)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ If any Indebtedness is shall be incurred ~~after the date hereof~~ by ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member (~~excluding~~ other than any Indebtedness permitted to be incurred by any such Person in accordance with Section ~~7.2~~ 7.2), concurrently with, and as ~~in effect on the date~~ a condition to closing of ~~this Agreement)~~such transaction, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in clause (g) of this Section ~~2.12(d)~~2.11. (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans Subject to clauses (d) and ~~the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing,~~ (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree2.11, if, for any ~~fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs~~Excess Cash Flow Period, there shall be Excess Cash Flow, an amount equal to (i) the ECF Percentage for such period of such Excess Cash Flow over (ii) in each case at the option of the Borrower Representative and to the extent not funded with (x) the proceeds of Indebtedness constituting “long term indebtedness” (or a comparable caption) under GAAP (other than Indebtedness in respect of any revolving credit facility) or (y) the proceeds of Permitted Cure Securities applied pursuant to Section 9.4, the aggregate amount of (1) all Purchases by any Permitted Auction Purchaser (determined as the par value of the Loans purchased by such Permitted Auction Purchaser) pursuant to a Dutch Auction or open market purchase permitted hereunder, (2) voluntary prepayments of Term Loans and Revolving Loans (but, in the case of Revolving Loans, only to the extent of a concurrent and permanent reduction in the Revolving Commitments), (3) optional prepayments, purchases and redemptions and buybacks (with credit given to the par value of the loans or notes repurchased) by UK Holdco and the Restricted Subsidiaries of other Indebtedness that is secured by a Lien ranking pari passu (determined without regard to the control of remedies) with the Lien securing the Obligations (but, in the case of revolving indebtedness, only to the extent of a concurrent and permanent reduction in the revolving commitments), (4) payments by UK Holdco and the Restricted Subsidiaries in cash on account of Capital Expenditures, (5) payments by UK Holdco and the Restricted Subsidiaries in cash on account of acquisitions or other Investments permitted hereunder (including any earn-out payments) and (6) Restricted Payments made in cash pursuant to Section 7.3(a), (b)(iv), (b)(v), (b)(vi), (b)(viii), (b)(x), (b)(xii), (b)(xiii), (b)(xix) and (b)(xxi), in each case, made during, or committed to be made within 12 months of the end of, the Excess Cash Flow Period (provided, however, that if any payment committed to be made is not actually made in cash within such period, such amount shall be added back to Excess Cash Flow for the subsequent Excess Cash Flow Period) or, at the option of the Borrower Representative, after the Excess Cash Flow Period and prior to the Excess Cash Flow Application Date, shall, on the relevant Excess Cash Flow Application Date, ~~apply the ECF Percentage of such Excess Cash Flow~~ be applied toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in clause (g) of this Section ~~2.12(d~~2.11, provided that no such prepayment shall be made if the Excess Cash Flow for any Excess Cash Flow Period is less than $10,000,000 (and, if Excess Cash Flow exceeds such amount, only such excess shall be subject to prepayment). Each such prepayment ~~and commitment reduction~~ shall be made on a date (an "“Excess Cash Flow Application Date"”) no later than ~~five~~ 10 Business Days after ~~the earlier of (i)~~ the date on which the financial statements of ~~the Borrower~~ UK Holdco referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the ~~Lenders~~ Lenders. (c) Subject to clauses (d) and (i) of this Section 2.11, if, on any date, UK Holdco or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event in excess of (i) the greater of $2,000,000 and 0.7% of Consolidated EBITDA as of the most recently ended Reference Period in any single transaction or series of related transactions and (ii) with respect to all other Net Cash Proceeds not excluded pursuant to the preceding clause (i), the greater of $5,000,000 and 1.6% of Consolidated EBITDA as of the most recently ended Reference Period for all such Net Cash Proceeds in any fiscal year, then, unless the Borrower Representative has determined in good faith that such Net Cash Proceeds shall be reinvested in its business (a “Reinvestment Event”), an aggregate amount equal to 100% of such Net Cash Proceeds shall be applied within five Business Days of such date ~~such financial statements are actually delivered~~to prepay outstanding Term Loans in accordance with this Section 2.11; provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to any Asset Sale or Recovery Event, shall be applied to prepay the outstanding Term Loans as set forth in Section 2.11(g). (d) ~~Subject~~ Notwithstanding anything to the contrary in this Agreement (including clauses (b) and (c) above), to the extent that the Borrower Representative has determined in good faith that (i) any of or all the Net Cash Proceeds of any Asset Sale or Recovery Event by a Subsidiary or Excess Cash Flow attributable to Subsidiaries (or branches of Subsidiaries) are prohibited or delayed by applicable local law from being repatriated to the relevant Borrower(s) (including as a result of financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors), (ii) such repatriation would present a material risk of liability for the applicable Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officers) or (iii) in the case of Foreign Subsidiaries, such repatriation or any distribution of the relevant amounts would reasonably be expected to result in material adverse Tax consequences, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times set forth in this Section ~~2.18~~2.11 but may be retained by the applicable Subsidiary or branch (the Borrowers hereby agreeing to cause the applicable Subsidiary or branch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law or incurring material adverse Tax consequences); provided, ~~amounts~~ that for a period of 360 days from receipt of such Net Cash Proceeds, if such repatriation becomes permitted under such applicable local law, would not present a material risk as described in clause (ii) above, or no such material adverse Tax consequences would result from such distribution, as the case may be, such distribution will be promptly effected and such distributed Net Cash Proceeds will be promptly (and in any event not later than 10 Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of Term Loans pursuant to this Section 2.11. (e) In the event the aggregate Outstanding Amount of Revolving Loans, L/C Obligations and Swingline Loans at any time exceeds (the “Revolving Excess”) the Total Revolving Commitments then in effect, the Revolving Borrowers shall immediately (or, if such Revolving Excess results solely from a Recalculation, within 2 Business Days) repay Swingline Loans and Revolving Loans and Collateralize Letters of Credit to the extent necessary to remove such Revolving Excess. (f) The Borrower Representative shall deliver to the Administrative Agent notice, substantially in the form of Exhibit E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), of each prepayment required under this Section 2.11, which notice must be received by the Administrative Agent not less than three Business Days (or such shorter time as the Administrative Agent shall reasonably agree) prior to the date such prepayment shall be made. The Administrative Agent will promptly notify each applicable Lender of such notice. Each such Lender may reject all of its Pro Rata Share of any prepayment pursuant to clause (b) or (c) above (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower Representative no later than 12:00 p.m. (New York City time), two Business Days after the date of such Lender’s receipt of such notice from the Administrative Agent. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above such failure will be deemed an acceptance of such prepayment. Any Declined Proceeds may be retained by the Borrowers (such retained amount, the “Retained Declined Proceeds”). The Borrower Representative shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.11, an Officer’s Certificate setting forth in reasonable detail the calculation of the amount of such prepayment. (g) Amounts to be applied in connection with any mandatory prepayments ~~and Commitment reductions~~ made pursuant to this Section 2.11 shall be ~~applied, first,~~ applied to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereofin accordance with Section 2.17(b), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment of Loans pursuant to this Section 2.11 shall be made ~~first to Base Rate Loans and second to Eurodollar Loans (in~~ on a ~~manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result~~ pro rata basis regardless of ~~such prepayment)~~Type. Each prepayment of the Loans under this Section 2.11 (except in the case of Revolving ~~Credit~~ Loans that are ~~Base Rate~~ ABR Loans (to the extent all Revolving Loans are not being prepaid) and ~~Swing Line~~ Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (eh) ~~Any~~ Notwithstanding any of the other provision of this Section 2.11, if any prepayment of Eurocurrency Loans ~~and/or reduction~~ or Term SOFR Loans is required to be made under this Section 2.11 other than on the last day of ~~Commitments~~ the Interest Period applicable thereto, the applicable Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder with the Administrative Agent, to be held as security for the obligations of the applicable Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from any Borrower or any other Loan Party) to apply such amount to the prepayment of such Eurocurrency Loans or Term SOFR Loans in accordance with this Section 2.11 (determined as of the date such prepayment was required to be originally made); provided that such unpaid Eurocurrency Loans or Term SOFR Loans shall continue to bear interest in accordance with Section 2.15 until such unpaid Eurocurrency Loans or Term SOFR Loans have been prepaid. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from any Borrower or any other Loan Party) to apply such amount to the prepayment of the applicable Eurocurrency Loans or Term SOFR Loans in accordance with this Section 2.11 (determined as of the date such prepayment was required to be originally made). Notwithstanding anything to the contrary contained in this Agreement, any amounts held by the Administrative Agent pursuant to this ~~Section~~clause (h) pending application to any Eurocurrency Loans or Term SOFR Loans shall be held and applied to the satisfaction of such Eurocurrency Loans or Term SOFR Loans prior to any other application of such property as may be provided for herein. (i) Notwithstanding the foregoing provisions of this Section 2.11, at the Borrower Representative’s option, outstanding Indebtedness that is secured by the Collateral on a pari passu basis (determined without regard to the control of remedies) with the Obligations hereunder (“Other Applicable Indebtedness”) may share, on the terms set forth below, in any mandatory prepayment of the Term Loans pursuant to Section 2.11(b) and/or (c), and the ~~rights~~ amount of any such prepayment required to be made hereunder shall be reduced accordingly. Any Net Cash Proceeds or Excess Cash Flow may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment in respect of such Asset Sale, Recovery Event or Excess Cash Flow is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds or Excess Cash Flow applied to prepay outstanding Term Loans in accordance with the terms hereof), unless such application would result in the holders of Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the ~~Lenders~~ aggregate Outstanding Amount of Term Loans and Other Applicable Indebtedness at such time) of such Net Cash Proceeds relative to Term Lenders, in ~~respect thereof~~which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, ~~are subject~~ repaid or prepaid with any such Net Cash Proceeds or Excess Cash Flow, the declined amount of such Net Cash Proceeds or Excess Cash Flow shall promptly (and, in any event, within 10 Business Days after the date of such rejection) be applied to prepay Term Loans in accordance with the terms hereof (to the ~~provisions of Section 2.18.~~extent such Net Cash Proceeds or Excess Cash Flow would otherwise have been required to be applied if such Other Applicable Indebtedness was not then outstanding)

Appears in 1 contract

Sources: Incremental Facility Amendment (CLARIVATE PLC)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders~~ If any Capital Stock or Indebtedness shall ~~otherwise agree and without prejudice to Section 7.2, if~~ be issued or incurred by any ~~Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries~~ Group Member (excluding any Indebtedness incurred in accordance with Section ~~7.2 as in effect on~~ 8.2 and the ~~date~~ Net Cash Proceeds received by the Borrower from the exercise of ~~this Agreement),~~ stock options) an amount equal to 100% of the Net Cash Proceeds ~~thereof~~ in respect of the issuance of such Capital Stock and the incurrence of such Indebtedness, in each case, shall be applied on the date of such issuance or incurrence toward the prepayment of the ~~Term~~ Revolving Loans ~~and~~ to the ~~reduction of the~~ extent Revolving ~~Credit Commitments as set forth in Section 2.12(d)~~Loans are then outstanding. (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the ~~Term~~ Revolving Loans ~~and~~ to the ~~reduction of the~~ extent Revolving ~~Credit Commitments as set forth in Section 2.12(d)~~Loans are then outstanding; provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales ~~(other than Asset Sales in connection with the Ripon Transition)~~ and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the ~~Borrower,~~ Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the ~~Term~~ Revolving Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Dateextent Revolving Loans are then outstanding. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts Amounts to be applied in connection with prepayments ~~and Commitment reductions~~ made pursuant to ~~this~~ Section 2.6 shall be ~~applied, first,~~ applied to the prepayment of the ~~Term Loans and, second, to reduce permanently the~~ Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative AgentLoans. The application of any prepayment pursuant to ~~this~~ Section 2.7 shall be ~~made first~~ made, first, to Base Rate Loans ~~and second to Eurodollar Loans (in a manner~~and, second, to ~~the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~LIBOR Loans. Each prepayment of the Revolving Loans under ~~this~~ Section ~~(except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans)~~ 2.7 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (TrueBlue, Inc.)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if any Indebtedness is incurred after~~ Within ten (10) days of the date ~~hereof~~ of receipt by ~~Holdings, the~~ Borrower or any of its Subsidiaries of any Net Cash Proceeds, first, Borrower shall make a mandatory prepayment, without premium or penalty (~~excluding any Indebtedness incurred in accordance with~~ other than costs required to be paid pursuant to Section ~~7.2 as in effect on the date of this Agreement~~2.17(d)), of, the Term Advances and, second, after payment in full of the Term Advances, the outstanding Revolving Advances or, to the extent that at such time no Revolving Advances are outstanding, shall cash collateralize any outstanding Letters of Credit, in an amount equal to 100% of ~~the~~ such Net Cash Proceeds ~~thereof~~ (and the Revolving Credit Commitment Amount shall be ~~applied~~ reduced by the amount of Net Cash Proceeds remaining after payment in full of the Term Advances). In the event a mandatory prepayment of Revolving Advances or cash collateralization of Letters of Credit is required to be made under this Section 2.13(a), the Revolving Credit Commitment Amount shall be permanently reduced immediately by the amount thereof. (b) If at any time (A) the sum of the aggregate principal amount of the outstanding Revolving Advances plus the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate amount of all unreimbursed drawings under Letters of Credit shall exceed (B) the Revolving Credit Commitment Amount, Borrower shall, without demand or notice, prepay Revolving Advances or cash collateralize or replace Letters of Credit in such amount as may be necessary to eliminate such excess, and Borrower shall take such action on the ~~date~~ Banking Day on which Borrower learns or is notified of the excess, if Borrower so learns or is so notified prior to 1:00 p.m. (New York City time) on such ~~issuance or incurrence toward~~ day, and otherwise on the immediately succeeding Banking Day. Notwithstanding any contrary provision contained herein, the prepayment of any Advance or cash collateralization or replacement of any Letter of Credit hereunder (including, without limitation, pursuant to this Section 2.13 or Section 2.11) as a result of the prepayment of Term ~~Loans and~~ Advances or the termination or permanent reduction of the Revolving Credit ~~Commitments as set forth in Section 2.12(d). (b) Unless~~ Commitment Amount or the ~~Required Prepayment Lenders shall otherwise agree~~L/C Commitment Amount, ~~if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice~~ shall be ~~delivered in respect thereof within five Business Days thereafter, 100%~~ accompanied by the payment of ~~such Net Cash Proceeds shall be applied~~ accrued interest on ~~such fifth Business Day toward~~ the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount ~~equal~~ prepaid to the ~~Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment~~ date of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Datepayment. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with Any prepayments ~~and Commitment reductions~~ made pursuant to this Section 2.13 shall be ~~applied, first,~~ applied first to Reference Rate Advances to the ~~prepayment~~ extent then outstanding and then to Eurodollar Rate Advances to the extent then outstanding, subject to Section 2.17(d). Any prepayments of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment Advances made pursuant to this Section 2.13 shall be ~~made first to Base Rate Loans and second to Eurodollar Loans (in a manner,~~ applied to the ~~extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except~~ remaining installments in ~~the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid~~reverse chronological order. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Bally Total Fitness Holding Corp)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders~~ If any Capital Stock or Indebtedness shall ~~otherwise agree and without prejudice to Section 7.2, if any Indebtedness is incurred after the date hereof~~ be issued or Incurred by ~~Holdings,~~ the Borrower or any of its Subsidiaries (excluding any Permitted Issuance and any Incurrence of Indebtedness ~~incurred~~ in accordance with Section 7.2 as in effect on the date of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof (excluding any Equity Financing Proceeds) shall be applied on the date of such issuance or ~~incurrence~~ Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section ~~2.12(d~~2.11(d). (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings,~~ the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be ~~applied on~~ applied, within five Business Days after such ~~fifth Business Day~~ date, toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section ~~2.12(d~~2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales ~~(other than Asset Sales in connection with the Ripon Transition)~~ that may be excluded from the foregoing requirement ~~pursuant to a Reinvestment Notice shall not exceed $5,000,000~~ in any fiscal year of the ~~Borrower~~Borrower pursuant to a Reinvestment Notice, when added to the aggregate fair market value of Property Disposed of in connection with Asset Swaps during such fiscal year, shall not exceed $20,000,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section ~~2.12(d) and (iii) for purposes of this Section 2.12(b~~2.11(d), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments and Revolving Credit Commitment reductions made pursuant to this Section 2.11 shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the ~~Total~~ aggregate Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section 2.11 shall be made first to ~~Base Rate~~ ABR Loans and second to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. ~~Each prepayment~~ Amounts prepaid on account of the Term Loans ~~under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall~~ may not be ~~accompanied by accrued interest to the date of such prepayment on the amount prepaid~~reborrowed. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Campfire Inc)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless~~ If for any reason the ~~Required Prepayment Lenders~~ Total Revolving Extensions of Credit exceeds the lesser of (x) the Total Revolving Commitments then in effect and (y) the Maximum Permitted Outstanding Amount, the Borrowers shall ~~otherwise agree and without prejudice~~ immediately prepay the applicable Loans in an aggregate amount equal to such excess. (b) [Reserved]. (c) On March 31, 2021, the Total Revolving Commitments shall be reduced automatically to $400,000,000 and, concurrently with such reduction, the Borrowers shall make any prepayment of Loans (and, if applicable, cash collateralize outstanding Letters of Credit), in each case, to the extent required pursuant to Section ~~7.2, if~~ 2.6(e) as a result of such reduction. (d) If any Indebtedness is shall be incurred ~~after the date hereof by Holdings, the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with~~ pursuant to Section ~~7.2 as in effect on the date of this Agreement~~7.2(h), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be immediately applied toward the prepayment of the ~~Term Loans and the~~ Loans. (e) Any reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving ~~Credit Loans and/or Swing Line~~ Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving ~~Credit~~ Commitments as so reduced, provided that if the aggregate principal amount of Revolving ~~Credit Loans and Swing Line~~ Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the ~~Borrower~~ Borrowers shall, to the extent of the balance of such excess, cash collateralize on or prior to the date of such reduction (in the manner described in Section 3.9) or replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative AgentCredit. The application of any prepayment pursuant to ~~this~~ Section 2.6 shall be ~~made first~~ made, first, to ~~Base Rate~~ ABR Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Revolving Loans under ~~this~~ Section 2.6 (except in the case of Revolving ~~Credit~~ Loans that are ~~Base Rate Loans and Swing Line~~ ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Colony Capital, Inc.)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ If any Indebtedness is for Borrowed Money shall be issued or incurred ~~after~~ by the ~~date hereof by Holdings, the Borrower~~ Company or any of its Restricted Subsidiaries (excluding any Indebtedness incurred in accordance with ~~Section 7.2~~ subsection 6.1(a) through (d) as in effect on the date of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in ~~Section 2.12(d~~subsection 2.10(c), PROVIDED that the provisions of this subsection shall be inapplicable to Indebtedness for Borrowed Money issued or incurred subsequent to the Closing Date in an aggregate principal amount not in excess of $100,000,000 so long as, after giving effect to the issuance or incurrence thereof, the ratio of Total Debt then outstanding to Operating Cash Flow for the then most recently ended period of four consecutive fiscal quarters for which financial statements shall have been delivered to the Banks pursuant to subsection 5.1 is less than 4.5 to 1.0. (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings,~~ the ~~Borrower~~ Company or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within ~~five Business Days thereafter~~30 days after such Asset Sale or Recovery Event, ~~100% of~~ such Net Cash Proceeds shall be applied on the 30th day after such ~~fifth Business Day~~ Asset Sale or Recovery Event toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in ~~Section 2.12(d~~subsection 2.10(c); ~~provided~~PROVIDED, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales ~~(other than Asset Sales in connection with the Ripon Transition)~~ that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $~~5,000,000 in any fiscal year of the Borrower,~~ 25,000,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in ~~Section 2.12(d) and (iii) for purposes of this Section 2.12(b~~subsection 2.10(c), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) ~~Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year~~ Any payments of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this ~~Section~~ subsection shall be ~~applied, first,~~ applied FIRST to the prepayment of the Term ~~Loans and~~Loans, ~~second~~with such prepayment being applied to the installments of principal thereof ratably according to the then remaining amounts thereof, and SECOND to ~~reduce permanently~~ the ~~Revolving Credit Commitments. Any such~~ permanent reduction of the Revolving Credit ~~Commitments shall be accompanied by~~ Commitment (and to the prepayment of the Revolving Credit Loans ~~and/or Swing Line Loans~~ to the ~~extent, if any,~~ extent that the ~~Total Revolving Extensions of Credit exceed~~ then aggregate outstanding principal amount thereof exceeds the ~~amount of the Total~~ Revolving Credit ~~Commitments~~ Commitment as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof)~~, the Borrower shall, to the extent~~ . Amounts prepaid on account of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall Term Loan Notes may not be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidreborrowed. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (American Media Operations Inc)

Mandatory Prepayments and Commitment Reductions. (ai) ~~Unless the Required Prepayment Lenders~~ If any Capital Stock or Indebtedness shall ~~otherwise agree and without prejudice to Section 7.2, if any Indebtedness is~~ be issued or incurred ~~after the date hereof~~ by ~~Holdings,~~ the Borrower or any of its Subsidiaries after the Funding Date (excluding (A) any Capital Stock issued by the Borrower in connection with employee compensation arrangements, and (B) any Indebtedness incurred in accordance with Section ~~7.2 as in effect on the date of this Agreement~~7.2), an amount equal to ~~100%~~ the Applicable Prepayment Percentage of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~2.11(d). (bii) ~~Unless~~ Notwithstanding the ~~Required Prepayment Lenders shall otherwise agree~~foregoing paragraph (i), if the PCA IPO occurs on ~~any date Holdings~~or prior to the Funding Date, the Borrower ~~or any~~ shall be entitled to retain and hold in escrow for such purpose a portion of ~~its Subsidiaries shall receive~~ the Net Cash Proceeds ~~from~~ thereof required to satisfy any ~~Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered~~ tax liabilities in ~~respect thereof~~ connection therewith within ~~five Business Days thereafter, 100%~~ 12 months of the Funding Date and the balance of any such Net Cash Proceeds held in escrow for such tax liabilities not used to pay taxes due to the PCA IPO within 12 months of the Funding Date shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to repay any outstanding Revolving Loans (without reducing the ~~prepayment of the Term Loans~~ Total Revolving Commitments) and, second, to reduce ~~permanently~~ the ~~Revolving Credit~~ Tranche A Term Commitments~~. Any such reduction of~~ , the ~~Revolving Credit~~ Tranche B Term Commitments ~~shall be accompanied by prepayment of~~ and the ~~Revolving Credit Loans and/or Swing Line Loans to~~ Tranche C Term Commitments, ratably based on the ~~extent~~respective principal amounts thereof. (iii) Notwithstanding the foregoing paragraph (i), if ~~any, that~~ the ~~Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the~~ Senior Subordinated Notes are issued in an aggregate principal amount in excess of ~~Revolving Credit Loans and Swing Line Loans~~ $500,000,000, then ~~outstanding is less than~~ the ~~amount~~ Net Cash Proceeds of such excess shall be applied to reduce the Term Commitments on the Funding Date (~~because L/C Obligations constitute a portion thereof)~~or, if such issuance occurs after the ~~Borrower shall~~Funding Date, to ~~the extent of the balance~~ repay Term Loans on such later date) as follows: 50% of such ~~excess, replace outstanding Letters of Credit and/or deposit an~~ amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be ~~made first~~ applied to ~~Base Rate Loans and second to Eurodollar Loans~~ reduce the Tranche A Term Commitments (~~in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result~~ or prepay Tranche A Term Loans); 25% of such ~~prepayment~~amount shall be applied to reduce the Tranche B Term Commitments (or prepay Tranche B Term Loans)~~. Each prepayment~~ ; and 25% of such amount shall be applied to reduce the ~~Loans under this Section~~ Tranche C Term Commitments (~~except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line~~ or prepay Tranche C Term Loans) ~~shall be accompanied by accrued interest~~ unless the Required Lenders agree to ~~the date of such prepayment on the amount prepaid~~a different allocation. (eiv) ~~Any prepayment of Loans and/or reduction of Commitments pursuant~~ Notwithstanding the foregoing paragraph (i), if any indebtedness with respect to ~~this Section,~~ the existing publicly traded notes and ~~the rights~~ debentures of the ~~Lenders~~ Borrower intended to be paid in ~~respect thereof, are subject to~~ full and canceled or realigned through the ~~provisions of Section 2.18.~~Spin-Off is not paid in full and canceled or realigned (such

Appears in 1 contract

Sources: Credit Agreement (Tenneco Automotive Inc)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless~~ If at any time the ~~Required Prepayment Lenders shall otherwise agree~~ sum of the Loans and ~~without prejudice~~ the Letter of Credit Outstandings exceeds the Commitments (including at any time after any reduction of the Commitments pursuant to Section ~~7.2, if any Indebtedness is incurred after the date hereof by Holdings~~2.5), the Borrower shall make a payment in the amount of such excess which payment shall be applied in the order set forth in Section 2.5(b). To the extent that after giving effect to any prepayment of the Loans required by the preceding sentence, the sum of the Loans and Letter of Credit Outstandings exceed the Commitments, the Borrower shall, without notice or ~~any of its Subsidiaries (excluding any Indebtedness incurred~~ demand, immediately cash collateralize the then outstanding L/C Obligations in ~~accordance with Section 7.2 as in effect on the date of this Agreement),~~ an amount equal to ~~100% of~~ such excess upon terms reasonably satisfactory to the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d)Administrative Agent. (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if on~~ If at any ~~date Holdings,~~ time the Borrower or any ~~of its Subsidiaries~~ Subsidiary shall receive ~~Net Cash Proceeds from~~ any ~~Asset Sale~~ cash proceeds of any casualty or ~~Recovery Event then~~condemnation in excess of $2,000,000 permitted by Section 8.6(c), ~~unless a Reinvestment Notice~~ such proceeds shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection deposited with the ~~Ripon Transition) that may be excluded from the foregoing requirement pursuant~~ Administrative Agent who shall hold such proceeds in a cash collateral account reasonably satisfactory to ~~a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal~~ it. From time to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b)time upon request, the ~~Net Cash Proceeds of any Asset Sale pursuant~~ Administrative Agent will release such proceeds to ~~Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings,~~ the Borrower or such Subsidiary, as necessary, to pay for replacement or rebuilding of the assets lost or condemned. If such assets are not replaced or rebuilt within one year (subject to reasonable extension for force majeure or weather delays) following the condemnation or casualty or if the Borrower fails to notify the Administrative Agent in writing on or before 180 days after such casualty or condemnation that the Borrower shall commence the replacement or rebuilding of such asset, then, in either case, the Administrative Agent may apply any ~~of their respective Subsidiaries~~ amounts in the ~~relevant Foreign Subsidiary after~~ cash collateral account to the ~~Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect~~ repayment of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective DateLoans. (c) ~~Unless~~ If the ~~Required Prepayment Lenders shall otherwise agree, if, for any fiscal year~~ daily balance of cash and Cash Equivalents of the Borrower ~~commencing with~~ and its Domestic Subsidiaries for each day in any 179 consecutive day period is in excess of $30,000,000 in the ~~fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow~~aggregate, the Borrower ~~shall~~shall immediately prepay in full all Loans, ~~on the relevant Excess Cash Flow Application Date~~if any, ~~apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans~~ then outstanding, and the ~~reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each~~ Borrower agrees that immediately after such prepayment and ~~commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days~~ immediately after ~~the earlier of (i) the date on which the financial statements~~ any repurchase or redemption of the ~~Borrower referred to in~~ Senior Unsecured Notes permitted under Section ~~6.1(a~~8.18(b)(iv), ~~for~~ the ~~fiscal year with respect to which such prepayment is made, are required to be delivered to~~ Borrower and its Domestic Subsidiaries shall have at least $5,000,000 in the ~~Lenders~~ aggregate of unrestricted cash and ~~(ii) the date such financial statements are actually delivered~~Cash Equivalents. (d) ~~Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to~~ The provisions of this Section 2.10 shall not be ~~applied, first, to the prepayment~~ in derogation of any other covenant or obligation of the ~~Term Loans and, second, to reduce permanently~~ Credit Parties and their Subsidiaries under the ~~Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments~~ Loan Documents and shall not be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 construed as a ~~result of~~ waiver of, or a consent to depart from, any such prepayment). Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidcovenant or obligation. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Activant Solutions Inc /De/)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ If any Indebtedness is shall be incurred ~~after the date hereof~~ by ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member (excluding any Indebtedness incurred in accordance with Section ~~7.2 as in effect on the date of this Agreement~~6.02), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the ~~Term Loans and the reduction of the Revolving Credit Commitments~~ Loan as set forth in Section ~~2.12(d~~2.05(d). (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member shall receive Net Cash Proceeds from any Asset ~~Sale or~~ Sale, Recovery Event or Extraordinary Receipt then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the ~~Term Loans and the reduction of the Revolving Credit Commitments~~ Loan as set forth in Section ~~2.12(d~~2.05(d); provided, ~~that, notwithstanding the foregoing,~~ that (i) the aggregate Net Cash Proceeds of Asset ~~Sales (other than Asset Sales in connection with the Ripon Transition)~~ Sales, Recovery Events and Extraordinary Receipts that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $~~5,000,000~~ 1,000,000 in any ~~fiscal year of the Borrower,~~ Fiscal Year and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the ~~Term Loans and the reduction of the Revolving Credit Commitments~~ Loan as set forth in Section ~~2.12(d) and (iii) for purposes of this Section 2.12(b~~2.05(d), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) ~~Unless the Required Prepayment Lenders shall otherwise agree~~If, ~~if, for~~ at any ~~fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow~~time during any Fiscal Quarter, the Borrower ~~shall~~receives Excess Payments under the Redemption Agreement, ~~on the relevant Excess Cash Flow Application Date, apply the ECF Percentage~~ an amount equal to 100% of such Excess ~~Cash Flow~~ Payments shall be applied on the Payment Date immediately succeeding the last day of such Fiscal Quarter toward the prepayment of the ~~Term Loans and the reduction of the Revolving Credit Commitments~~ Loan as set forth in Section ~~2.12(d~~2.05(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) ~~Subject to Section 2.18,~~ All amounts to be applied in connection with prepayments ~~and Commitment reductions~~ of the Loan made pursuant to this Section 2.05 shall be ~~applied, first,~~ applied to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans Loan and to the ~~extent, if any, that the Total Revolving Extensions~~ principal repayment installments thereof in inverse order of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)maturity. Each prepayment of the ~~Loans~~ Loan under ~~this~~ Section ~~(except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans)~~ 2.05 shall be accompanied by accrued interest to the date of such prepayment on the amount so prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Sanders Morris Harris Group Inc)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless~~ If any Capital Stock or Indebtedness shall be issued or incurred by any member of the ~~Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2~~Restricted Group, or if any Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement)Additional Subordinated Debt shall be incurred, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the ~~prepayment of the Term Loans and the~~ reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.6(d). (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings,~~ any member of the ~~Borrower or any of its Subsidiaries~~ Restricted Group shall receive Net Cash Proceeds from any Asset Sale ~~or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100~~then 80% of such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward ~~the prepayment of the Term Loans and~~ the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d); provided, that, notwithstanding~~ 2.6(d) unless the ~~foregoing,~~ Required Lenders waive the same in accordance with Section 10.1. (c) On (i) any date on which the outstanding Revolving Extensions of Credit exceed the aggregate Revolving Commitments or (ii) any member of the Restricted Group shall receive Net Cash Proceeds from a Recovery Event and, in the case of ~~Asset Sales~~ this clause (~~other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a~~ ii), no Reinvestment Notice shall ~~not exceed $5,000,000~~ have been delivered in respect thereof, the Borrower will apply the amount of such excess (in the case of clause (i)) or 50% of such Net Cash Proceeds (in the case of clause (ii)) to repay Loans and, to the extent of any ~~fiscal year~~ such amount remaining after repayment of all outstanding Loans (because of outstanding L/C Obligations), replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the ~~Borrower, (ii)~~ Lenders on terms and conditions satisfactory to the Administrative Agent. On each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the ~~Term Loans~~ Loans, replacement of outstanding Letters of Credit and ~~the reduction~~ collateralization of ~~the Revolving Credit Commitments~~ L/C Obligations as set forth in ~~Section 2.12(d) and (iii) for purposes~~ the first sentence of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. subsection (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with ~~prepayments and~~ Revolving Commitment reductions made pursuant to ~~this Section~~ subsections (a) and (b) above or subsection (e) below shall be ~~applied, first, to the prepayment of the Term Loans and, second,~~ applied to reduce permanently the Revolving ~~Credit Commitments~~Commitments unless the Required Lenders waive the same in accordance with Section 10.1. Any such reduction of the Revolving ~~Credit~~ Commitments shall be accompanied by prepayment of the Revolving ~~Credit Loans and/or Swing Line~~ Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving ~~Credit~~ Commitments as so reduced, provided that if the aggregate principal amount of Revolving ~~Credit Loans and Swing Line~~ Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. . (e) The Revolving Commitments shall be reduced in the manner specified in clause (d) above automatically and without further act by any Person on any date on which the Reference Amount (as defined in the Master Lease) is reduced pursuant to clause (i) of the definition thereof. (f) The application of any prepayment pursuant to this Section 2.6 shall be ~~made first~~ made, first, to ~~Base Rate~~ COF Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under this Section ~~(except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans)~~ 2.6 shall be accompanied by accrued interest to the date of such prepayment on the amount ~~prepaid~~prepaid and any amounts due under Section 2.15. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Caribou Coffee Company, Inc.)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ If any ~~Indebtedness is incurred after the date hereof by Holdings,~~ debt securities or instruments of the Borrower or any of its Subsidiaries shall be issued or sold or the Borrower or any of its Subsidiaries shall incur any Indebtedness (~~excluding~~ except any debt securities or instruments issued or any Indebtedness incurred in accordance with Section 7.2 as in effect on the ~~date of this Agreement),~~ Closing Date) an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in paragraph (c) of this Section ~~2.12(d)~~2.9. (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings,~~ the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or from any Recovery Event ~~then~~(other than, ~~unless~~ if no Event of Default shall have occurred and be continuing, to the extent that such Net Cash Proceeds are to be used to restore or replace the assets in respect of which such Recovery Event occurred within six months from the date of such Recovery Event, as certified by a Responsible Officer of the Borrower pursuant to a Reinvestment ~~Notice shall be delivered in respect thereof within five Business Days thereafter~~Notice), ~~100% of~~ such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in paragraph (c) of this Section ~~2.12(d)~~2.9; ~~provided,~~ provided that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in ~~Section 2.12(d~~paragraph (c) ~~and (iii) for purposes~~ of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date2.9. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.

Appears in 1 contract

Sources: Credit Agreement (Fpa Medical Management Inc)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless~~ If, as at any Report Date, the ~~Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if any Indebtedness is incurred after~~ Total Aggregate Exposure exceeds the ~~date hereof by Holdings~~Borrowing Base as at such date, the Borrower ~~or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect~~ shall on the ~~date of this Agreement), an amount equal to 100%~~ last day of the ~~Net Cash Proceeds thereof shall be applied on the date of~~ Interest Period including such ~~issuance or incurrence toward the prepayment of the Term Loans and the reduction of~~ Report Date prepay the Revolving ~~Credit Commitments~~ Loans in such amount as ~~set forth in Section 2.12(d)~~shall allow the Total Aggregate Exposure not to exceed the Borrowing Base. (b) ~~Unless~~ All proceeds received with respect to the ~~Required Prepayment Lenders~~ Key Man Insurance shall ~~otherwise agree~~be deposited in the Restricted Account and, if on ~~any~~ the earlier of the last day of the Interest Period during which such proceeds were received or, at the election of the Borrower, on a date ~~Holdings,~~ specified by the Borrower ~~or any~~ by notice delivered to the Administrative Agent at least three Business Days prior to such date, such proceeds shall be applied (together with interest accrued thereon pursuant to Section 6(a)(iii) of ~~its Subsidiaries~~ the Guarantee and Collateral Agreement), to the prepayment of the Revolving Loans. Any prepayment of the Revolving Loans pursuant to this Section 2.9(b) shall ~~receive~~ permanently reduce the Total Revolving Commitments by the amount of such prepayment. (c) All Net Cash Proceeds received from any ~~Asset Sale or~~ Recovery Event ~~then, unless a Reinvestment Notice~~ shall be ~~delivered~~ deposited in ~~respect thereof within five Business Days thereafter~~the Restricted Account and, ~~100%~~ on the earlier of the last day of the Interest Period during which such Net Cash Proceeds were received or, at the election of the Borrower, on a date specified by the Borrower by notice delivered to the Administrative Agent at least three Business Days prior to such date, shall be applied ~~on such fifth Business Day toward~~ (together with interest accrued thereon pursuant to Section 6(a)(iii) of the Guarantee and Collateral Agreement) to the prepayment of the ~~Term Loans and the reduction of the~~ Revolving ~~Credit Commitments as set forth in Section 2.12(d)~~Loans; provided, that, notwithstanding the foregoing, ~~(i)~~ any such prepayment may be deferred until the aggregate Net Cash Proceeds of Recovery Events theretofore received (and as to which no prepayment has been made) exceeds $250,000. (d) If, as at any date on which the Borrowing Base Value of an Aircraft Asset ~~Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement~~ is reduced pursuant to ~~a Reinvestment Notice shall not exceed $5,000,000~~ the proviso to Section 3.2(h), the Total Aggregate Exposure exceeds the Borrowing Base as at such date, the Borrower shall, within five Business Days of such date deposit in ~~any fiscal year of~~ the ~~Borrower, (ii) on each Reinvestment Prepayment Date,~~ Restricted Account an amount equal to the ~~Reinvestment Prepayment Amount with respect~~ difference between the Borrowing Base Value as of such date and the Total Aggregate Exposure at that date and, on the earlier of the last day of the Interest Period during which such deposit was made or, at the election of the Borrower, on a date specified by the Borrower by notice delivered to the ~~relevant Reinvestment Event~~ Administrative Agent at least three Business Days prior to such date, shall be applied ~~toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and~~ (~~iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale~~ together with interest accrued thereon pursuant to Section ~~7.5(k~~6(a)(iii) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the ~~Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b~~Guarantee and Collateral Agreement) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the ~~Term Loans and, second, to reduce permanently the~~ Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess Loans. (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). e) Each prepayment of the Loans under this Section 2.9 shall be (~~except in the case of Revolving Credit~~ i) made, first, to ABR Loans ~~that are Base Rate~~ and, second, to LIBOR Loans and ~~Swing Line Loans~~(ii) ~~shall be~~ accompanied by accrued interest to the date of such prepayment on the amount prepaid, together (in the case of LIBOR Loans) with amounts payable under Section 2.15 if such prepayment was made on a date other than the last day of an Interest Period, but without premium or penalty. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Senior Credit Agreement (AerCap Holdings N.V.)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless~~ If, after the ~~Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2~~Closing Date, if any Indebtedness is shall be incurred ~~after the date hereof~~ by ~~Holdings,~~ the Borrower or any of its Restricted Subsidiaries (~~excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement~~other than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds ~~thereof~~ of such incurrence shall be applied on the date of such ~~issuance or~~ incurrence toward the prepayment of the ~~Term~~ Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~4.09(b). (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings,~~ the Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale which occurs after the Closing Date or from any Recovery Event which occurs after the Closing Date, then, unless a Reinvestment Notice shall be delivered in respect thereof ~~within five Business Days thereafter~~(the delivery of any Reinvestment Notice being subject to the provisions of Section 8.05(k)), ~~100% of~~ such Net Cash Proceeds shall be applied on within three Business Days after receipt of such ~~fifth Business Day~~ Net Cash Proceeds toward the prepayment of the ~~Term~~ Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~4.09(b); ~~provided,~~ provided that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales ~~(other than Asset Sales in connection with~~ which occur after the ~~Ripon Transition)~~ Closing Date, that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $~~5,000,000~~ 50,000,000 in any fiscal year of the ~~Borrower,~~ Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the ~~Term~~ Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d) and (iii) for purposes of this Section 2.12(b~~4.09(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) ~~Unless the Required Prepayment Lenders shall otherwise agree~~The Borrower shall, ~~if, for any fiscal year of the Borrower~~ commencing with the fiscal year ~~in which the Effective Date occurs~~ended December 31, ~~there shall be Excess Cash Flow, the Borrower shall~~2014, on ~~the relevant~~ each Excess Cash Flow Application Date, apply ~~the ECF Percentage of such Excess Cash Flow~~ toward the prepayment of the ~~Term Loans and the reduction of the Revolving Credit Commitments~~ Loans, as set forth in Section ~~2.12(d~~4.09(b), an amount (which amount shall not be less than zero) equal to (x) the ECF Percentage of Adjusted Excess Cash Flow for the fiscal year minus (y) the aggregate amount of all prepayments of Revolving Loans (other than prepayments funded with proceeds of Indebtedness or the issuance of Capital Stock) during such fiscal year to the extent accompanying permanent optional reductions of the Revolving Commitments minus (z) the aggregate amount of all optional prepayments of Term Loans (other than prepayments funded with proceeds of Indebtedness or the issuance of Capital Stock) during such fiscal year. Each such prepayment ~~and commitment reduction~~ shall be made on a date (an "“Excess Cash Flow Application Date"”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section ~~6.1(a~~7.01(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to ~~this~~ Section 4.03 shall be ~~made first~~ made, first, to Base Rate Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under ~~this~~ Section ~~(except in the case of Revolving Credit Loans that are Base Rate Loans~~ 4.03 shall be subject to Section 4.12 and ~~Swing Line Loans)~~ shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) ~~Any~~ The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans ~~and/or reduction of Commitments~~ required to be made pursuant to ~~this Section~~(i) Section 4.03(a) at least three Business Days prior to the date of such prepayment and (ii) Section 4.03(b) or (c) at least five Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each applicable Lender of the contents of the Borrower’s prepayment notice and of such Lender’s pro rata share or other applicable share of the prepayment. Each Term Lender may reject all or a portion of its pro rata share or other applicable share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to Section 4.03(b) or (c) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the ~~rights~~ Borrower no later than 5:00 p.m., New York City time, two (2) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the ~~Lenders in respect thereof, are subject~~ mandatory prepayment of Term Loans rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the ~~provisions~~ Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of ~~Section 2.18~~the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower.

Appears in 1 contract

Sources: Credit Agreement (Roundy's, Inc.)

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if any Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.Credit

Appears in 1 contract

Sources: Credit Agreement (Alliance Laundry Corp)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless~~ If any Capital Stock shall be issued by any Group Member (excluding Capital Stock issued to a Loan Party), concurrently with, and as a condition to closing of such transaction, an amount equal to 50% of the ~~Required Prepayment Lenders~~ Net Cash Proceeds thereof shall ~~otherwise agree~~ be applied on the date of such issuance toward the prepayment of the Term Loans and ~~without prejudice to~~ the reduction of the Revolving Commitments as set forth in Section ~~7.2, if~~ 2.11(g). (b) If any Indebtedness is shall be issued or incurred ~~after the date hereof~~ by ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member (excluding any Indebtedness permitted to be incurred in accordance with Section ~~7.2~~ 7.2), concurrently with, and as ~~in effect on the date~~ a condition to closing of ~~this Agreement)~~such transaction, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.11(g). (bc) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100%~~ concurrently with, and as a condition to closing of such transaction, on such date such Net Cash Proceeds shall be offered to prepay the Canadian Borrower Term Loans and any Delayed Draw Term Loans and applied ~~on such fifth Business Day~~ toward the prepayment of the UK Borrower Dollar Term Loans and the UK Borrower Euro Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.11(g); provided, that, notwithstanding the foregoing, (ix) the aggregate Net Cash Proceeds of Asset Sales ~~(other than Asset Sales in connection with the Ripon Transition)~~ and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of ~~the Borrower,~~ Holdings and (iiy) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be offered to prepay the Canadian Borrower Term Loans and any Delayed Draw Term Loans and applied toward the prepayment of the UK Borrower Dollar Term Loans and the UK Borrower Euro Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.11(g). (d) If, for any fiscal year of Holdings commencing with the fiscal year ending June 30, 2007, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, apply toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.11(g) ~~and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be~~ an amount equal to ~~the lesser of~~ (Ai) ~~the amount~~ 50% of such ~~Net~~ Excess Cash ~~Proceeds and~~ Flow minus (Bii) to the extent not funded with the proceeds of Indebtedness, (x) the aggregate amount of ~~Investments made by Holdings,~~ all prepayments of Revolving Loans and Swingline Loans during such fiscal year (or other period) to the ~~Borrower or any~~ extent accompanying permanent optional reductions of ~~their respective Subsidiaries in~~ the ~~relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales~~ Revolving Commitments in respect of ~~the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b~~such Revolving Loans and (y) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment all optional prepayments of the Term Loans ~~and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d)~~during such fiscal year. Each such prepayment and commitment reduction shall be made on a date (an "“Excess Cash Flow Application Date"”) no later than five ~~Business Days~~ days after the earlier of (i) the date on which the financial statements of ~~the Borrower~~ Holdings referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (de) ~~Subject to Section 2.18~~If, ~~amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied~~at any time, ~~first, to~~ the ~~prepayment~~ aggregate amount of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Canadian Borrower Revolving Extensions of Credit ~~exceed~~ of the Lenders then outstanding exceeds either (i) the Canadian Borrower Borrowing Base or (ii) the aggregate amount of the ~~Total~~ Canadian Borrower Revolving Commitments, the Canadian Borrower shall immediately prepay the Canadian Borrower Revolving Loans to the Administrative Agent on behalf of the Canadian Borrower Revolving Lenders in an amount equal to such excess. (f) If, at any time, the aggregate amount of the US Borrower Revolving Extensions of Credit ~~Commitments as so reduced~~of the Lenders then outstanding exceeds either (i) the US Borrower Borrowing Base or (ii) the aggregate amount of the US Borrower Revolving Commitments, the US Borrower shall immediately prepay the US Borrower Revolving Loans to the Administrative Agent on behalf of the US Borrower Revolving Lenders in an amount equal to such excess; provided that if the aggregate principal amount of US Borrower Revolving ~~Credit Loans and Swing Line~~ Loans then outstanding is less than the amount of such excess (because US Borrower L/C Obligations constitute a portion thereof), the US Borrower shall, to the extent of the balance of such excess, replace outstanding US Borrower Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the US Borrower Lenders on terms and conditions satisfactory to the Administrative Agent. The US Borrower shall prepay $11,536,350 in aggregate principal amount of Closing Date US Borrower Revolving Loans on the Cleandown Date. (g) Amounts to be applied in connection with offers to prepay, prepayments and Commitment reductions made pursuant to clauses (a) through (d) of this Section 2.11 shall be applied, first, to the prepayment (or prepayment offer, as applicable) of the Term Loans in accordance with Section 2.17(b) and, second, to reduce permanently the Revolving Commitments in accordance with Section 2.17(c); provided that any Term Lender may decline to accept any prepayment amount that would otherwise be required to be applied to prepay the Term Loans in accordance with the foregoing clause first (any such declined prepayments, “Declined Amounts”), and any such Declined Amounts shall be applied to the prepayment, in accordance with Section 2.17(b), of the Term Loans held by Term Lenders that have elected to accept such Declined Amounts (any such Declined Amounts remaining after application in accordance with the foregoing provisions of this proviso may be retained by the applicable Borrower); and provided, further, that notwithstanding the foregoing, if the application provided for in this sentence of any prepayment amounts under Section 2.11(a), (b) or (d) towards the prepayment of the Canadian Borrower Term Loans and the Delayed Draw Term Loans (together with (x) other mandatory prepayments of the Canadian Borrower Term Loans and the Delayed Draw Term Loans made pursuant to Section 2.11(a), (b) or (d) and (y) amortization payments made in respect of the Canadian Borrower Term Loans and the Delayed Draw Term Loans pursuant to Section 2.3) would cause more than 25% of the original outstanding principal amount of any Canadian Borrower Term Loan or any Delayed Draw Term Loan borrowed on any Delayed Draw Date to be repaid on or before the applicable Catch-Up Date, then, solely to the extent necessary to avoid such repayment within such time period, the relevant amount of any prepayment which would have otherwise been allocated to such Canadian Borrower Term Loans or such Delayed Draw Term Loans, as applicable (each, a “Deposited Prepayment Amount”) shall instead be deposited in the Prepayment Collateral Account. Any reduction of the Canadian Borrower Revolving Commitments pursuant to this Section 2.11(g) shall be accompanied by prepayment of the Canadian Borrower Revolving Loans to the extent, if any, that the Total Canadian Borrower Revolving Extensions of Credit exceed the amount of the Total Canadian Borrower Revolving Commitments as so reduced. Any reduction of the US Borrower Revolving Commitments pursuant to this Section 2.11(g) shall be accompanied by prepayment of the US Borrower Revolving Loans and/or Swingline Loans to the extent, if any, that the Total US Borrower Revolving Extensions of Credit exceed the amount of the Total US Borrower Revolving Commitments as so reduced, provided that if the aggregate principal amount of US Borrower Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because US Borrower L/C Obligations constitute a portion thereof), the US Borrower shall, to the extent of the balance of such excess, replace outstanding US Borrower Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the US Borrower Lenders on terms and conditions reasonably satisfactory to the Administrative Agent. (h) On the first day following the Catch-Up Date with respect to any Canadian Borrower Term Loans or Delayed Draw Term Loans, such Canadian Borrower Term Loans or Delayed Draw Term Loans, as the case may be, shall be prepaid, on a pro rata basis in accordance with Section 2.17(b), in an amount equal to the aggregate of all Deposited Amortization Payment Amounts and Deposited Prepayment Amounts originally deposited in the Prepayment Collateral Account in respect of such Canadian Borrower Term Loans or Delayed Draw Term Loans; provided that the amount of any such prepayment shall be decreased by the amount of any voluntary prepayments of such Canadian Borrower Term Loans or Delayed Draw Term Loans, as the case may be, made with funds held in the Prepayment Collateral Account. (i) The application of any prepayment of Loans pursuant to this Section 2.11 shall be made ~~first to Base Rate Loans and second to Eurodollar Loans (in~~ on a ~~manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result~~ pro rata basis regardless of ~~such prepayment)~~Type. Each prepayment of the Loans under this Section 2.11 (except in the case of Revolving ~~Credit~~ Loans under any Facility that are ~~Base Rate~~ ABR Loans (to the extent all Revolving Loans under such Facility are not being prepaid) and ~~Swing Line~~ Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (ej) ~~Any~~ With respect to any Net Cash Proceeds or Reinvestment Prepayment Amount described in Section 2.11(c) that is allocated to Canadian Borrower Term Loans or Delayed Draw Term Loans pursuant to Section 2.17(b) (such amounts, the “Prepayment Offer Amounts”), the Canadian Borrower will, on the applicable date specified in Section 2.11(c), give the Administrative Agent telephonic notice (promptly confirmed in writing) specifying the Type of each Canadian Borrower Term Loan and Delayed Draw Term Loan being offered to be prepaid and the principal amount of each such Loan (or portion thereof) being offered to be prepaid, and shall provide to each Canadian Borrower Term Lender notice of such prepayment offer (each, a “Prepayment Offer Notice”). Each Prepayment Offer Notice shall (i) include an offer by the Borrower to prepay on the date that is ten Business Days after the date of the Prepayment Offer Notice, the relevant Canadian Borrower Term Loans and Delayed Draw Term Loans of such Lender in an amount equal to the portion of the Prepayment Offer Amount indicated in such Lender’s Prepayment Offer Notice as being applicable to such Lender’s Canadian Borrower Term Loans and Delayed Draw Term Loans, (ii) specify the Type of each Loan being prepaid and (iii) set forth the option of each Canadian Borrower Term Lender to (x) accept or decline such offer or (y) accept Declined Amounts. Each Canadian Borrower Term Lender shall notify the Administrative Agent no later than 12:00 Noon, New York City time on the Business Day immediately preceding the date on which such prepayment is to be made of its intent to accept such offer for prepayment or decline such offer (and, if such offer is accepted by such Canadian Borrower Term Lender, the amount of Canadian Borrower Term Loans and Delayed Draw Term Loans with respect to which such Canadian Borrower Term Lender shall elect to accept the offer of prepayment and whether such Canadian Borrower Term Lender shall accept Declined Amounts); provided that to the extent any Canadian Borrower Term Lender shall not notify the Administrative Agent by such time, such Canadian Borrower Term Lender shall be deemed to have accepted such offer for prepayment and not elected to accept Declined Amounts. Subject to Section 2.11(i), the Canadian Borrower shall pay the aggregate amount allocated to the Canadian Borrower Term Loans and Delayed Draw Term Loans to the Canadian Borrower Term Lenders that have accepted such offer for prepayment pro rata with respect to each Canadian Borrower Term Lender, according to the amount of Canadian Borrower Term Loans and Delayed Draw Term Loans which such Canadian Borrower Term Lender has elected to have prepaid and the aggregate amount of Canadian Borrower Term Loans and Delayed Draw Term Loans such Lenders have elected to have prepaid. After application of mandatory prepayments of the Canadian Borrower Term Loans and Delayed Draw Term Loans as described above in this Section 2.11(j) and to the extent there are prepayment amounts remaining after such application, an amount equal to the total of such amounts shall be paid first, by the UK Borrower to the prepayment of the UK Borrower Dollar Term Loans and the UK Borrower Euro Term Loans in accordance with Sections 2.11(g), 2.11(k) and 2.17(b) and, second, by the relevant Borrowers to reduce permanently the Revolving Commitments in accordance with Section 2.17(c). (k) Holdings shall deliver to the Administrative Agent and each Lender a Notice of Prepayment with respect to each prepayment and/or Commitment reduction required under this Section 2.11 not less than five Business Days prior to the date such prepayment and/or Commitment reduction shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the principal amount of ~~Commitments pursuant~~ each Loan (or portion thereof) to ~~this Section~~be prepaid and the amount of any Commitment reduction, (iii) the Type of each Loan being prepaid, and (iv) the ~~rights~~ option of each Term Lender to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Term Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify the Administrative Agent by facsimile transmission not later than 12:00 Noon, New York City time on the Business Day immediately preceding the Mandatory Prepayment Date. Any Term Lender that does not provide written notice of the ~~Lenders in respect thereof, are subject~~ exercise of any such options on or prior to the ~~provisions~~ Business Day prior to the Mandatory Prepayment Date shall be deemed to have accepted such prepayment and not elected to accept such Declined Amounts. Holdings shall deliver to the Administrative Agent, at the time of each prepayment or Commitment reduction required under this Section ~~2.18~~2.11, a certificate signed by a Responsible Officer of Holdings setting forth in reasonable detail the calculation of the amount of such prepayment or Commitment reduction.

Appears in 1 contract

Sources: Credit Agreement (Dollar Financial Corp)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ If any Indebtedness is shall be incurred ~~after the date hereof~~ by ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member (excluding any Indebtedness ~~incurred~~ permitted in accordance with Section ~~7.2 as in effect on the date of this Agreement~~7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such ~~issuance or~~ incurrence toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~2.11(d); provided that prepayments pursuant to this Section 2.11(a) shall be accompanied by any fees payable with respect thereto pursuant to Section 2.10(b). (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event ~~then~~in excess of $15,000,000 individually or in any series of related transactions or $30,000,000 in the aggregate in any fiscal year, ~~unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of~~ such Net Cash Proceeds shall be applied on within ten (10) Business Days after such ~~fifth Business Day~~ date toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~2.11(d); provided, that, notwithstanding the foregoing, the Borrower may reinvest the Net Cash Proceeds in the business of the Borrower or any of its Restricted Subsidiaries within (i) 12 months following the ~~aggregate~~ receipt of such Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, or (ii) ~~on each Reinvestment Prepayment Date~~18 months following the receipt of such Net Cash Proceeds in the event that the Borrower or any of its Restricted Subsidiaries shall have entered into a binding commitment within 12 months following the receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds in the business of the Borrower or any of its Restricted Subsidiaries (it being understood that if any portion of such Net Cash Proceeds are no longer intended to be reinvested or are not reinvested within such 12- or 18-month period, ~~an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event~~ as applicable, such Net Cash Proceeds shall be applied on the fifth Business Day after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or are not reinvested within such 12- or 18-month period, as applicable, toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~2.11(d) (it being understood and ~~(iii) for purposes~~ agreed that pending the reinvestment of ~~this Section 2.12(b)~~such Net Cash Proceeds, ~~the~~ such Net Cash Proceeds shall be held by the applicable Group Member and available for general working capital purposes); provided further that, notwithstanding the foregoing, such Net Cash Proceeds may be applied towards the prepayment or purchase of Pari Passu Secured Indebtedness to the extent the documentation governing such Indebtedness requires such a prepayment or purchase with Net Cash Proceeds from any Asset Sale ~~pursuant~~ or Recovery Event, in each case in an amount not to ~~Section 7.5(k) shall be equal to~~ exceed the ~~lesser~~ product of (Ax) the amount of such Net Cash Proceeds and (By) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding principal amount of ~~Investments made~~ Term Loans and all such other Indebtedness (provided that, in the event that the Borrower or applicable Restricted Subsidiary makes an offer to the holders of such Pari Passu Secured Indebtedness to prepay or purchase such Pari Passu Secured Indebtedness in an amount permitted under this Section 2.11(b), to the extent that such offer is declined by ~~Holdings~~holders of such Pari Passu Secured Indebtedness (the declined amount, the “Other Debt Declined Amount”) and the Borrower has not reinvested such Net Cash Proceeds as contemplated by this Section 2.11(b), the Borrower ~~or any of their respective Subsidiaries~~ shall be required to prepay Term Loans in an amount equal to such Other Debt Declined Amount as if the ~~relevant Foreign Subsidiary after the Effective Date and, in no event, shall the~~ Other Debt Declined Amount were Net Cash Proceeds received on the final date by which such declining holders were required to give notice of ~~all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and~~ their ~~respective Subsidiaries in such Foreign Subsidiary after the Effective Date~~Other Debt Declined Amount). (c) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~If, for any ~~fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs~~Excess Cash Flow Period, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply toward the prepayment of the Term Loans as set forth in Section 2.11(d) the excess of (x) the ECF Percentage of such Excess Cash Flow ~~toward~~ over (y) solely to the ~~prepayment~~ extent not funded with the proceeds of long-term Indebtedness, the aggregate amount of all optional prepayments of Term Loans made during such Excess Cash Flow Period, or, without duplication across periods, after such Excess Cash Flow Period and prior to the relevant Excess Cash Flow Application Date, is due pursuant to Section 2.10, prepayments of ABL Loans to the extent accompanied by a permanent reduction of the ~~Revolving Credit~~ ABL Commitments ~~as set forth~~ and any other voluntary prepayment of Pari Passu Secured Indebtedness, plus the aggregate amount of all Loan purchases made during such Excess Cash Flow Period pursuant to Section 2.25 (provided that the aggregate amount of any such purchase shall be the amount of the Borrower’s cash payment in ~~Section 2.12(d~~respect of such purchase), and provided further that if such amount does not exceed $1,000,000, then no such payment will be required. Each such prepayment ~~and commitment reduction~~ shall be made on a date (an "“Excess Cash Flow Application Date"”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the ~~fiscal year~~ Excess Cash Flow Period with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments ~~and Commitment reductions~~ made pursuant to this Section 2.11 shall be ~~applied, first,~~ applied to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereofin accordance with Section 2.17(b), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section 2.11 shall be made ~~first~~ first, to ~~Base Rate~~ ABR Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under this Section ~~(except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans)~~ 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) ~~Any~~ With respect to any prepayment ~~of Loans and/or reduction of Commitments~~ pursuant to this ~~Section~~Section 2.11 of Initial Term Loans and, unless otherwise specified in the applicable Incremental Term Loan Activation Notice, other Term Loans, any Term Lender, at its option, may elect not to accept such prepayment. The Borrower shall notify the Administrative Agent of any event giving rise to a prepayment under this Section 2.11 at least three Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment that is required to be made under this Section 2.11. Any Lender may decline to accept all (but not less than all) of its share of any such prepayment (the “Declined Amount”) by providing written notice to the Administrative Agent no later than two Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If the Lender does not give a notice to the Administrative Agent on or prior to such second Business Day informing the Administrative Agent that it declines to accept the applicable prepayment, then such Lender will be deemed to have accepted such prepayment. Such Lender’s Declined Amount may be retained by the Borrower and shall increase the Declined Amount as provided in the definition thereof. (f) Notwithstanding any other provisions of this Section 2.11, to the extent any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary, the Net Cash Proceeds of any Recovery Event received by a Foreign Subsidiary or Excess Cash Flow attributable to Foreign Subsidiaries, are prohibited or delayed by any applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Borrower or any applicable Domestic Subsidiary or if the Borrower has determined in good faith that repatriation of any such amount to the Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences (including a material acceleration of the point in time when such earnings would otherwise be taxed) with respect to such amount, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay the Term Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary, or the Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the ~~rights~~ applicable local law or the Borrower determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the ~~Lenders~~ Term Loans pursuant to this Section 2.11 (provided that no such prepayment of the Term Loans pursuant to this Section 2.11 shall be required in the case of any such Net Cash Proceeds or Excess Cash Flow the repatriation of which the Borrower believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments (after giving effect to the reinvestment period therefor) (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), the Borrower applies an amount equal to the amount of such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary). (g) Notwithstanding any of the other provisions of this Section 2.11, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Loans is required to be made under this Section 2.11, prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.11 in respect ~~thereof, are subject~~ of any such Eurodollar Loans prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a blocked account at the Administrative Agent until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.11. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section ~~2.18~~2.11. Such deposit shall be deemed to be a prepayment of such Loans by the Borrower for all purposes under this Agreement.

Appears in 1 contract

Sources: Term Loan Credit Agreement (Clearwater Paper Corp)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless~~ If any Capital Stock or Indebtedness shall be issued or incurred by any Group Member (other than (i) Excluded Indebtedness, (ii) any Capital Stock issued to any Group Member, (iii) the ~~Required Prepayment Lenders shall otherwise agree~~ Designated Acquisition Equity Issuance, (iv) the PAR Capital Equity Issuance, (v) any other Capital Stock issued as consideration in order to consummate a Permitted Acquisition and ~~without prejudice~~ (vi) any issuance of Capital Stock by the Borrower pursuant to ~~Section 7.2, if any Indebtedness is incurred after~~ its benefit and stock option plans outstanding on the date hereof or adopted in the future and approved by ~~Holdings,~~ the ~~Borrower~~ shareholders of the Borrower) or any ~~of its Subsidiaries~~ capital contribution is made to any Group Member (~~excluding~~ other than a capital contribution by any ~~Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement~~Group Member), an amount equal to ~~100%~~ the Designated Percentage of the Net Cash Proceeds thereof shall be applied ~~on the date of~~ within five Business Days after such ~~issuance~~ issuance, incurrence or ~~incurrence~~ contribution toward the prepayment of the Term Loans and the reduction of the ~~Revolving Credit~~ Commitments as set forth in Section ~~2.12(d~~4.2(d).. Table of Contents (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be applied ~~on such fifth~~ within five Business ~~Day toward~~ Days after the receipt thereof to the prepayment of the Term Loans and the reduction of the ~~Revolving Credit~~ Commitments as set forth in Section ~~2.12(d~~4.2(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales ~~(other than Asset Sales in connection with the Ripon Transition)~~ that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $~~5,000,000~~ 10,000,000 in any fiscal year of the ~~Borrower,~~ Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied ~~toward~~ to the prepayment of the Term Loans and the reduction of the ~~Revolving Credit~~ Commitments as set forth in Section ~~2.12(d) and (iii) for purposes of this Section 2.12(b~~4.2(d), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~If, for any fiscal year of the Borrower commencing with the fiscal year ~~in which the Effective Date occurs~~ending December 31, 2008, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the ~~Revolving Credit~~ Commitments as set forth in Section ~~2.12(d~~4.2(d). Each such prepayment and commitment reduction shall be made on a date (an "“Excess Cash Flow Application Date"”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section ~~6.1(a~~7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to ~~this~~ Section 4.2 shall be applied, first, to the prepayment of the Term ~~Loans and~~Loans, and second, to reduce permanently the Revolving ~~Credit~~ Commitments. Any such reduction of the Revolving ~~Credit~~ Commitments shall be accompanied by prepayment of the Revolving ~~Credit~~ Loans and/or ~~Swing Line~~ Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving ~~Credit~~ Commitments as so reduced, provided that if the aggregate principal amount of Revolving ~~Credit~~ Loans and ~~Swing Line~~ Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to ~~this~~ Section 4.2 shall be ~~made first~~ made, first, to Base Rate Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under ~~this~~ Section 4.2 (except in the case of Revolving ~~Credit~~ Loans that are Base Rate Loans and ~~Swing Line~~ Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Lodgenet Entertainment Corp)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless~~ If, at any time during the ~~Required Prepayment~~ Revolving Credit Commitment Period for a period in excess of five consecutive Business Days, the amount of the Total Revolving Extensions of Credit of all Lenders ~~shall otherwise agree~~ exceeds the lesser of (i) the Borrowing Base and ~~without prejudice to Section 7.2, if any Indebtedness is incurred after~~ (ii) the ~~date hereof by Holdings~~Total Revolving Credit Commitments then in effect (whether as a result of the sale of assets included in the Borrowing Base or otherwise), the Borrower shall, without notice or ~~any~~ demand, either (A) prepay (including, without limitation, in the case of ~~its Subsidiaries~~ an Asset Sale (~~excluding any Indebtedness incurred~~ as defined in the Supplemental Credit Facility) in respect of assets included in the Borrowing Base, with the Net Cash Proceeds (as defined in the Supplemental Credit Facility) of such Asset Sale), in accordance with this Section, the Revolving Credit Loans and the Swing Line Loans in an aggregate principal amount equal to such excess, together (except in the case of Revolving Credit Loans which are Base Rate Loans and Swing Line Loans) with interest accrued to the date of such payment or prepayment; provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or cash collateralize such Letters of Credit in the manner described in Section 3.9 or (B) provide additional assets to be included in the Borrowing Base in accordance with Section ~~7.2 as~~ 2.3 sufficient to eliminate such excess. (b) Upon the occurrence of a Change of Control, the Borrower shall, without notice or demand, immediately prepay all Revolving Credit Loans and all Swing Line Loans then outstanding, and replace outstanding Letters of Credit and/or cash collateralize such Letters of Credit in ~~effect on~~ the ~~date~~ manner described in Section 3.9, whereupon all Revolving Credit Commitments shall be terminated. (c) If, at any time during the Revolving Credit Commitment Period, by reason of a change in currency exchange rates, the aggregate amount of the Total Revolving Extensions of Credit exceeds the Total Revolving Credit Commitments, the Borrower shall, upon learning thereof or upon the request of the Administrative Agent, immediately prepay the Revolving Credit Loans by an amount at least equal to the amount of such excess. For purposes of this ~~Agreement)~~paragraph, an the Administrative Agent, in cooperation with the relevant Issuing Lenders, will calculate the amount ~~equal to 100%~~ of ~~the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the~~ L/C Obligations outstanding no less frequently than once per calendar month. (d) Any reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section ~~shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments~~ shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or ~~deposit an amount~~ cash collateralize such Letters of Credit in ~~cash~~ the manner described in ~~a cash collateral account established with the Administrative Agent for the benefit~~ Section 3.9; and, provided, further, that any prepayment of the ~~Lenders on terms and conditions satisfactory to~~ Revolving Credit Loans or the ~~Administrative Agent. The application of any prepayment~~ Swing Line Loan that are Eurodollar Loans pursuant to this Section shall be made ~~first to Base Rate Loans and second to Eurodollar Loans (in a manner, to~~ on the ~~extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment~~ last day of the ~~Loans under this Section (except~~ Interest Period with respect thereto in which the ~~case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such~~ relevant prepayment ~~on the amount prepaid~~is required. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Anc Rental Corp)

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if any Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on in any ~~date Holdings,~~ fiscal year the Borrower ~~or any of~~ and its Restricted Subsidiaries shall receive Net Cash Proceeds aggregating more than $5,000,000 from ~~any~~ Asset ~~Sale or~~ Sales and/or Recovery ~~Event~~ Events then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100%~~ on the date of receipt by the Borrower or such Restricted Subsidiary of such Net Cash Proceeds ~~shall be applied on such fifth Business Day toward the prepayment~~ in excess of $5,000,000, the Term Loans ~~and the reduction of~~ shall be prepaid, and/or the Revolving Credit Commitments shall be reduced, by an amount equal to the amount of such Net Cash Proceeds in excess of $5,000,000, as set forth in Section ~~2.12(d~~2.12(b); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales ~~(other than Asset Sales in connection with the Ripon Transition)~~ that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $~~5,000,000 in~~ 40,000,000 at any ~~fiscal year of the Borrower,~~ time and (ii) on each Reinvestment Prepayment ~~Date~~Date the Term Loans shall be prepaid, and/or the Revolving Credit Commitments shall be reduced, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment ~~Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments~~ Event, as set forth in Section ~~2.12(d) and (iii) for purposes~~ 2.12(b). The provisions of this Section ~~2.12(b),~~ do not constitute a consent to the ~~Net Cash Proceeds~~ consummation of any ~~Asset Sale pursuant to~~ Disposition not permitted by Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date7.5. (cb) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second, to ~~reduce permanently~~ the prepayment of any outstanding Revolving Credit Loans, which repayment shall be accompanied by an automatic permanent reduction of the Revolving Credit ~~Commitments~~Commitments in an amount equal to the amount of such prepayment; provided, that the Revolving Credit Commitments shall not be reduced pursuant to this provision to an aggregate amount that is less than 350% of pro forma Consolidated EBITDA of the Borrower and its Subsidiaries for the period of four consecutive fiscal quarters most recently ended prior to the date of such required Commitment reduction (such pro forma Consolidated EBITDA being calculated assuming that the Asset Sale or Recovery Event in respect of which such required Commitment reduction is being made had occurred on the first day of such period of four consecutive fiscal quarters), and provided, further, that if an Event of Default has occurred and is continuing, amounts to be applied pursuant to this Section shall be applied pro rata to repay the Term Loans and Revolving Credit Loans, accompanied by a reduction in the Revolving Credit Commitments in an amount equal to the prepayment of the Revolving Credit Loans. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit ~~Loans and/or Swing Line~~ Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit ~~Loans and Swing Line~~ Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the ~~Lenders~~ Secured Parties on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Magellan Midstream Partners Lp)

Mandatory Prepayments and Commitment Reductions. (a) [Intentionally Omitted.] (b) Unless the Required Prepayment Lenders shall otherwise agree ~~and without prejudice~~ with the consent of the Borrowers, subject to Section ~~7.2~~2.18(d), if any ~~Indebtedness is~~ Funded Debt shall be incurred ~~after~~ by either of the ~~date hereof by Holdings, the Borrower~~ Borrowers or any of ~~its~~ their respective Subsidiaries (excluding ~~any Indebtedness incurred in accordance with Section 7.2 as in effect on the date~~ Non-Recourse Debt of ~~this Agreement~~Unrestricted Subsidiaries), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such ~~issuance or~~ incurrence toward the prepayment of the Tranche B Term Loans and the Tranche C Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section ~~2.12(d~~2.12(e); provided, however, that, notwithstanding the foregoing, the Net Cash Proceeds of any Funded Debt shall not be required to be so applied to the extent incurred in accordance with the requirements of any provision of Section 7.2, in each case, as such provisions are in effect on the Restatement Effective Date, or amended or modified with the consent of the Required Prepayment Lenders. For the avoidance of doubt, Funded Debt incurred in accordance with the requirements of Section 7.2(g) as in effect on the Restatement Effective Date shall not be required to be applied towards any prepayments, notwithstanding the amendment of this Agreement as contemplated by such Section 7.2(g). (bc) Unless the Required Prepayment Lenders shall otherwise ~~agree~~agree with the consent of the Borrowers, subject to Section 2.18(d), if on any date ~~Holdings,~~ either of the ~~Borrower~~ Borrowers or any of ~~its~~ their respective Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice ~~shall~~ is permitted to be delivered in respect thereof and is so delivered within ~~five Business Days thereafter~~10 days from the date that such Net Cash Proceeds are received, ~~100% of~~ such Net Cash Proceeds shall be applied on within 10 days from the date that such ~~fifth Business Day~~ Net Cash Proceeds are received toward the prepayment of the Tranche B Term Loans and the Tranche C Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section ~~2.12(d~~2.12(e); provided, that if a Default or Event of Default has occurred and is continuing at the time such Net Cash Proceeds are received by either of the Borrowers or any of their respective Restricted Subsidiaries, then such Net Cash Proceeds shall be applied toward the prepayment of the Tranche B Term Loans and the Tranche C Term Loans and the reduction of the Revolving Credit Commitments on the date so received; provided, further, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales ~~(other than Asset Sales in connection with the Ripon Transition)~~ and Recovery Events that may be excluded from the foregoing requirement pursuant to a one or more Reinvestment ~~Notice~~ Notices shall not exceed (A) with respect to the Net Cash Proceeds of sale-leaseback transactions, $~~5,000,000~~ 100,000,000 in the aggregate during the term of the facilities and (B) with respect to the Net Cash Proceeds of any other Asset Sale or Recovery Event, $100,000,000 in any fiscal year of the ~~Borrower,~~ Borrowers and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Tranche B Term Loans and the Tranche C Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section ~~2.12(d) and (iii) for purposes of this Section 2.12(b~~2.12(e), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) [Intentionally Omitted.] (e) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.12 shall be applied, first, to the prepayment of the Tranche B Term ~~Loans and~~Loans, second, to ~~reduce permanently~~ the prepayment of the Tranche C Term Loans, third, to repay any amounts outstanding under the Revolving Credit ~~Commitments~~Commitment (but without resulting in a permanent reduction of the Revolving Credit Commitment) and, fourth, to such Borrower or such other Person as shall be lawfully entitled thereto. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit ~~Loans and/or Swing Line~~ Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans ~~and Swing Line Loans~~ then outstanding is less than the amount of ~~such excess~~ the Total Revolving Credit Commitments as so reduced (because L/C Obligations constitute a portion thereof), the ~~Borrower~~ Borrowers shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in ~~cash~~ immediately available funds in a cash collateral account established with the Administrative Agent for the benefit of the ~~Lenders~~ Secured Parties on terms and conditions satisfactory to the Administrative Agent (and the Borrowers hereby grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a continuing security interest in all amounts at any time on deposit in such cash collateral account to secure all L/C Obligations from time to time outstanding and all other Obligations). If at any time the Administrative Agent determines that any funds held in such cash collateral account are subject to any right or claim of any Person other than the Administrative Agent and the Secured Parties or that the total amount of such funds is less than the amount of such excess, the Borrowers shall, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in such cash collateral account, an amount equal to the excess of (a) the amount of such excess over (b) the total amount of funds, if any, then held in such cash collateral account that the Administrative Agent determines to be free and clear of any such right and claim. The application of any prepayment pursuant to Section 2.11 and this Section 2.12 shall be ~~made first~~ made, first, to Base Rate Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under Section 2.11 and this Section 2.12 (except in the case of Revolving Credit Loans (unless the Revolving Credit Loans are being repaid in full and the Revolving Credit Commitments terminated) that are Base Rate ~~Loans and Swing Line~~ Loans) shall be accompanied by accrued interest to the date of such prepayment to the applicable Lender on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Regal Cinemas Corp)

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise ~~agree and without prejudice~~ agree, if any Capital Stock shall be issued by any Loan Party in a public offering, then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans as set forth in Section ~~7.2~~2.10(e); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date the Term Loans shall be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event, as set forth in Section 2.10(e). (b) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness is shall be incurred ~~after the date hereof~~ by ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Loan Party (excluding any Indebtedness incurred in accordance with Section ~~7.2 as in effect on the date of this Agreement~~7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of the receipt of such ~~issuance or incurrence~~ Net Cash Proceeds toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.10(e). (bc) Unless the Required Prepayment Lenders shall otherwise agree, if on any date ~~Holdings, the Borrower or~~ any of Loan Party shall for its ~~Subsidiaries shall~~ own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.10(e); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment ~~Date~~Date the Term Loans shall be prepaid, and/or the Revolving Commitments shall be reduced, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment ~~Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments~~ Event, as set forth in Section ~~2.12(d) and (iii) for purposes of this Section 2.12(b~~2.10(e), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (cd) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ~~in which the Effective Date occurs~~ending December 31, 2004, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ~~ECF~~ Excess Cash Flow Percentage of such Excess Cash Flow toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~2.10(e). Each such prepayment ~~and commitment reduction~~ shall be made on a date (an "Excess Cash Flow Application Date") no later than five ~~Business Days~~ days after ~~the earlier of (i)~~ the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the ~~Lenders and (ii) the date such financial statements are actually delivered~~Lenders. (de) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to ~~this Section~~ Sections 2.10(b) and (c) above shall be applied, first, to the prepayment of the Term Loans in accordance with Section 2.16(b) until paid in full and, second, to reduce permanently the Revolving ~~Credit~~ Commitments. Any such reduction of the Revolving ~~Credit~~ Commitments shall be accompanied by prepayment of the Revolving ~~Credit Loans and/or Swing Line~~ Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving ~~Credit~~ Commitments as so reduced, provided that if the aggregate principal amount of Revolving ~~Credit Loans and Swing Line~~ Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to the Administrative Agent. The application of any prepayment pursuant to ~~this~~ Section 2.10 shall be ~~made first~~ made, first, to ~~Base Rate~~ ABR Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under ~~this~~ Section 2.10 (except in the case of Revolving ~~Credit~~ Loans that are ~~Base Rate Loans and Swing Line~~ ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Empi Inc)

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if any Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if If on any date ~~Holdings,~~ the US Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be applied ~~on such fifth~~ within three Business ~~Day~~ Days toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~4.06(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~4.06(d). (b) ~~and (iii) for purposes~~ If on any date the US Borrower or any of ~~this Section 2.12(b)~~its Subsidiaries shall receive Net Cash Proceeds from any Capital Market Transactions, then an amount equal to 75% of the Net Cash Proceeds ~~of any Asset Sale pursuant to Section 7.5(k) shall be equal~~ from such Capital Market Transaction (to the ~~lesser of (A) the amount of~~ extent such Net Cash ~~Proceeds and (B) the aggregate amount of Investments made by Holdings~~Proceeds, ~~the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall~~ together with the Net Cash Proceeds ~~of all Asset Sales in respect of the~~ from prior Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary Market Transactions after the ~~Effective Date. (c~~Original Closing Date are in excess of $200,000,000) ~~Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there~~ shall be ~~Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage~~ applied within five Business Days of such ~~Excess Cash Flow toward~~ issuance or incurrence to the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~4.06(d)~~. Each such prepayment and commitment reduction~~ ; provided, that, notwithstanding the foregoing, any Net Cash Proceeds from any Capital Market Transactions of less than $200,000,000 shall be ~~made on a date~~ applied to prepay any amounts outstanding under the Revolving Credit Facility. (~~an "Excess Cash Flow Application~~ c) On the Effective Date~~") no later than five Business Days~~ , if after giving effect to the ~~earlier of~~ reduction provided in Section 4.03(a)(i), (ix) the ~~date on which~~ aggregate Revolving Credit Exposures of all the ~~financial statements~~ Lenders exceeds the aggregate US Revolving Commitments or (y) the aggregate principal amount of outstanding Mexican Revolving Loans exceeds $100,000,000, then the US Borrower ~~referred to~~ or the Mexican Borrower, as applicable, shall repay the applicable Revolving Loans in ~~Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required~~ amounts necessary to be ~~delivered to the Lenders and (ii) the date such financial statements are actually delivered~~in compliance with this Agreement. (d) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments ~~and Commitment reductions~~ made pursuant to ~~this~~ Section 4.06(a) or (b) shall be ~~applied, first,~~ applied to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereofin accordance with Section 4.13(a)(iii), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to ~~this~~ Section 4.06 shall be ~~made first~~ made, first, to ~~Base Rate~~ ABR Loans ~~and second~~ and, second, to Eurodollar Loans (in a ~~manner, to the extent practicable and permitted hereunder, which~~ manner that minimizes amounts ~~payable~~ due under Section ~~2.21 as a result of such prepayment)~~4.11. Each prepayment of the Loans under ~~this~~ Section ~~(except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans)~~ 4.06 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Navistar International Corp)

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if any Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) In the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year event of the ~~Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment~~ termination of ~~the Term Loans and the reduction of~~ all the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash FlowCommitments, the Borrower shall, on the ~~relevant Excess Cash Flow Application Date, apply the ECF Percentage~~ date of such ~~Excess Cash Flow toward~~ termination, repay or prepay all outstanding Revolving Loans. (ii) In the ~~prepayment~~ event of ~~the Term Loans and the~~ any partial reduction of the Revolving ~~Credit~~ Commitments ~~as set forth~~ pursuant to Section 2.07 or Section 2.09(b), then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposure would exceed the Total Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Loans in ~~Section 2.12(d). Each~~ an aggregate amount sufficient to eliminate such excess for such date. (iii) If at any time the Total Revolving Exposure exceeds the Revolving Commitments at such time, the Borrower shall, without notice or demand, immediately repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess; provided, that any such repayment or prepayment ~~and commitment reduction~~ shall not be ~~made on a date~~ required to permanently reduce the Revolving Commitments below the Total Revolving Commitment then in effect. (~~an "Excess Cash Flow Application Date"~~iv) ~~no later than five Business Days after the earlier of~~ On (i) the date ~~on which the financial statements~~ of any Asset Sale in respect of a Collateral Vessel, Sale and Leaseback Transaction or other disposition (a “Collateral Disposition”) in respect of a Collateral Vessel (or Asset Sale in respect of the ~~Borrower referred to~~ Equity Interests in ~~Section 6.1(a)~~the owner of a Collateral Vessel) (such date, ~~for~~ the ~~fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders~~ “Collateral Disposition Date”) and (ii) the earlier of (A) the date which is one hundred and eighty (180) days following the Total Loss Date in respect of a Collateral Vessel (or, if such ~~financial statements are actually delivered.~~ date is not a Business Day, on the following Business Day) and (dB) ~~Subject to Section 2.18~~the date of receipt by the Borrower, ~~amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to~~ any Subsidiary Guarantor or the ~~prepayment~~ Administrative Agent of the ~~Term Loans and, second,~~ insurance proceeds relating to ~~reduce permanently the Revolving Credit Commitments. Any~~ such ~~reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent~~Total Loss (or, if ~~any~~such date is not a Business Day, ~~that~~ on the ~~Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced,~~ following Business Day); provided that if any Collateral Vessel which is the ~~aggregate principal amount~~ subject of ~~Revolving Credit Loans and Swing Line Loans then outstanding~~ a Requisition is ~~less than~~ redelivered to the ~~amount~~ full control of the Subsidiary Guarantor prior to such ~~excess (because L/C Obligations constitute a portion thereof)~~date, no prepayment or reduction shall be required, in each case, the Borrower shall, subject to Section 2.10(e) (including the reinstatement of the Reinstated Commitments), permanently reduce Revolving Commitments (and, if the Total Revolving Exposure exceeds the Revolving Commitments at such time, prepay a corresponding amount of Revolving Loans in an amount sufficient to eliminate such excess) in an amount equal to the ~~extent~~ then aggregate outstanding principal amount of the ~~balance~~ Revolving Loans and undrawn Revolving Commitments, multiplied by a fraction, the numerator of which is the Vessel Appraisal Value of the affected Collateral Vessel subject to such sale, total loss or other disposition and the denominator of which is the aggregate of the Vessel Appraisal Values of all Collateral Vessels (including such affected Collateral Vessel) (such amount, the “Relevant Amount”); provided further that the Borrower shall be entitled to reinvest the proceeds of such ~~excess~~sale, ~~replace outstanding Letters~~ total loss or other disposition and subsequently reinstate such reduced Revolving Commitments, pursuant to paragraph (e) of ~~Credit and/or deposit an amount in cash in a cash~~ this Section 2.10 below. (v) In the event the Borrower fails to satisfy the Collateral Maintenance Test, the Borrower shall, within 30 days thereafter, either (i) post additional collateral ~~account established with the Administrative Agent for the benefit of the Lenders on terms and conditions~~ satisfactory to the ~~Administrative Agent. The application of~~ Required Lenders or (ii) prepay the Revolving Facility and/or reduce the applicable Commitments in an amount sufficient to allow the Borrower to comply with the Collateral Maintenance Test; provided, that, any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on shall not be required to permanently reduce the ~~amount prepaid~~Revolving Commitments. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Genco Shipping & Trading LTD)

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if any Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if If on any date ~~Holdings,~~ the US Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be applied ~~on such fifth~~ within three Business ~~Day~~ Days toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~4.06(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~4.06(d). (b) ~~and (iii) for purposes~~ If on any date the US Borrower or any of ~~this Section 2.12(b)~~its Subsidiaries shall receive Net Cash Proceeds from any Capital Market Transactions, then an amount equal to 75% of the Net Cash Proceeds ~~of any Asset Sale pursuant to Section 7.5(k) shall be equal~~ from such Capital Market Transaction (to the ~~lesser of (A) the amount of~~ extent such Net Cash ~~Proceeds and (B) the aggregate amount of Investments made by Holdings~~Proceeds, ~~the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall~~ together with the Net Cash Proceeds ~~of all Asset Sales in respect of the~~ from prior Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary Market Transactions after the ~~Effective Date. (c~~Original Closing Date are in excess of $200,000,000) ~~Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there~~ shall be ~~Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage~~ applied within five Business Days of such ~~Excess Cash Flow toward~~ issuance or incurrence to the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~4.06(d)~~. Each such prepayment and commitment reduction~~ ; provided, that, notwithstanding the foregoing, any Net Cash Proceeds from any Capital Market Transactions of less than $200,000,000 shall be ~~made on a date~~ applied to prepay any amounts outstanding under the Revolving Credit Facility. (~~an "Excess Cash Flow Application Date"~~c) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered[Reserved]. (d) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments ~~and Commitment reductions~~ made pursuant to ~~this~~ Section 4.06(a) or (b) shall be ~~applied, first,~~ applied to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereofin accordance with Section 4.13(a)(iii), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to ~~this~~ Section 4.06 shall be ~~made first~~ made, first, to ~~Base Rate~~ ABR Loans ~~and second~~ and, second, to Eurodollar Loans (in a ~~manner, to the extent practicable and permitted hereunder, which~~ manner that minimizes amounts ~~payable~~ due under Section ~~2.21 as a result of such prepayment)~~4.11. Each prepayment of the Loans under ~~this~~ Section ~~(except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans)~~ 4.06 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Navistar International Corp)

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if any Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if If on any date ~~Holdings,~~ the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset ~~Sale~~ Sale, such Net Cash Proceeds shall be applied on or prior to the 30th day after such date toward the prepayment of the Term Loans and the permanent reduction of the Revolving Credit Commitments in accordance with Sections 2.10(e) and 2.16. (b) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~of such Recovery Event, ~~100% of~~ such Net Cash Proceeds shall be applied on or prior to the 30th day after such ~~fifth Business Day~~ date toward the prepayment of the Term Loans and the permanent reduction of the Revolving Credit Commitments ~~as set forth~~ in ~~Section 2.12(d)~~accordance with Sections 2.10(e) and 2.16; provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments ~~as set forth~~ in ~~Section 2.12(d~~accordance with Sections 2.10(e) and 2.16. (~~iii~~c) ~~for purposes of this Section 2.12(b), the Net Cash Proceeds of~~ If on any ~~Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings~~date, the Borrower or any of ~~their respective~~ its Subsidiaries shall receive Net Cash Proceeds from any Disposition pursuant to Section 6.5(h), (j) or (k), then, such Net Cash Proceeds shall be applied, if such Net Cash Proceeds are received by the Borrower or its Subsidiaries prior to the Conversion Date, on such date toward the prepayment of the outstanding Revolving Credit Loans without a corresponding reduction of the Revolving Credit Commitments in accordance with Section 2.16. (d) If any Capital Stock or Indebtedness shall be issued or incurred by the ~~relevant Foreign Subsidiary after the Effective Date and~~Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 6.2), ~~in no event, shall~~ an amount equal to 100% of the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there thereof shall be ~~Excess Cash Flow, the Borrower shall,~~ applied on the ~~relevant Excess Cash Flow Application Date, apply the ECF Percentage~~ date of such ~~Excess Cash Flow~~ issuance or incurrence toward the prepayment of the Term Loans and the permanent reduction of the Revolving Credit Commitments as set forth in ~~Section 2.12(d). Each such prepayment~~ Sections 2.10(e) and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered2.16. (de) ~~Subject to~~ Amounts required by this Section ~~2.18, amounts~~ to be applied ~~in connection with prepayments~~ to the prepayment of the Term Loans and ~~Commitment reductions made pursuant to this Section~~ the permanent reduction of the Revolving Credit Commitments shall be ~~applied,~~ applied first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such permanent reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit ~~Loans and/or Swing Line~~ Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each (x) prepayment of the Loans under this Section shall be at the redemption prices set forth below and (except in the case of Revolving Credit Loans that are Base Rate ~~Loans and Swing Line~~ Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount ~~prepaid.~~ prepaid and (ey) ~~Any prepayment of Loans and/or~~ reduction of Revolving Credit Commitments shall be at the redemption prices (expressed as percentages of the principal amount of the Loans or Revolving Credit Commitments, as the case may be) set forth below, if prepaid or reduced during the twelve-month period beginning on May 9 of the years indicated below: Year Percentage ---- ---------- 2003............................................ 104% 2004............................................ 103% 2005............................................ 102% 2006............................................ 101% 2007............................................ 100% ; provided that, it is understood and agreed that the redemption prices above shall apply to mandatory prepayments of Revolving Credit Loans to the extent required in connection with a reduction of the Revolving Credit Commitments pursuant to this ~~Section~~paragraph (e). (i) Notwithstanding anything to the contrary in Section 2.10(e) or 2.16, with respect to the amount of any mandatory prepayment described in Section 2.10 that is allocated to the Term Loans of any Lender (such amounts, the "Prepayment Amount"), the Borrower will, in lieu of applying such amount to the prepayment of Term Loans as provided in paragraph (e) above, on the date specified in Section 2.10 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Term Loan Lender a notice (each, a "Prepayment Option Notice") as described below. (ii) As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Term Loan Lender a Prepayment Option Notice, which shall be in the form of Exhibit J, and shall include an offer by the ~~rights~~ Borrower to prepay on the date (each a "Mandatory Prepayment Date") that is ten Business Days after the date of the Prepayment Option Notice, the relevant Term Loans of such Lender by an amount equal to the portion of the Prepayment Amount indicated in such Lender's Prepayment Option Notice as being applicable to such Lender's Term Loans. (iii) In the event that any of the Term Loan Lenders (each, a "Declining Term Loan Lender") is not willing to accept all or a portion of its Prepayment Amount on the Mandatory Prepayment Date, such Declining Term Loan Lender shall notify the Administrative Agent in writing of the portion of its Prepayment Amount that it is not willing to accept no later than three Business Days after the date of the Prepayment Option Notice, provided that, if a Term Loan Lender has not notified the Administrative Agent of its intent to decline all or a portion of its Prepayment Amount, such Lender shall be deemed to have accepted its entire Prepayment Amount. (iv) The Administrative Agent shall then promptly distribute to each Term Loan Lender a revised Prepayment Option Notice including a pro rata portion of the Prepayment Amount (the "Revised Prepayment Amount") declined by the Declining Term Loan Lenders. In the event that any Term Loan Lender does not wish to accept all or a portion of the Revised Prepayment Amount, such Declining Term Loan Lender shall notify the Administrative Agent in writing of the portion of its Revised Prepayment Amount that it is not willing to accept no later than three Business Days after the date of the revised Prepayment Option Notice, provided that, if a Term Loan Lender has not notified the Administrative Agent of its intent to decline all or a portion of its Revised Prepayment Amount, such Lender shall be deemed to have accepted its entire Revised Prepayment Amount. (v) In the event that any portion of the Prepayment Amount has been declined by the Term Loan Lenders pursuant to clause (iv) above prior to the Conversion Date, such amount shall be applied to the reduction of the Revolving Credit Commitments in accordance with Section 2.10(g). (vi) On the Mandatory Prepayment Date, (x) the Borrower shall pay to the relevant Term Loan Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans in respect ~~thereof, are subject~~ of which such Lenders have accepted prepayment as described above and (y) the Borrower shall be entitled to retain the remaining portion of the Prepayment Amount not accepted by the relevant Lenders or applied pursuant to Section 2.10(g) below. (i) Notwithstanding anything to the ~~provisions~~ contrary in Section 2.10(e) or 2.16, with respect to the amount of any mandatory prepayment described in Section ~~2.18~~2.10 that is allocated to reduce the Revolving Credit Commitment of any Lender (such amounts, the "Reduction Amount"), the Borrower will, in lieu of applying such amount to the reduction of the Revolving Credit Commitments as provided in paragraph (e) above, on the date specified in Section 2.10 for such reduction, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Revolving Credit Lender a notice (each, a "Reduction Option Notice") as described below. (ii) As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Revolving Credit Lender a Reduction Option Notice, which shall be in the form of Exhibit K, and shall include an offer by the Borrower to reduce on the Mandatory Prepayment Date that is ten Business Days after the date of the Reduction Option Notice, the relevant Revolving Credit Commitment of such Lender by an amount equal to the portion of the Reduction Amount indicated in such Lender's Reduction Option Notice as being applicable to such Lender's Revolving Credit Commitment. (iii) In the event that any of the Revolving Credit Lenders (each, a "Declining Revolving Credit Lender") is not willing to accept all or a portion of its Reduction Amount on the Mandatory Prepayment Date, such Declining Revolving Credit Lender shall notify the Administrative Agent in writing of the portion of its Reduction Amount that it is not willing to accept no later than three Business Days after the date of the Reduction Option Notice, provided that, if a Revolving Credit Lender has not notified the Administrative Agent of its intent to decline all or a portion of its Reduction Amount, such Lender shall be deemed to have accepted its entire Reduction Amount. (iv) The Administrative Agent shall then promptly distribute to each Revolving Credit Lender a revised Reduction Option Notice including a pro rata portion of the Reduction Amount (the "Revised Reduction Amount") declined by the Declining Revolving Credit Lenders. In the event that any Revolving Credit Lender does not wish to accept all or a portion of its Revised Reduction Amount, such Declining Revolving Credit Lender shall notify the Administrative Agent in writing of the portion of its Revised Reduction Amount that it is not willing to accept no later than three Business Days after the date of the revised Reduction Option Notice, provided that, if a Revolving Credit Lender has not notified the Administrative Agent of its intent to decline all or a portion of its Revised Reduction Amount, such Lender shall be deemed to have accepted its entire Revised Reduction Amount. (v) In the event that any Prepayment Amounts are declined by the Term Loan Lenders pursuant to Section 2.10(f)(iv), the Administrative Agent shall then promptly distribute a Reduction Option Notice with respect to such declined Prepayment Amounts to each Revolving Credit Lender which notice shall constitute an offer by the Borrower to reduce such Lender's Revolving Credit Commitment by the portion of the Prepayment Amount indicated in such Lender's Reduction Option Notice as being applicable to such Lender. In the event that any Revolving Credit Lender is not willing to accept a reduction of its Revolving Credit Commitment pursuant to this clause (v), it shall notify the Administrative Agent in writing of the portion of the Prepayment Amount it is not willing to accept no later than two Business Days after the date of the Reduction Option Notice delivered pursuant to this clause (v). (vi) On the Mandatory Prepayment Date, (x) the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by the amount of the Reduction Amount and Prepayment Amount accepted by such Revolving Credit Lender pursuant to this Section 2.10(g), (y) the Borrower shall pay to the relevant Revolving Credit Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Revolving Credit Loans in respect of which such Lenders have accepted prepayment as described above in accordance with Section 2.10(e) and (z) the Borrower shall be entitled to retain the remaining portion of the Reduction Amount and Prepayment Amount not accepted by the relevant Lenders.

Appears in 1 contract

Sources: Credit Agreement (Sba Communications Corp)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ [Intentionally omitted.] (b) If any Indebtedness is shall be incurred ~~after the date hereof~~ by ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member (excluding any Indebtedness incurred in accordance with Section ~~7.2 as in effect on the date of this Agreement~~7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such ~~issuance or~~ incurrence toward the prepayment of the Amended Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.9(e). (bc) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member shall receive Net Cash Proceeds from any Asset Sale, German Subsidiaries Asset Sale, ▇▇▇ ▇▇▇▇ Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the Amended Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.9(e); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales ~~(other than Asset Sales in connection with the Ripon Transition)~~ and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $~~5,000,000~~ 2,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (provided that the transactions described in clause (iii) shall not be subject to this clause (ii)) shall be applied toward the prepayment of the Amended Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.9(e) and (iii) ~~for purposes~~ (A) in the event of ~~this Section 2.12(b)~~a German Subsidiaries Asset Sale, the lesser of (x) the greater of (I) $10,000,000 (or if less, Net Cash Proceeds therefrom) and (II) 50% of the Net Cash Proceeds ~~of any~~ from such German Subsidiaries Asset Sale ~~pursuant~~ and (y) an amount of Net Cash Proceeds therefrom that will result in the Consolidated Leverage Ratio not exceeding 2.50:1.00 (calculated on a pro forma basis as of the last day of the most recently completed period of four fiscal quarters for which financial statements are available but giving effect to any prepayment under this Section ~~7.5(k~~2.9) ~~shall be equal to~~ and (B) in the event of an ▇▇▇ ▇▇▇▇ Asset Sale, the lesser of (Ax) the ~~amount~~ greater of ~~such~~ (I) $5,000,000 (or if less, Net Cash Proceeds therefrom) and (BII) ~~the aggregate amount~~ 50% of ~~Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall~~ the Net Cash Proceeds from such ▇▇▇ ▇▇▇▇ Asset Sale and (y) an amount of ~~all Asset Sales~~ Net Cash Proceeds therefrom that will result in ~~respect~~ the Consolidated Leverage Ratio not exceeding 2.50:1.00 (calculated on a pro forma basis as of the ~~Capital Stock~~ last day of the most recently completed period of four fiscal quarters for which financial statements are available but giving effect to any ~~Foreign Subsidiary~~ prepayment under this Section 2.9), as the case may be, shall be applied on the date of receipt toward the prepayment of the Amended Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e); provided that if the Consolidated Leverage Ratio does not exceed 2.50:1.00 as of the last day of the most recently completed period of four fiscal quarters for ~~purposes~~ which financial statements are available, in the event of a German Subsidiaries Asset Sale or an ▇▇▇ ▇▇▇▇ Asset Sale, no prepayment of the Amended Term Loans or reduction of the Revolving Commitments under this Section 2.9(c) shall be required. Notwithstanding the foregoing provisions of this Section ~~2.12(b~~2.9(c), so long as no Default or Event of Default shall have occurred and be continuing, no mandatory repayments shall be required pursuant to this Section 2.9(c) ~~exceed~~ until the ~~aggregate amount~~ date on which the sum the Net Cash Proceeds required to be applied as mandatory repayments pursuant to this Section 2.9(c) in the absence of ~~Investments made by Holdings~~this sentence, ~~the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date~~equals or exceeds $5,000,000. (cd) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~If, for any fiscal year of the Borrower commencing with the fiscal year ~~in which the Effective Date occurs~~ending December 31, 2005 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Amended Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.9(e). Each such prepayment and commitment reduction shall be made on a date (an "“Excess Cash Flow Application Date"”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (de) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to ~~this~~ Section 2.9 shall be applied, first, to the prepayment of the Amended Term Loans in accordance with Section 2.15(b) and payment of accrued interest on the Amended Term Loans so prepaid and, second, to reduce permanently the Revolving ~~Credit Commitments~~Commitments up to $5,000,000 and pay accrued interest on Revolving Loans prepaid pursuant to Section 2.9. Any such reduction of the Revolving ~~Credit~~ Commitments shall be accompanied by prepayment of the Revolving ~~Credit Loans and/or Swing Line~~ Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving ~~Credit~~ Commitments as so reduced, provided that if the aggregate principal amount of Revolving ~~Credit Loans and Swing Line~~ Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the ~~Lenders~~ Secured Parties on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to ~~this~~ Section 2.9 shall be ~~made first~~ made, first, to ~~Base Rate~~ ABR Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under ~~this~~ Section 2.9 (except in the case of Revolving ~~Credit~~ Loans that are ~~Base Rate Loans and Swing Line~~ ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Educate Inc)

Mandatory Prepayments and Commitment Reductions. ~~(a) Unless~~ Subsequent to the ~~Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2~~Closing Date, if ~~any Indebtedness is incurred after the date hereof by Holdings, the Borrower~~ Holdings or any of its Subsidiaries shall issue any Capital Stock (~~excluding~~ other than Capital Stock of Holdings purchased by management in connection with incentive plans and common stock of Holdings purchased by Persons that are holders of common stock of Holdings as of the Closing Date and their respective Affiliates) or incur any Indebtedness ~~incurred in accordance with Section 7.2 as in effect~~ (other than any Indebtedness permitted pursuant to subsection 11.2 (other than paragraph (n) thereof) or 14.6), on the date of such issuance or incurrence, the Borrower shall prepay the Term Loans, shall cash collateralize an amount of the Assumed Letters of Credit and shall reduce the Revolving Credit Commitments in an aggregate amount equal to 75% (in the case of Capital Stock) or 100% (in the case of Indebtedness) of the Net Cash Proceeds thereof as set forth in paragraph (d) of this ~~Agreement)~~subsection. (a) If Holdings or any of its Subsidiaries shall consummate any Asset Sale, on the date of consummation of such Asset Sale, the Borrower shall prepay the Term Loans, shall cash collateralize an amount of the Assumed Letters of Credit and shall reduce the Revolving Credit Commitments in an aggregate amount equal to 100% of the Net Cash Proceeds thereof ~~shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments~~ as set forth in ~~Section 2.12(d)~~paragraph (d) of this subsection. (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, If for any fiscal ~~year of the Borrower~~ year, commencing with the fiscal year ~~in which the Effective Date occurs~~ending December 31, 2003, there shall be Excess Cash Flow, the Borrower ~~shall~~shall prepay the Term Loans, on shall cash collateralize an amount of the ~~relevant Excess Cash Flow Application Date, apply~~ Assumed Letters of Credit and shall reduce the ~~ECF Percentage~~ Revolving Credit Commitments in an amount equal to the lesser of (i) 75% of such Excess Cash Flow ~~toward~~ (or Equivalent Amount thereof, as the ~~prepayment~~ case may be) and (ii) the amount of ~~the Term Loans~~ cash and ~~the reduction~~ Cash Equivalents on hand at Holdings and its Subsidiaries as at December 31 of ~~the Revolving Credit Commitments~~ such fiscal year in excess of $87,500,000, as set forth in ~~Section 2.12(d)~~paragraph (d) of this subsection. Each such ~~prepayment~~ prepayment, cash collateralization and commitment reduction shall be made on a or before the date which is seven (~~an "Excess Cash Flow Application Date"~~7) ~~no later than five~~ Business Days after the earlier of (iA) the date on which the financial statements ~~of the Borrower~~ referred to in ~~Section 6.1(a), for the fiscal year with respect to which such prepayment is made,~~ subsection 10.1(a) are required to be delivered to the Lenders and (iiB) the date ~~such~~ on which said financial statements are actually delivered. (dc) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments and ~~Commitment~~ commitment reductions ~~made~~ pursuant to ~~this Section~~ subsection 5.3 shall be ~~applied,~~ applied (i) first, to the ~~prepayment of~~ Tranche A Term Loans, to the ~~Term Loans and~~installments thereof ratably in accordance with the then outstanding amounts thereof, (ii) second, to ~~reduce permanently~~ the ~~Revolving Credit Commitments. Any such~~ Tranche B Term Loans, to the installments thereof ratably in accordance with the then outstanding amounts thereof, (iii) third, to cash collateralize the Assumed Letters of Credit, (iv) fourth, to the permanent reduction of the Revolving Credit Commitments ~~shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans~~ and (v) subject to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess clauses (~~because L/C Obligations constitute a portion thereof~~i) through (iv), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and ~~second~~ second, pro rata, to Eurodollar ~~Loans~~ Loans. (d) If at any time Holdings or any Subsidiary shall receive any cash proceeds of any casualty or condemnation in excess of the Equivalent Amount of $10,000,000 pursuant to subsection 11.6(c), such proceeds shall be deposited with the Collateral Agent who shall hold such proceeds in a ~~manner~~cash collateral account reasonably satisfactory to it. From time to time upon request, the Collateral Agent will release such proceeds to Holdings or such Subsidiary, as necessary, to pay for replacement or rebuilding of the ~~extent practicable and permitted~~ assets lost or condemned or to otherwise acquire assets useful in the business. If such proceeds are not so applied within eighteen months (subject to reasonable extension for force majeure or weather delays) (or such earlier date as may be necessary to eliminate any obligation on the part of Holdings or any of its Subsidiaries to prepay or cash collateralize Indebtedness other than Indebtedness hereunder~~, which minimizes amounts payable under Section 2.21 as a result~~ ) following the condemnation or casualty or if the Borrower fails to notify the Collateral Agent in writing on or before 180 days after such casualty or condemnation that the Borrower shall commence the replacement or rebuilding of such ~~prepayment~~asset (or shall otherwise reinvest such proceeds)~~. Each prepayment of~~ , then, in either case, the ~~Loans under this Section (except~~ Collateral Agent may treat any amounts in the ~~case~~ cash collateral account as Net Cash Proceeds of ~~Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid~~an Asset Sale in accordance with subsection 5.3(b). (e) ~~Any~~ The provisions of this subsection 5.3 shall not be in derogation of any other covenant or obligation of Holdings and its Subsidiaries under the Loan Documents and shall not be construed as a waiver of, or a consent to departure from, any such covenant or obligation. (f) Notwithstanding the foregoing provisions of this subsection 5.3, if at any time the mandatory prepayment of any Term Loans ~~and/or reduction of Commitments~~ pursuant to this ~~Section~~Agreement would result, ~~and~~ after giving effect to the ~~rights~~ procedures set forth in this Agreement, in the Borrower incurring costs as a result of Eurodollar Loans ("Affected Eurodollar Loans") being prepaid other than on the last day of an Interest Period applicable thereto, which costs are required to be paid pursuant to subsection 7.8, then, the Borrower may, in its sole discretion, initially deposit a portion (up to 100%) of the ~~Lenders~~ amounts that otherwise would have been paid in respect ~~thereof, are subject~~ to the ~~provisions~~ Affected Eurodollar Loans with the Collateral Agent (which deposit must be equal in amount to the amount of ~~Section 2.18~~the Affected Eurodollar Loans not immediately prepaid) to be held as security for the obligations of the Borrower to make such mandatory prepayment pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Collateral Agent, with such cash collateral to be directly applied upon the first occurrence (or occurrences) thereafter of the last day of an Interest Period applicable to the relevant Term Loan that is a Eurodollar Loan (or such earlier date or dates as shall be requested by the Borrower), to repay an aggregate principal amount of such Term Loan equal to the Affected Eurodollar Loans not initially repaid pursuant to this sentence.

Appears in 1 contract

Sources: Credit Agreement (Wire Harness Industries Inc)

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if any Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if If on any date ~~Holdings,~~ the US Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be applied ~~on such fifth~~ within three Business ~~Day~~ Days toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~4.06(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~4.06(d). (b) ~~and (iii) for purposes~~ If on any date the US Borrower or any of ~~this Section 2.12(b)~~its Subsidiaries shall receive Net Cash Proceeds from any Capital Market Transactions, then an amount equal to 75% of the Net Cash Proceeds ~~of any Asset Sale pursuant to Section 7.5(k) shall be equal~~ from such Capital Market Transaction (to the ~~lesser of (A) the amount of~~ extent such Net Cash ~~Proceeds and (B) the aggregate amount of Investments made by Holdings~~Proceeds, ~~the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall~~ together with the Net Cash Proceeds ~~of all Asset Sales in respect of the~~ from prior Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary Market Transactions after the ~~Effective Date. (c~~Original Closing Date are in excess of $200,000,000) ~~Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there~~ shall be ~~Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage~~ applied within five Business Days of such ~~Excess Cash Flow toward~~ issuance or incurrence to the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~4.06(d)~~. Each such prepayment and commitment reduction~~ ; provided, that, notwithstanding the foregoing, any Net Cash Proceeds from any Capital Market Transactions of less than $200,000,000 shall be ~~made on a date~~ applied to prepay any amounts outstanding under the Revolving Credit Facility. (~~an "Excess Cash Flow Application~~ c) On the Effective Date~~") no later than five Business Days~~ , if after giving effect to the ~~earlier of~~ reduction provided in Section 4.03(a)(i), (ix) the ~~date on which~~ aggregate Revolving Credit Exposures of all the ~~financial statements~~ Lenders exceeds the aggregate US Revolving Commitments or (y) the aggregate principal amount of outstanding Mexican Revolving Loans exceeds $100,000,000, then the US Borrower ~~referred to~~ or the Mexican Borrower, as applicable, shall repay the applicable Revolving Loans in ~~Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required~~ amounts necessary to be ~~delivered to the Lenders and (ii) the date such financial statements are actually delivered~~in compliance with this Agreement.[Reserved]. (d) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments ~~and Commitment reductions~~ made pursuant to ~~this~~ Section 4.06(a) or (b) shall be ~~applied, first,~~ applied to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereofin accordance with Section 4.13(a)(iii), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to ~~this~~ Section 4.06 shall be ~~made first~~ made, first, to ~~Base Rate~~ ABR Loans ~~and second~~ and, second, to Eurodollar Loans (in a ~~manner, to the extent practicable and permitted hereunder, which~~ manner that minimizes amounts ~~payable~~ due under Section ~~2.21 as a result of such prepayment)~~4.11. Each prepayment of the Loans under ~~this~~ Section ~~(except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans)~~ 4.06 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Navistar International Corp)

Mandatory Prepayments and Commitment Reductions. ~~(a)~~ Unless the Required ~~Prepayment~~ Lenders shall otherwise ~~agree and without prejudice to Section 7.2~~agree, if any Indebtedness is incurred ~~after~~ or issued, except for Indebtedness permitted by Section 6.9 and except for Indebtedness under the ~~date hereof by Holdings~~Canadian Facility, as the ~~Borrower~~ same may be amended, restated, supplemented or ~~any of its Subsidiaries (excluding any Indebtedness incurred~~ modified from time to time hereafter in accordance with ~~Section 7.2 as in effect on~~ the ~~date~~ terms and conditions of this ~~Agreement~~Agreement and the other Loan Documents, by any Group Member, then promptly upon such incurrence or issuance, as the case may be (and in any case not more than three (3) Business Days thereafter), the Loans and the Additional Notes shall be prepaid and the Commitments shall be reduced by an amount equal to ~~100%~~ the amount of the Net Cash Proceeds of such incurrence or issuance, as set forth in Section 2.5(c); provided that no prepayment shall be required under this Section 2.5(a) if (x) the aggregate amount of Indebtedness incurred on and after the Petition Date by all Group Members, taken together, does not exceed $5,000,000 as of such date or (y) the Indebtedness was incurred or issued by a Foreign Subsidiary, General Motors China, Inc. or GM APO Holdings LLC for the purpose of funding operations in the jurisdiction where such Foreign Subsidiary is organized or within the same Foreign Geographic Region as the jurisdiction of organization of such Foreign Subsidiary or in the case of General Motors China, Inc. or GM APO Holdings LLC, in the Asia Pacific region. With respect to any Indebtedness incurred or issued by a Non-U.S. Subsidiary, the aggregate amount of the Net Cash Proceeds thereof ~~shall~~ required to be applied ~~on the date of such issuance or incurrence toward~~ pursuant to Section 2.5(c) to the prepayment of the ~~Term~~ Loans and the Additional Notes and the permanent reduction of the ~~Revolving Credit~~ Commitments as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be ~~delivered in respect thereof within five Business Days thereafter, 100%~~ subject to reduction to the extent that expatriation of such Net Cash Proceeds ~~shall~~ (1) would result in material adverse tax or legal consequences (including, without limitation, violation of contractual liabilities), (2) would be ~~applied on such fifth Business Day toward~~ reasonably likely to result in adverse personal liability of any director of any Group Member, or (3) would result in the ~~prepayment~~ insolvency of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes applicable Foreign Subsidiary. The provisions of this Section ~~2.12(b),~~ do not constitute a consent to the ~~Net Cash Proceeds~~ incurrence of any ~~Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made~~ Indebtedness by ~~Holdings, the Borrower or~~ any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective DateGroup Member. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.

Appears in 1 contract

Sources: Debtor in Possession Credit Agreement

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless~~ If at any time the ~~Required Prepayment~~ Revolving Credit Exposure of all Lenders ~~shall otherwise agree and without prejudice to Section 7.2, if any Indebtedness is incurred after~~ exceeds the ~~date hereof by Holdings~~Aggregate Revolving Commitment Amount, the ~~Borrower or~~ Borrowers shall immediately repay Swingline Loans and Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.19. Each prepayment of ~~its Subsidiaries (excluding~~ a Borrowing shall be applied ratably to the Revolving Base Rate Loans to the full extent thereof, and finally to Revolving Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to such excess plus any ~~Indebtedness incurred~~ accrued and unpaid fees thereon to be held as collateral for the Aggregate LC Exposure and any other remaining Obligations. Such account shall be administered in accordance with Section 7.2 as in effect on the date of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d)2.23(g) hereof. (b) ~~Unless~~ Subject to Section 2.12(d), in the ~~Required Prepayment Lenders shall otherwise agree, if~~ event and on each occasion that any ~~date Holdings, the~~ Net Proceeds are received by or on behalf of any Borrower or ~~any of~~ its respective Subsidiaries ~~shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered~~ in respect ~~thereof~~ of any Debt Issuance or Equity Issuance, such Borrower shall, within five (5) Business Days ~~thereafter~~after such Net Proceeds are received, prepay any Loans then owing by it in an aggregate amount equal to (i) in the case of any Debt Issuance, one hundred percent (100% %) of such Net ~~Cash~~ Proceeds, and (ii) in the case of any Equity Issuance, fifty percent (50%) of such Net Proceeds; provided, however, that if the Parent Borrower shall deliver, within such five (5) Business Days, to the Administrative Agent a certificate of the Parent Borrower to the effect that the Parent Borrower and its Subsidiaries intend to apply the Net Proceeds from such Equity Issuance (or a portion thereof as specified in such certificate) within 180 days after receipt of such Net Proceeds, as an investment in the Subsidiary Borrower, and certifying that no Default or Event of Default has occurred and is then continuing, then in each such case no prepayment shall be ~~applied on~~ required pursuant to this Section 2.12(b) in respect of such ~~fifth Business Day toward~~ Net Proceeds from such Equity Issuance (or the ~~prepayment~~ portion of ~~the Term Loans and the reduction of the Revolving Credit Commitments as set forth~~ such Net Proceeds specified in ~~Section 2.12(d~~such certificate, if applicable); provided, ~~that~~further, ~~notwithstanding~~ that if by the ~~foregoing~~end of any such 180-day period, ~~(i) the aggregate~~ any such Net ~~Cash~~ Proceeds ~~of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice~~ therefrom shall not ~~exceed $5,000,000~~ have been so applied, prepayment shall be required at such time in ~~any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date,~~ an amount equal to ~~the Reinvestment~~ such Net Proceeds not so applied. Prepayment ~~Amount with respect to the relevant Reinvestment Event~~ shall be applied ~~toward~~ ratably to such Borrower’s Revolving Base Rate Loans to the full extent thereof, and then to such Borrower’s Revolving Eurodollar Loans to the full extent thereof. If after giving effect to such prepayment of ~~the Term Loans and the reduction of~~ all such Loans, the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds Exposure of all ~~Asset Sales~~ Lenders in respect of the ~~Capital Stock~~ Bay Gas LC Commitment (in the case of the Subsidiary Borrower) exceeds the Bay Gas LC Commitment, or the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount (in the case of the Parent Borrower), such Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to such excess plus any ~~Foreign~~ accrued and unpaid fees thereon to be held as collateral for the Aggregate LC Exposure in respect of the Bay Gas LC (in the case of the Subsidiary Borrower), or for ~~purposes~~ the remaining Aggregate LC Exposure and any other remaining Obligations (in the case of ~~this~~ the Parent Borrower). Such account shall be administered in accordance with Section ~~2.12(b~~2.23(g) ~~exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date~~hereof. (c) ~~Unless~~ Subject to Section 2.12(d), in the ~~Required Prepayment Lenders shall otherwise agree~~event and on each occasion that any Net Proceeds are received by or on behalf of any Borrower or its respective Subsidiaries in respect of any Asset Sale, ~~if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the~~ such Borrower shall, on within five (5) Business Days after such Net Proceeds are received, prepay any Loans then owing by it in an aggregate amount equal to such Net Proceeds; provided, however, that if the ~~relevant Excess Cash Flow Application Date~~Parent Borrower shall deliver, within such five (5) Business Days, to the Administrative Agent a certificate of the Parent Borrower to the effect that the Parent Borrower and its Subsidiaries intend to apply the ~~ECF Percentage~~ Net Proceeds from such Asset Sale (or a portion thereof as specified in such certificate) within 180 days after receipt of such ~~Excess Cash Flow toward~~ Net Proceeds, to purchase replacement assets for use in the operations of the Parent Borrower and its Subsidiaries, and certifying that no Default or Event of Default has occurred and is then continuing, then in each such case no prepayment shall be required pursuant to this Section 2.12(c) in respect of such Net Proceeds from such Asset Sale (or the portion of such Net Proceeds specified in such certificate, if applicable); provided, further, that if by the end of any such 180-day period, any such Net Proceeds therefrom have not been so applied, prepayment shall be required at such time in an amount equal to such Net Proceeds not so applied. Prepayment shall be applied ratably to such Borrower’s Revolving Base Rate Loans to the full extent thereof, and then to such Borrower’s Revolving Eurodollar Loans to the full extent thereof. If after giving effect to such prepayment of ~~the Term Loans and the reduction of~~ all such Loans, the Revolving Credit ~~Commitments~~ Exposure of all Lenders in respect of the Bay Gas LC Commitment (in the case of the Subsidiary Borrower) exceeds the Bay Gas LC Commitment, or the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount (in the case of the Parent Borrower), such Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to such excess plus any accrued and unpaid fees thereon to be held as ~~set forth~~ collateral for the Aggregate LC Exposure in ~~Section 2.12(d~~respect of the Bay Gas LC (in the case of the Subsidiary Borrower), or for the remaining Aggregate LC Exposure and any other remaining Obligations (in the case of the Parent Borrower). ~~Each such prepayment and commitment reduction~~ Such account shall be ~~made on a date (an "Excess Cash Flow Application Date"~~administered in accordance with Section 2.23(g) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually deliveredhereof. (d) ~~Subject to Section 2.18~~Notwithstanding the foregoing Sections 2.12(b) and (c), ~~amounts to be applied~~ in connection with any Debt Issuance, Equity Issuance or Asset Sale by Mobile Gas, no such mandatory prepayment shall be required to be made except to the extent that at the time of such Debt Issuance, Equity Issuance or Asset Sale, Mobile Gas has outstanding Indebtedness owing to the Parent Borrower or another Subsidiary, or Mobile Gas would not otherwise be restricted from paying such amounts to the Parent Borrower or another Subsidiary by law or the rules, regulations, tariffs or orders of the Alabama Public Service Commission. (e) Immediately upon the occurrence of any Debt Issuance, Equity Issuance or Asset Sale requiring a prepayment hereunder, the Aggregate Revolving Commitments shall automatically be reduced by a total amount equal to the maximum aggregate principal prepayments ~~and Commitment reductions~~ required to be made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount 2.12 in respect of such ~~excess (because L/C Obligations constitute a portion thereof)~~Debt Issuance, ~~the Borrower shall~~Equity Issuance or Asset Sale, or that would be required to ~~the extent of the balance~~ be made in respect of such ~~excess~~Debt Issuance, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment Equity Issuance or Asset Sale pursuant to this Section 2.12 if there were Loans outstanding at such time in excess of such maximum required amount, except that no such automatic reduction in the Aggregate Revolving Commitments shall be made ~~first~~ with respect to ~~Base Rate Loans and second~~ mandatory prepayments made pursuant to ~~Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under~~ Section ~~2.21~~ 2.12(d) as a result of any Debt Issuance by Mobile Gas. The total amount of such ~~prepayment). Each prepayment~~ reductions shall be allocated on a pro rata basis among the respective amounts of the ~~Loans under~~ Revolving Commitments then in effect. (f) The Parent Borrower shall give written notice (or telephonic notice promptly confirmed in writing) of any prepayment required by this Section 2.12 to the Administrative Agent no later than (~~except~~ i) in the case of ~~Revolving Credit Loans that are~~ prepayment of any Eurodollar Borrowing, 12:00 noon not less than three (3) Business Days prior to the date of any prepayment, and (ii) in the case of prepayment of any Base Rate ~~Loans and Swing Line Loans~~Borrowing, 12:00 noon not less than one (1) ~~shall be accompanied by accrued interest~~ Business Day prior to the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s share, if any, of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount ~~prepaid~~so prepaid as provided in Section 2.12(g) below. (eg) ~~Any prepayment of Loans and/or reduction of Commitments~~ The Borrowers agree to pay all accrued and unpaid interest on all amounts prepaid pursuant to the requirements of this ~~Section~~Section 2.12, ~~and the rights of the Lenders~~ together with any amounts due in respect ~~thereof, are subject~~ of such prepayment pursuant to ~~the provisions of~~ Section ~~2.18~~2.19.

Appears in 1 contract

Sources: Credit Agreement (Energysouth Inc)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ If any Indebtedness is shall be incurred ~~after the date hereof~~ by ~~Holdings~~Parent, Holdings or the Borrower or any of its Subsidiaries (excluding any Indebtedness ~~incurred~~ permitted by Section 9.3 other than (i) Section 9.3(a) (to the extent pertaining to any refinancing, refund, replacement or renewal of Indebtedness pursuant to the Loan Documents), (ii) Section 9.3(n)(i) (to the extent the Net Cash Proceeds of such Indebtedness are not applied by the Borrower to purchase Tranche B Term Loans pursuant to an Auction as set forth in ~~accordance with~~ Section ~~7.2 as in effect~~ 5.19) and (iii) subclauses (ii) and (iii) of 9.3(n)), then, on the date of ~~this Agreement)~~such incurrence the Tranche B Term Loans shall be prepaid, by an amount equal to ~~100%~~ the IP Percentage (or as set forth in Section 9.3(n)(ii)) of the Net Cash Proceeds ~~thereof shall be applied on the date~~ of such ~~issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments~~ incurrence, as set forth in Section ~~2.12(d~~5.5(d). (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings,~~ the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery ~~Event then~~Event, ~~unless a Reinvestment Notice~~ the Loans shall be ~~delivered in respect thereof within~~ prepaid, on or before the date which is five ~~Business Days thereafter, 100%~~ days following the date of receipt of such Net Cash ~~Proceeds shall be applied on~~ Proceeds, by an amount equal to the amount of such ~~fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments~~ Net Cash Proceeds, as set forth in Section ~~2.12(d~~5.5(d); ~~provided,~~ provided that, notwithstanding the foregoing, no prepayment of the Loans shall be required to be made under this Section 5.5(b) in respect of (i) the ~~aggregate~~ Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Asset ~~Sales (other than Asset Sales~~ Sale or Recovery Event in ~~connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to~~ respect of which a Reinvestment Notice ~~shall not exceed $5,000,000 in any fiscal year of the Borrower~~has been delivered (or is delivered within 30 days), ~~(ii)~~ so long as, on each Reinvestment Prepayment Date, the Loans shall be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant ~~Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments~~ Asset Sale or Recovery Event, as set forth in Section ~~2.12(d~~5.5(d) and (~~iii~~ii) ~~for purposes~~ RP Eligible Proceeds, to the extent such RP Eligible Proceeds are used within 90 days of ~~this~~ the Disposition which is the source of such RP Eligible Proceeds to make a Restricted Payment permitted to be made under Section ~~2.12(b~~9.6(h), ~~the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the~~ in an aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) not to exceed ~~the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date~~$300,000,000. (c) ~~Unless~~ Subject to the ~~Required Prepayment Lenders shall otherwise agree~~last sentence of this paragraph, if, for any fiscal year of the Borrower commencing with the fiscal year ~~in which the Effective Date occurs~~ending December 31, 2011, there shall be Excess Cash Flow, ~~the Borrower shall~~then, on the relevant Excess Cash Flow Application Date, ~~apply~~ the ~~ECF Percentage~~ Tranche B Term Loans shall be prepaid by an amount equal to 50% of such Excess Cash Flow ~~toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments~~ during such fiscal year as set forth in Section ~~2.12(d~~5.5(d). Each such prepayment ~~and commitment reduction~~ shall be made on ~~a date~~ July 15 of the following fiscal year, beginning on July 15, 2012 (an "“Excess Cash Flow Application Date~~") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a~~”)~~, for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered~~. (d) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments ~~and Commitment reductions~~ made pursuant to this Section shall be applied, first, to the prepayment of the Tranche B Term ~~Loans and~~Loans, second, after the Tranche B Term Loans have been prepaid in full, to ~~reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of~~ prepay the Revolving Credit Loans and/or Swing Line Loans pro rata according to the ~~extent, if any, that the Total Revolving Extensions of Credit exceed the amount~~ respective Pro Rata Share of the ~~Total Revolving Credit~~ relevant Lender (in each case without any corresponding reduction of the Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereofhereunder), ~~the Borrower shall~~third, to the ~~extent~~ prepayment of outstanding loans under the ~~balance of such excess~~Second Lien Credit Agreement and fourth, ~~replace~~ to cash collateralize outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative AgentCredit. The application of any prepayment of Loans under any Facility pursuant to this Section shall be ~~made first~~ made, first, to Base Rate Loans ~~and second to Eurodollar Loans (in a manner~~under such Facility and, second, to ~~the extent practicable and permitted hereunder, which minimizes amounts payable~~ Eurocurrency Loans under ~~Section 2.21 as a result of~~ such ~~prepayment)~~Facility. Each prepayment of the Loans under this Section (except in the case of Revolving Credit ~~Loans that are Base Rate~~ Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid~~. (e) Any~~ . Pending the final application of Net Cash Proceeds, the Borrower may temporarily prepay outstanding Revolving Credit Loans and/or Swing Line Loans or otherwise make Permitted Investments. Notwithstanding any of the other provisions of this Section 5.5, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Loans ~~and/or reduction~~ is required to be made under this Section 5.5 prior to the last day of ~~Commitments~~ the Interest Period therefor and less than three months are remaining in such Interest Period, in lieu of making any payment pursuant to this ~~Section, and~~ Section 5.5 in respect of any such Eurocurrency Loan prior to the ~~rights~~ last day of the ~~Lenders~~ Interest Period therefor, the Borrower may, in ~~respect thereof~~its sole discretion, ~~are subject~~ deposit the amount of any such prepayment otherwise required to be made into a cash collateral account maintained with the Administrative Agent until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 5.5. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section ~~2.18~~5.5.

Appears in 1 contract

Sources: First Lien Credit Agreement (Six Flags Entertainment Corp)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless~~ If any Capital Stock (other than in respect of stock options granted to employees or directors and directors' qualifying shares) shall be issued by any Group Member to a Person other than another Group Member, an amount equal to 50% of the ~~Required Prepayment Lenders~~ Net Cash Proceeds thereof shall ~~otherwise agree~~ be paid to the Administrative Agent within three Business Days of such Group Member's receipt of proceeds of such issuance for application by the Administrative Agent toward the prepayment of the Term Loans and ~~without prejudice to~~ the reduction of the Revolving Commitments as set forth in Section ~~7.2, if~~ 2.12(d). (b) If any Indebtedness is shall be incurred ~~after the date hereof~~ by ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member (excluding any Indebtedness incurred in accordance with Section ~~7.2 as in effect on the date of this Agreement~~7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such ~~issuance or~~ incurrence toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section 2.12(d). (bc) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered to the Administrative Agent in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be ~~applied on~~ paid to the Administrative Agent within three Business Days of such ~~fifth Business Day~~ Group Member's receipt of proceeds of such Asset Sale or Recovery Event for application by the Administrative Agent toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be paid to the Administrative Agent to be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to ~~this~~ Section 2.12 shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving ~~Credit~~ Commitments. The amount of each prepayment by either Borrower on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each principal prepayment of the Term Loans shall be applied to reduce the then remaining installments of the Tranche A Term Loans and Tranche B Term Loans, as the case may be, pro rata based upon the then remaining principal amount thereof. Any such reduction of the Revolving ~~Credit~~ Commitments shall be accompanied by prepayment of the Revolving ~~Credit~~ Loans and/or ~~Swing Line Loans~~ Swingline Loans, to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving ~~Credit~~ Commitments as so reduced, provided that if the aggregate principal amount of Revolving ~~Credit~~ Loans and ~~Swing Line~~ Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations and outstanding Competitive Bid Loans constitute a portion thereof), the ~~Borrower~~ Borrowers shall, to the extent of the balance of such excess, replace outstanding Letters of Credit or Competitive Bid Loans, as applicable, and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to ~~this~~ Section 2.12 shall be ~~made first~~ made, first, to ~~Base Rate~~ ABR Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under ~~this~~ Section 2.12 (except in the case of Revolving ~~Credit~~ Loans that are ~~Base Rate~~ ABR Loans and ~~Swing Line~~ Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) ~~Any~~ Notwithstanding the foregoing provisions of this Section 2.12, if at any time any prepayment of the Loans ~~and/or reduction of Commitments~~ pursuant to Section 2.12 would result, after giving effect to the procedures set forth in this ~~Section~~Agreement, in either Borrower incurring breakage costs under Section 2.21 as a result of Eurodollar Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the relevant Group Member may, so long as no Default or Event of Default shall have occurred and ~~the rights~~ be continuing, in its sole discretion, initially deposit a portion (up to 100%) of the ~~Lenders~~ amounts that otherwise would have been paid in respect ~~thereof, are subject~~ of such Eurodollar Loans with the Administrative Agent (which deposit must be equal in amount to the ~~provisions~~ amount of such Eurodollar Loans not immediately prepaid) to be held as security for the obligations of the Group Members to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurodollar Loans (or such earlier date or dates as shall be requested by such Group Member); provided that, such unpaid Eurodollar Loans shall continue to bear interest in accordance with Section ~~2.18~~2.15 until such unpaid Eurodollar Loans or the related portion of such Eurodollar Loans, as the case may be, have or has been prepaid.

Appears in 1 contract

Sources: Credit Agreement (Interstate Bakeries Corp/De/)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ If any Indebtedness is shall be incurred ~~after the date hereof~~ by ~~Holdings,~~ the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section ~~7.2 as in effect on the date of this Agreement~~7.2, other than paragraph (s) thereof), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on within one Business Day of the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.11(d). (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings,~~ the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be applied ~~on such fifth~~ within one Business Day of such date toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.11(d); provided, ~~that,~~ that notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales ~~(other than Asset Sales in connection with the Ripon Transition)~~ and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the ~~Borrower,~~ Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d) and (iii) for purposes of this Section 2.12(b~~2.11(d), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~If, for any fiscal year of the Borrower commencing with the fiscal year ~~in which the Effective Date occurs~~ending December 31, 2011, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, ~~apply~~ prepay an aggregate amount of Loans in an amount equal to (A) the ECF Percentage of ~~such~~ Excess Cash Flow ~~toward~~ for the fiscal year covered by the financial statements for such fiscal year (such prepayment ~~of the Term Loans and the reduction of the Revolving Credit Commitments~~ to be applied as set forth in Section ~~2.12(d~~2.11(d) below), minus (B) solely with respect to the fiscal year ending December 31, 2011, $7,500,000. Each such prepayment ~~and commitment reduction~~ shall be made on a date (an "“Excess Cash Flow Application Date"”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to ~~this~~ Section 2.11 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 2.17(b) and, second, to reduce permanently the Revolving ~~Credit~~ Commitments. Any such reduction of the Revolving ~~Credit~~ Commitments shall be accompanied by prepayment of the Revolving ~~Credit~~ Loans and/or ~~Swing Line~~ Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving ~~Credit~~ Commitments as so reduced; provided, ~~provided~~ that if the aggregate principal amount of Revolving ~~Credit~~ Loans and ~~Swing Line~~ Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to ~~this~~ Section 2.11 shall be ~~made first~~ made, first, to ~~Base Rate~~ ABR Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under ~~this~~ Section 2.11 (except in the case of Revolving ~~Credit~~ Loans that are ~~Base Rate~~ ABR Loans and ~~Swing Line~~ Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (WEB.COM Group, Inc.)

Mandatory Prepayments and Commitment Reductions. (ai) ~~Unless~~ If any Capital Stock (other than issuances of Capital Stock pursuant to employee and director stock plans) or Indebtedness (other than any Excluded Indebtedness but including the ~~Required Prepayment Lenders~~ Net Cash Proceeds received from the incurrence of Indebtedness to finance the Acquisition other than pursuant to clauses (iii) and (iv) of the definition of Excluded Indebtedness)) shall ~~otherwise agree and without prejudice to Section 7.2, if any Indebtedness is~~ be issued or incurred ~~after the date hereof~~ by ~~Holdings,~~ the Borrower or any of its ~~Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement)~~Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on no later than the ~~date of such issuance~~ Business Day following receipt or ~~incurrence~~ deemed receipt thereof, as applicable, toward the prepayment of the ~~Term~~ Loans ~~and~~ pursuant to Section 2.03(d) (or, if such issuance or incurrence or deemed incurrence shall occur prior to the ~~reduction of~~ Closing Date, such Net Cash Proceeds shall reduce the ~~Revolving Credit~~ Aggregate Commitments ~~as set forth~~ in ~~Section 2.12(d~~an equal amount). (bii) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings,~~ the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale ~~or Recovery Event~~ then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, 100% of such Net Cash Proceeds shall be applied ~~on such fifth~~ no later than the Business Day following such receipt toward the prepayment of the ~~Term~~ Loans ~~and~~ pursuant to Section 2.03(d) (or, if such receipt shall occur prior to the ~~reduction of~~ Closing Date, such Net Cash Proceeds shall reduce the ~~Revolving Credit~~ Aggregate Commitments ~~as set forth~~ in ~~Section 2.12(d~~an equal amount); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the ~~Term~~ Loans ~~and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale~~ pursuant to Section ~~7.5(k~~2.03(d) (or, if such Reinvestment Prepayment Date shall ~~be equal~~ occur prior to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Closing Date, ~~apply~~ such Reinvestment Prepayment Amount shall reduce the ~~ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit~~ Aggregate Commitments ~~as set forth~~ in ~~Section 2.12(d~~an equal amount). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.

Appears in 1 contract

Sources: Credit Agreement (Thermo Fisher Scientific Inc.)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ If any Indebtedness is shall be incurred ~~after the date hereof~~ by ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 or permitted by the Required Lenders pursuant to Section 10.1 (except as may be otherwise agreed to by the Required Lenders in ~~effect on the date~~ connection with their approval of ~~this Agreement~~such Indebtedness pursuant to Section 10.1)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such ~~issuance or~~ incurrence toward ~~the prepayment of the Term Loans and~~ the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.8(c). (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the ~~Term~~ Revolving Loans ~~and~~ and, if applicable, the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.8(c); ~~provided~~PROVIDED, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the ~~Term~~ Revolving Loans ~~and~~ and, if applicable, the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d) and (iii) for purposes of this Section 2.12(b~~2.8(c), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) ~~Unless~~ Amounts to be applied pursuant to Section 2.8(a) shall be applied to reduce permanently the ~~Required Prepayment Lenders~~ Revolving Commitments. Amounts to be applied pursuant to Section 2.8(b) shall ~~otherwise agree, if, for any fiscal year~~ be applied to prepay outstanding Revolving Loans and/or Swingline Loans without reduction of the ~~Borrower commencing with the fiscal year in which the Effective Date occurs~~Revolving Commitments (and if no such Loans are outstanding prior to such prepayment or after giving effect to a portion of such prepayment, ~~there shall~~ such excess proceeds may be ~~Excess Cash Flow,~~ applied by the Borrower ~~shall~~in any manner not prohibited by this Agreement); PROVIDED that notwithstanding the foregoing, on if the ~~relevant Excess Cash Flow Application Date~~aggregate amount of prepayments pursuant to Section 2.8(b) exceeds $20,000,000, ~~apply the ECF Percentage of such Excess Cash Flow~~ any amount in excess thereof that would otherwise be applied toward the prepayment of the ~~Term~~ Revolving Loans ~~and the~~ without reduction of the Revolving ~~Credit~~ Commitments ~~as set forth in Section 2.12(d). Each such prepayment and commitment reduction~~ shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to instead be applied ~~in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second,~~ to reduce permanently the Revolving ~~Credit~~ Commitments. Any such reduction of the Revolving ~~Credit~~ Commitments shall be accompanied by prepayment of the Revolving ~~Credit~~ Loans and/or ~~Swing Line~~ Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving ~~Credit~~ Commitments as so reduced, ~~provided that~~ PROVIDED that, in the case of any such permanent reduction of the Revolving Commitments, if the aggregate principal amount of Revolving ~~Credit~~ Loans and ~~Swing Line~~ Swingline Loans then outstanding is less than the amount by which the Total Revolving Extensions of ~~such excess~~ Credit exceeds the amount of Total Revolving Commitments as so reduced (because L/C Obligations constitute a portion thereof), the Borrower shall, if an Event of Default shall have occurred and be continuing, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to ~~this~~ Section 2.8 or Section 7.5(a)(v) shall be ~~made first~~ made, FIRST, to ~~Base Rate~~ ABR Loans ~~and second~~ and, SECOND, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under ~~this~~ Section 2.8 or Section 7.5(a)(v) (except in the case of Revolving ~~Credit~~ Loans that are ~~Base Rate~~ ABR Loans and ~~Swing Line~~ Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid~~. (e) Any prepayment~~ . Unless required as a result of ~~Loans and/or~~ the permanent reduction of ~~Commitments pursuant to this Section~~Revolving Commitments, ~~and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18~~any Revolving Loans prepaid hereunder may be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Montgomery Open Mri LLC)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ If any Indebtedness is shall be issued or incurred ~~after the date hereof~~ by ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member (excluding any Indebtedness issued or incurred in accordance with Section ~~7.2 as in effect on the date of this Agreement~~6.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the ~~Term~~ Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~2.5(d). (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof ~~within five Business Days thereafter~~or, ~~100%~~ in the case of any Asset Sale permitted by Section 6.5(i), the commitments under the ABL Credit Facility are reduced by such Net Cash Proceeds, such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the ~~Term~~ Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d); provided, that, notwithstanding the foregoing, (i~~2.5(d) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the ~~Term~~ Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d) and (iii) for purposes of this Section 2.12(b~~2.5(d), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~If, for any fiscal year of the Borrower commencing with the fiscal year ~~in which the Effective Date occurs~~ending June 30, 2007, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the ~~Term~~ Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~2.5(d). Each such prepayment ~~and commitment reduction~~ shall be made on a date (an "“Excess Cash Flow Application Date"”) no later than five ~~Business Days~~ days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section ~~6.1(a~~5.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments ~~and Commitment reductions~~ made pursuant to ~~this~~ Section 2.5 shall be ~~applied, first,~~ applied to the prepayment of the Term Loans (and, ~~second~~if applicable, the Other Term Loans), subject to ~~reduce permanently~~ the ~~Revolving Credit Commitments. Any such reduction~~ terms of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative AgentIntercreditor Agreement. The application of any prepayment pursuant to ~~this~~ Section 2.5 shall be ~~made first~~ made, first, to ~~Base Rate~~ ABR Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under ~~this~~ Section ~~(except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans)~~ 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Maxum Petroleum Holdings, Inc.)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless~~ If any class of equity or debt securities or instruments of the ~~Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if any Indebtedness is incurred after the date hereof by Holdings~~Parent, the ~~Borrower~~ Borrowers or any of ~~its~~ their Subsidiaries shall be issued or sold or the Parent, the Borrowers or any of their Subsidiaries shall incur or permit the incurrence of loans (~~excluding~~ except (i) any ~~Indebtedness~~ Capital Stock issued pursuant to the Recapitalization or to an employee of a Borrower in connection with a Guarantee Obligation or a loan or advance permitted by Sections 7.4(e) or 7.9(c)(ii), respectively, (ii) any debt securities or instruments issued or loans incurred in accordance with Section 7.2 and (iii) so long as such equity investment is not for the purpose of and does not have the effect of curing a Default or Event of Default, any Person who owns Capital Stock in ~~effect~~ the Parent, the Borrowers or any of their Subsidiaries on the date hereof (subsequent to the Recapitalization) may make a one-time equity investment in the Parent, which the Parent shall invest in the equity of ~~this Agreement~~the Borrowers, in the aggregate amount of up to $5,000,000), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in paragraph (e) of this Section ~~2.12(d)~~2.12. (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings~~the Parent, the ~~Borrower~~ Borrowers or any of ~~its~~ their Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or from any Recovery Event ~~then~~(other than, ~~unless~~ if no Event of Default shall have occurred and be continuing, to the extent that such Net Cash Proceeds are to be used to restore or replace the assets in respect of which such Recovery Event occurred within twelve months from the date of such Recovery Event, as certified by a Responsible Officer of the Designated Borrower pursuant to a Reinvestment ~~Notice shall be delivered in respect thereof within five Business Days thereafter~~Notice), ~~100% of~~ such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in paragraph (e) of this Section ~~2.12(d)~~2.12; provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in ~~Section 2.12(d~~paragraph (e) ~~and (iii) for purposes~~ of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date2.12. (c) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~If, for any fiscal year of the ~~Borrower commencing with~~ Borrowers ending after the ~~fiscal year in which the Effective Date occurs~~Original Closing Date, there shall be Excess Cash Flow, the ~~Borrower~~ Borrowers shall, on the relevant Excess Cash Flow Application Date, apply ~~the ECF Percentage of such Excess Cash Flow~~ toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in paragraph (e) of this Section ~~2.12(d)~~2.12 a percentage of such Excess Cash Flow equal to 75%. Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date"') no later than five ~~Business Days~~ days after the earlier of (i) the date on which the financial statements of the ~~Borrower~~ Borrowers referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) ~~Subject~~ Daily, upon the request of the Administrative Agent at any time, whether or not an Event of Default exists, the Borrowers shall deliver or cause to be delivered to the Administrative Agent (or as the Administrative Agent may direct) all cash receipts from the sale of inventory and other assets, all collections of accounts and other cash payments received by the Borrowers from any Person or from any source or on account of any sale or other transaction or event. Except as otherwise provided in this Section ~~2.18~~2.12, all such amounts so delivered to the Administrative Agent or its designee shall be applied in reduction of the outstanding Revolving Credit Loans and, subject to the terms of this Agreement, may be reborrowed. (e) Except as provided in Section 2.12(d) hereof, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.12 shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the ~~Total~~ sum of the Aggregate Outstanding Revolving Extensions of Credit ~~exceed~~ of all Revolving Credit Lenders exceeds the amount of the ~~Total~~ aggregate Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the ~~Borrower~~ Borrowers shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section 2.12 shall be ~~made~~ made, within each category of Loans to be prepaid as provided above, first to Base Rate Loans and second to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under this Section ~~(except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans)~~ 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid~~. (e) Any prepayment~~ . All prepayments of the Term Loans ~~and/or reduction of Commitments~~ pursuant to this ~~Section~~Section 2.12 shall be applied first to the Tranche B Term Loans until paid in full and then to the Tranche A Term Loans until paid in full, all such payments to be applied to installments of principal in inverse order of scheduled maturity. Notwithstanding the foregoing, so long as any Tranche A Term Loans are outstanding, each Tranche B Term Loan Lender shall have the right to refuse all or any portion of any prepayment pursuant to this Section 2.12 allocable to such Lender's Tranche B Term Loans and the ~~rights~~ amount so refused shall be applied first pro rata to prepay the Tranche A Term Loans and second to reduce permanently the Revolving Credit Commitments as provided above. Amounts prepaid on account of the ~~Lenders in respect thereof, are subject to the provisions of Section 2.18~~Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Kirklands Inc)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ If any Indebtedness is shall be incurred ~~after the date hereof~~ by ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member (~~excluding~~ other than any Indebtedness permitted to be incurred by any such Person in accordance with Section ~~7.2~~ 7.2), concurrently with, and as ~~in effect on the date~~ a condition to closing of ~~this Agreement)~~such transaction, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in clause (g) of this Section ~~2.12(d)~~2.11. (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans Subject to clauses (d) and ~~the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing,~~ (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree2.11, if, for any ~~fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs~~Excess Cash Flow Period, there shall be Excess Cash Flow, an amount equal to (i) the ECF Percentage for such period of such Excess Cash Flow over (ii) in each case at the option of the Borrower Representative and to the extent not funded with (x) the proceeds of Indebtedness constituting “long term indebtedness” (or a comparable caption) under GAAP (other than Indebtedness in respect of any revolving credit facility) or (y) the proceeds of Permitted Cure Securities applied pursuant to Section 9.4, the aggregate amount of (1) all Purchases by any Permitted Auction Purchaser (determined as the par value of the Loans purchased by such Permitted Auction Purchaser) pursuant to a Dutch Auction or open market purchase permitted hereunder, (2) voluntary prepayments of Term Loans and Revolving Loans (but, in the case of Revolving Loans, only to the extent of a concurrent and permanent reduction in the Revolving Commitments), (3) optional prepayments, purchases and redemptions and buybacks (with credit given to the par value of the loans or notes repurchased) by UK Holdco and the Restricted Subsidiaries of other Indebtedness that is secured by a Lien ranking pari passu (determined without regard to the control of remedies) with the Lien securing the Obligations (but, in the case of revolving indebtedness, only to the extent of a concurrent and permanent reduction in the revolving commitments), (4) payments by UK Holdco and the Restricted Subsidiaries in cash on account of Capital Expenditures, (5) payments by UK Holdco and the Restricted Subsidiaries in cash on account of acquisitions or other Investments permitted hereunder (including any earn-out payments) and (6) Restricted Payments made in cash pursuant to Section 7.3(a), (b)(iv), (b)(v), (b)(vi), (b)(viii), (b)(x), (b)(xii), (b)(xiii), (b)(xix) and (b)(xxi), in each case, made during, or committed to be made within 12 months of the end of, the Excess Cash Flow Period (provided, however, that if any payment committed to be made is not actually made in cash within such period, such amount shall be added back to Excess Cash Flow for the subsequent Excess Cash Flow Period) or, at the option of the Borrower Representative, after the Excess Cash Flow Period and prior to the Excess Cash Flow Application Date, shall, on the relevant Excess Cash Flow Application Date, ~~apply the ECF Percentage of such Excess Cash Flow~~ be applied toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in clause (g) of this Section ~~2.12(d~~2.11, provided that no such prepayment shall be made if the Excess Cash Flow for any Excess Cash Flow Period is less than $10,000,000 (and, if Excess Cash Flow exceeds such amount, only such excess shall be subject to prepayment). Each such prepayment ~~and commitment reduction~~ shall be made on a date (an "“Excess Cash Flow Application Date"”) no later than ~~five~~ 10 Business Days after ~~the earlier of (i)~~ the date on which the financial statements of ~~the Borrower~~ UK Holdco referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the ~~Lenders~~ Lenders. (c) Subject to clauses (d) and (i) of this Section 2.11, if, on any date, UK Holdco or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event in excess of (i) the greater of $2,000,000 and 0.7% of Consolidated EBITDA as of the most recently ended Reference Period in any single transaction or series of related transactions and (ii) with respect to all other Net Cash Proceeds not excluded pursuant to the preceding clause (i), the greater of $5,000,000 and 1.6% of Consolidated EBITDA as of the most recently ended Reference Period for all such Net Cash Proceeds in any fiscal year, then, unless the Borrower Representative has determined in good faith that such Net Cash Proceeds shall be reinvested in its business (a “Reinvestment Event”), an aggregate amount equal to 100% of such Net Cash Proceeds shall be applied within five Business Days of such date ~~such financial statements are actually delivered~~to prepay outstanding Term Loans in accordance with this Section 2.11; provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to any Asset Sale or Recovery Event, shall be applied to prepay the outstanding Term Loans as set forth in Section 2.11(g). (d) ~~Subject~~ Notwithstanding anything to the contrary in this Agreement (including clauses (b) and (c) above), to the extent that the Borrower Representative has determined in good faith that (i) any of or all the Net Cash Proceeds of any Asset Sale or Recovery Event by a Subsidiary or Excess Cash Flow attributable to Subsidiaries (or branches of Subsidiaries) are prohibited or delayed by applicable local law from being repatriated to the relevant Borrower(s) (including as a result of financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors), (ii) such repatriation would present a material risk of liability for the applicable Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officers) or (iii) in the case of Foreign Subsidiaries, such repatriation or any distribution of the relevant amounts would reasonably be expected to result in material adverse Tax consequences, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times set forth in this Section ~~2.18~~2.11 but may be retained by the applicable Subsidiary or branch (the Borrowers hereby agreeing to cause the applicable Subsidiary or branch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law or incurring material adverse Tax consequences); provided, ~~amounts~~ that for a period of 360 days from receipt of such Net Cash Proceeds, if such repatriation becomes permitted under such applicable local law, would not present a material risk as described in clause (ii) above, or no such material adverse Tax consequences would result from such distribution, as the case may be, such distribution will be promptly effected and such distributed Net Cash Proceeds will be promptly (and in any event not later than 10 Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of Term Loans pursuant to this Section 2.11. (e) In the event the aggregate Outstanding Amount of Revolving Loans, L/C Obligations and Swingline Loans at any time exceeds (the “Revolving Excess”) the Total Revolving Commitments then in effect, the Revolving Borrowers shall immediately (or, if such Revolving Excess results solely from a Recalculation, within 2 Business Days) repay Swingline Loans and Revolving Loans and Collateralize Letters of Credit to the extent necessary to remove such Revolving Excess. (f) The Borrower Representative shall deliver to the Administrative Agent notice, substantially in the form of Exhibit E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), of each prepayment required under this Section 2.11, which notice must be received by the Administrative Agent not less than three Business Days (or such shorter time as the Administrative Agent shall reasonably agree) prior to the date such prepayment shall be made. The Administrative Agent will promptly notify each applicable Lender of such notice. Each such Lender may reject all of its Pro Rata Share of any prepayment pursuant to clause (b) or (c) above (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower Representative no later than 12:00 p.m. (New York City time), two Business Days after the date of such L▇▇▇▇▇’s receipt of such notice from the Administrative Agent. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above such failure will be deemed an acceptance of such prepayment. Any Declined Proceeds may be retained by the Borrowers (such retained amount, the “Retained Declined Proceeds”). The Borrower Representative shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.11, an Officer’s Certificate setting forth in reasonable detail the calculation of the amount of such prepayment. (g) Amounts to be applied in connection with any mandatory prepayments ~~and Commitment reductions~~ made pursuant to this Section 2.11 shall be ~~applied, first,~~ applied to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereofin accordance with Section 2.17(b), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment of Loans pursuant to this Section 2.11 shall be made ~~first to Base Rate Loans and second to Eurodollar Loans (in~~ on a ~~manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result~~ pro rata basis regardless of ~~such prepayment)~~Type. Each prepayment of the Loans under this Section 2.11 (except in the case of Revolving ~~Credit~~ Loans that are ~~Base Rate~~ ABR Loans (to the extent all Revolving Loans are not being prepaid) and ~~Swing Line~~ Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (eh) ~~Any~~ Notwithstanding any of the other provision of this Section 2.11, if any prepayment of Eurocurrency Loans ~~and/or reduction~~ is required to be made under this Section 2.11 other than on the last day of ~~Commitments~~ the Interest Period applicable thereto, the applicable Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder with the Administrative Agent, to be held as security for the obligations of the applicable Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from any Borrower or any other Loan Party) to apply such amount to the prepayment of such Eurocurrency Loans in accordance with this Section 2.11 (determined as of the date such prepayment was required to be originally made); provided that such unpaid Eurocurrency Loans shall continue to bear interest in accordance with Section 2.15 until such unpaid Eurocurrency Loans have been prepaid. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from any Borrower or any other Loan Party) to apply such amount to the prepayment of the applicable Eurocurrency Loans in accordance with this Section 2.11 (determined as of the date such prepayment was required to be originally made). Notwithstanding anything to the contrary contained in this Agreement, any amounts held by the Administrative Agent pursuant to this ~~Section~~clause (h) pending application to any Eurocurrency Loans shall be held and applied to the satisfaction of such Eurocurrency Loans prior to any other application of such property as may be provided for herein. (i) Notwithstanding the foregoing provisions of this Section 2.11, at the Borrower Representative’s option, outstanding Indebtedness that is secured by the Collateral on a pari passu basis (determined without regard to the control of remedies) with the Obligations hereunder (“Other Applicable Indebtedness”) may share, on the terms set forth below, in any mandatory prepayment of the Term Loans pursuant to Section 2.11(b) and/or (c), and the ~~rights~~ amount of any such prepayment required to be made hereunder shall be reduced accordingly. Any Net Cash Proceeds or Excess Cash Flow may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment in respect of such Asset Sale, Recovery Event or Excess Cash Flow is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds or Excess Cash Flow applied to prepay outstanding Term Loans in accordance with the terms hereof), unless such application would result in the holders of Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the ~~Lenders~~ aggregate Outstanding Amount of Term Loans and Other Applicable Indebtedness at such time) of such Net Cash Proceeds relative to Term Lenders, in ~~respect thereof~~which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, ~~are subject~~ repaid or prepaid with any such Net Cash Proceeds or Excess Cash Flow, the declined amount of such Net Cash Proceeds or Excess Cash Flow shall promptly (and, in any event, within 10 Business Days after the date of such rejection) be applied to prepay Term Loans in accordance with the terms hereof (to the ~~provisions of Section 2.18.~~extent such Net Cash Proceeds or Excess Cash Flow would otherwise have been required to be applied if such Other Applicable Indebtedness was not then outstanding)

Appears in 1 contract

Sources: Incremental Facility Amendment (CLARIVATE PLC)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders~~ If any Redeemable Preferred Interests or Debt shall ~~otherwise agree and without prejudice to Section 7.2, if~~ be issued or incurred by any ~~Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries~~ Group Member (excluding any ~~Indebtedness~~ Debt incurred in accordance with Section 7.2 as (other than Section 7.2(q) and, to the extent clause (x) thereof is not complied with, Section 7.2(l)) or any initial cash proceeds that are related to a financing of a fixed principal amount of Receivables Assets or any initial incremental cash proceeds that are related to financing an increased fixed principal amount of Receivables Assets shall be received by Borrower or any of its subsidiaries in ~~effect on the date of this Agreement)~~connection with a Permitted Receivables Financing, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the ~~reduction of the~~ Revolving ~~Credit Commitments~~ Loans as set forth in Section ~~2.12(d~~2.11(d). If any Capital Stock other than Redeemable Preferred Interests or Excluded Issuances shall be issued by the Borrower, an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.11(d); provided that this sentence shall not be applicable to any issuance of Capital Stock of the Borrower if the Leverage Ratio as of the most recent Measurement Period was less than 3.25 to 1.00. (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the Term Loans and the ~~reduction of the~~ Revolving ~~Credit Commitments~~ Loans as set forth in Section ~~2.12(d~~2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the ~~reduction of the~~ Revolving ~~Credit Commitments~~ Loans as set forth in Section ~~2.12(d) and (iii) for purposes of this Section 2.12(b~~2.11(d), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~If, for any ~~fiscal year~~ Fiscal Year of the Borrower commencing with the ~~fiscal year in which the Effective Date occurs~~Fiscal Year ending December 31, 2005, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.11(d). Each such prepayment and commitment reduction shall be made on a date (an "“Excess Cash Flow Application Date"”) no later than five ~~Business Days~~ days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section ~~6.1(a~~6.1(b), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments ~~and Commitment reductions~~ made pursuant to this Section 2.11 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 2.17(b) and, second, to reduce ~~permanently~~ the Swingline Loans and then Revolving ~~Credit Commitments. Any such~~ Loans without a permanent reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative AgentCommitments. The application of any prepayment pursuant to this Section 2.11 shall be ~~made first~~ made, first, to ~~Base Rate~~ ABR Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under this Section 2.11 (except in the case of Revolving ~~Credit~~ Loans that are ~~Base Rate~~ ABR Loans and ~~Swing Line~~ Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) ~~Any~~ Notwithstanding anything to the contrary in Section 2.11(d) or 2.17, with respect to the amount of any mandatory prepayment described in Section 2.11 that is allocated to Tranche B Term Loans (such amount, the “Tranche B Prepayment Amount”), at any time when Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans, as provided in Section 2.11(d) above, on the date specified in Section 2.11 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Lender a Prepayment Option Notice, which shall be in the form of Exhibit G, and shall include an offer by the Borrower to prepay on the date (each a “Mandatory Prepayment Date”) that is 10 Business Days after the date of the Prepayment Option Notice, the relevant Term Loans ~~and/or reduction~~ of ~~Commitments~~ such Lender by an amount equal to the portion of the Tranche B Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Tranche B Term Loans. On the Mandatory Prepayment Date, (i) the Borrower shall pay to the relevant Tranche B Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans as described above in respect of which such Lenders have accepted prepayment (it being understood that a failure to respond to a Prepayment Option Notice shall be deemed an acceptance of the prepayment referenced therein) and (ii) the Borrower shall pay to the Tranche A Lenders an amount equal to the portion of the Tranche B Prepayment Amount not accepted by the relevant Lenders, and such amount shall be applied to the prepayment of the Tranche A Term Loans; provided that if after the application of amounts pursuant to ~~this Section~~clause (ii), ~~and the rights~~ any portion of the Tranche B Prepayment Amount not accepted by the Tranche B Term Loan Lenders ~~in respect thereof~~shall remain, ~~are subject~~ such amount shall be used to prepay the ~~provisions of Section 2.18~~Tranche B Term Loans on a pro rata basis.

Appears in 1 contract

Sources: Credit Agreement (Davita Inc)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ If any Indebtedness is shall be incurred ~~after~~ by the ~~date hereof by Holdings, the Borrower~~ Company or any ~~of its Subsidiaries~~ Restricted Subsidiary (~~excluding~~ other than any Indebtedness permitted to be incurred by any such Person in accordance with Section ~~7.2~~ 6.2) (other than Permitted Credit Agreement Refinancing Debt), concurrently with, and as ~~in effect on the date~~ a condition to closing of ~~this Agreement)~~such transaction, an amount equal to 100% of the Net ~~Cash~~ Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the ~~Term~~ Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in clause (f) of this Section ~~2.12(d)~~2.6. (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, ifIf, for any ~~fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs~~Excess Cash Flow Interim Period, there shall be Excess Cash Flow, an amount equal to the ~~Borrower~~ excess of (i) Required Percentage of such Excess Cash Flow over (ii) to the extent not funded with the proceeds of Indebtedness constituting “long term indebtedness” under GAAP (other than Indebtedness in respect of any revolving credit facility), the aggregate amount of (1) all Purchases by any Permitted Auction Purchaser (determined by the actual cash purchase price paid by such Permitted Auction Purchaser for such Purchase and not the par value of the Loans purchased by such Permitted Auction Purchaser) pursuant to a Dutch Auction permitted hereunder, (2) voluntary prepayments of Term Loans made by the Company and (3) any amount of excess cash flow payments paid to lenders under Indebtedness of the Company or its Subsidiaries secured by assets other than Collateral, in each case during the Specified Period for such Excess Cash Flow Interim Period, shall, on the relevant Excess Cash Flow Application Date, ~~apply the ECF Percentage of such Excess Cash Flow~~ be applied toward the prepayment of the ~~Term~~ Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in clause (f) of this Section ~~2.12(d)~~2.6. Each such prepayment ~~and commitment reduction~~ shall be made on a date (an "“Excess Cash Flow Application Date"”) no later than ~~five~~ (i) 10 Business Days after ~~the earlier of (i)~~ the date on which the financial statements of the ~~Borrower~~ Company referred to in Section ~~6.1(a~~5.1(a) or 5.1(b), for the fiscal ~~year~~ quarter with respect to which such prepayment is made, are required to be delivered to the Lenders ~~and~~ or (ii) ~~the date~~ if such financial statements are actually ~~delivered~~delivered prior to the date on which they are required to be delivered pursuant to Section 5.1(a) or 5.1(b), the last Business Day of the calendar month in which such financial statements are actually delivered (but in no event later than the date set forth in clause (i) of this sentence). (dc) ~~Subject to Section 2.18~~If, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof)on any date, the ~~Borrower shall~~Company or any Restricted Subsidiary shall receive Net Proceeds from any Asset Sale or any Event of Loss in excess of $2,000,000 in any fiscal year, to the extent ~~of the balance of~~ required by Section 5.14, 6.5(a)(vi) or 6.5(e), such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans Net Proceeds (~~in a manner,~~ to the extent ~~practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result~~ in excess of ~~such prepayment). Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans~~$2,000,000) shall be ~~accompanied by accrued interest to the date~~ applied within five Business Days of such ~~prepayment on the amount prepaid.~~ date to prepay (eA) ~~Any prepayment of~~ outstanding Term Loans ~~and/or reduction of Commitments pursuant to~~ in accordance with this ~~Section, and the rights of the Lenders in respect thereof, are subject to the provisions of~~ Section ~~2.18.~~2.6 and

Appears in 1 contract

Sources: Credit Agreement

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless~~ Upon receipt by any Loan Party of, without duplication, (i) any Net Cash Proceeds arising from any Disposition of First-Priority Collateral (other than (x) the ~~Required Prepayment Lenders shall otherwise agree and without prejudice~~ Disposition of Inventory in the ordinary course of business on ordinary business terms or (y) the Disposition of Collateral by any Loan Party to any Borrower), (ii) subject to Section ~~7.2~~7.5 (d) and clause (d) of this Section 4.3, if any ~~Indebtedness is incurred after the date hereof by Holdings~~proceeds from a Property Loss Event involving First-Priority Collateral or (iii) Extraordinary Receipts relating to First-Priority Collateral, the ~~Borrower~~ Borrowers shall immediately prepay the Loans (or ~~any~~ provide cash collateral in respect of ~~its Subsidiaries (excluding any Indebtedness incurred~~ Letters of Credit) in ~~accordance with Section 7.2 as in effect on the date of this Agreement),~~ an amount equal to ~~100~~105% of such proceeds. Any such Mandatory Prepayment shall be applied in accordance with clause (c) below. (b) To the extent not required by the Notes Indenture to redeem or otherwise repurchase the Secured Notes, subject to clause (d) of this Section 4.3, upon receipt by any Loan Party of (i) any Net Cash Proceeds arising from any Disposition of Second-Priority Collateral (other than (x) the Disposition of the Menominee Paper Machine or (y) the Disposition of Collateral by any Loan Party to any Borrower), (ii) subject to Section 7.5 (d) and clause (d) of this Section 4.3, any proceeds from a Property Loss Event involving Second-Priority Collateral, or (iii) Extraordinary Receipts relating to Second-Priority Collateral, the Borrowers shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to 105% of such proceeds. Any such Mandatory Prepayment shall be applied in accordance with clause (c) below. (c) Any Mandatory Prepayments made by the Borrowers required to be applied in accordance with this clause (c) shall be applied (subject in the case of Mandatory Prepayments made with the proceeds from a Reinvestment Event to Section 7.5 (if applicable) and clause (d) of this Section 4.3) as follows: first, to repay the outstanding principal balance of the Revolving Loans until the Revolving Line of Credit shall have been paid in full and then to provide cash collateral for any outstanding Letters of Credit or Letter of Credit Guaranties in an amount equal to 105% of the ~~Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment~~ face amount of the ~~Term~~ applicable Letters of Credit until all such Letters of Credit have been fully cash collateralized. All repayments of Revolving Loans ~~and the~~ required to be made pursuant to this clause (c) shall result in a permanent reduction of the Revolving Credit Commitments ~~as set forth in Section 2.12(d).~~ (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and ~~the reduction of~~ the Revolving Credit Commitments ~~as set forth in Section 2.12(d~~of each Lender shall be reduced by its Ratable Portion of such amount); provided, that, ~~notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded~~ if such repayment was made from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of ~~any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings~~a Reinvestment Event, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments ~~as set forth in Section 2.12(d). Each~~ shall not be reduced by such prepayment ~~and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after~~ to the ~~earlier of (i) the date on which the financial statements~~ extent of the ~~Borrower referred to in Section 6.1(a), for~~ Reinvestment Deferred Amount of such Reinvestment Event until the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans Reinvestment Prepayment Date corresponding thereto and, ~~second~~on such Reinvestment Prepayment Date, ~~to reduce permanently the Revolving Credit Commitments. Any such reduction of~~ the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, reduced only to the extent of the ~~balance of~~ Reinvestment Prepayment Amount applicable to such ~~excess~~Reinvestment Event, ~~replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with~~ if any; and provided, further, that, upon the ~~Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application~~ occurrence of any ~~prepayment~~ Default or Event of Default on or before the Reinvestment Prepayment Date corresponding to such Reinvestment Event, the Revolving Credit Commitments shall be reduced by the entire Reinvestment Deferred Amount corresponding to such Reinvestment Event; and provided, further, however, that if any such repayment pursuant to this clause (c) was made from the Net Cash Proceeds of a Disposition of the type described in clause (c)(ii)(A)(vi) of Section 7.11, the Borrowers shall not be ~~made first~~ required to ~~Base Rate Loans and second to Eurodollar Loans (in a manner,~~ permanently reduce the Revolving Credit Commitments to the extent ~~practicable~~ such Disposition was permitted under such clause (c)(ii)(A)(vi) of Section 7.11. (d) Notwithstanding anything in clauses (a), (b) or (c) of this Section 4.3 to the contrary, if (i) any repayment under clause (c) of this Section 4.3 is required to be made in respect of a Reinvestment Event, (ii) such Reinvestment Event constitutes a Property Loss Event and ~~permitted hereunder~~the insurance proceeds received by the Loan Parties in connection therewith do not exceed $600,000 (individually or in the aggregate), ~~which minimizes amounts payable under Section 2.21 as a result of~~ or if such ~~prepayment~~insurance proceeds exceed $600,000 (individual or in the aggregate)~~. Each prepayment~~ , the applicable Loan Party shall have obtained the consent of the ~~Loans under this~~ Agent in accordance with Section 7.5(d) hereof, and (~~except~~ iii) the applicable Loan Party shall have delivered to the Agent a Reinvestment Notice and, in the case of ~~Revolving Credit Loans that are Base Rate Loans and Swing Line Loans)~~ Property Loss Event, shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to have complied with the provisions of Section ~~2.18~~7.5 of this Financing Agreement, then any such Mandatory Prepayment shall not be required to the extent of the Reinvestment Deferred Amount of such Reinvestment Event until the Reinvestment Prepayment Date corresponding thereto and, on such Reinvestment Prepayment Date, the applicable Loan required to be prepaid shall be so prepaid and reduced to the extent of the Reinvestment Prepayment Amount applicable to such Reinvestment Event, if any; provided, however, that, upon the occurrence of any Event of Default on or before the Reinvestment Prepayment Date corresponding to such Reinvestment Event, the Borrowers shall be required to prepay the Loans in accordance with clause (c) of this Section 4.3 by the entire Reinvestment Deferred Amount corresponding to such Reinvestment Event.

Appears in 1 contract

Sources: Financing Agreement (Coastal Paper CO)

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise ~~agree and without prejudice~~ agree, 100% of the Net Cash Proceeds of the Senior Subordinated Notes (to the extent such Net Cash Proceeds are not used to prepay the Put Facility) shall be applied on the date such Net Cash Proceeds are received to the prepayment of the Term Loans (or reduction of Term Loan Commitments) as set forth in Section ~~7.2~~2.10(f). (b) Unless the Required Prepayment Lenders shall otherwise agree, if any ~~Indebtedness is incurred after the date hereof~~ 35 30 Capital Stock shall be issued by ~~Holdings,~~ the Borrower or any of its ~~Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement)~~Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof until such Net Cash Proceeds aggregate $75,000,000 and thereafter 75% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans ~~and the~~ (or reduction of ~~the Revolving Credit Commitments~~ Term Loan Commitments) as set forth in Section ~~2.12(d~~2.10(f) provided that so long as no Event of Default has occurred or is continuing pursuant to Sections 8(a)~~. (b~~, 8(e)(i), 8(e)(ii), 8(f) ~~Unless the Required Prepayment Lenders shall otherwise agree~~or 8(k), if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of ~~Asset Sales~~ Capital Stock (other than ~~Asset Sales in connection with~~ Disqualified Stock) issued by the ~~Ripon Transition) that~~ Borrower may be ~~excluded from~~ used to prepay the ~~foregoing requirement pursuant~~ Put Facility and to ~~a Reinvestment Notice~~ the extent so used shall not ~~exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal~~ be required to ~~the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall~~ be ~~applied toward the prepayment of the~~ used as mandatory prepayments or Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective DateLoan Commitment reductions hereunder. (c) Unless the Required Prepayment Lenders ~~shall~~ otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ~~in which the Effective Date occurs~~ending June 30, 1999, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply ~~the ECF Percentage~~ 75% of such Excess Cash Flow toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~2.10(f), provided that if (i) the Consolidated Leverage Ratio as of the last day of the fiscal year immediately prior to such Excess Cash Flow Application Date shall be less than 3.75 to 1.00 or (ii) the Minimum Equity Event shall have occurred, the Borrower shall be required to apply only 50% of such Excess Cash Flow toward such prepayment of the Term Loans. Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five ~~Business Days~~ days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. Notwithstanding anything to the contrary in this Section 2.10(c), (i) if the Borrower prior to June 30 in any calendar year changes its fiscal year to December 31 of such year as permitted by Section 7.13, Excess Cash Flow prepayments required hereunder for such fiscal year shall be calculated as if the fiscal year ended on June 30 of such year and the prepayment for the fiscal year ending December 31 of such year shall be based on the six month period ending on such date and (ii) if the Borrower after June 30 of any calendar year changes its fiscal year to December 31 of such year as permitted by Section 7.13, the prepayment based on Excess Cash Flow for the fiscal year ending on December 31 of such year shall be based on the six month period ending on such date. (d) ~~Subject~~ Unless the Required Prepayment Lenders otherwise agree, if the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from the Significant Disposition permitted under Section 7.6(d) (i) prior to the Merger Loan Date, 100% of the Net Cash Proceeds thereof, or (ii) on or after the Merger Loan Date, 75% of the Net Cash Proceeds thereof, shall be applied on the date such Net Cash Proceeds are received toward the prepayment of the Term Loans and the reduction of the Term Loan Commitments as set forth in Section ~~2.18~~2.10(f). (e) To the extent the Borrower or any of its Subsidiaries or Excluded Subsidiaries is to receive Net Cash Proceeds which otherwise would be required to be used to prepay the Put Facility (other than Net Cash Proceeds permitted by this Agreement to be so applied) or the Senior Subordinated Notes, ~~amounts~~ such Net Cash Proceeds shall be applied (unless the Required Prepayment Lenders shall otherwise agree) within three days after the receipt thereof toward the prepayment of the Term Loans (or toward reduction of the Term Loan Commitments) as set forth in Section 2.10(f). (f) Amounts to be applied in connection with prepayments of Loans and Commitment reductions made pursuant to this Section 2.10 shall be applied, ~~first,~~ to the permanent reduction of Term Loan Commitments and then to prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative AgentLoans. The application of any prepayment pursuant to this Section 2.10 shall be made first to Base Rate 36 31 Loans and second to Eurodollar ~~Loans~~ Loans, provided that at the request of the Borrower the application of any prepayment to any Eurodollar Loan may be delayed until the end of an Interest Period (or Interest Periods) so that such application does not result in the incurrence by any Lender of any loss or expense under Section 2.20, and during such delay, the Administrative Agent shall hold the amount of such prepayment in a ~~manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~cash collateral account. Each prepayment of the Loans under this Section ~~(except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans)~~ 2.10 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (eg) ~~Any~~ Notwithstanding anything to the contrary in Section 2.09, 2.10(f) or 2.16, with respect to the amount of any optional or mandatory prepayment described in Section 2.09 or Section 2.10 that is allocated to Tranche B Term Loans (such amounts, the "Tranche B Prepayment Amount"), at any time when Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans ~~and/or reduction~~ on the date specified in Section 2.09 or 2.10 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Lender a notice (each, a "Prepayment Option Notice") as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Lender a Prepayment Option Notice, which shall be in the form of ~~Commitments pursuant to this Section~~Exhibit I, and shall include an offer by the ~~rights~~ Borrower to prepay on the date (each a "Prepayment Date") that is 10 Business Days after the date of the Prepayment Option Notice, the relevant Term Loans of such Lender by an amount equal to the portion of the Prepayment Amount indicated in such Lender's Prepayment Option Notice as being applicable to such Lender's Tranche B Term Loans. On the Prepayment Date, (i) the Borrower shall pay to the relevant Tranche B Lenders the aggregate amount necessary to prepay that portion of the outstanding Tranche B Term Loans in respect ~~thereof~~of which such Lenders have accepted prepayment as described above (such Lenders, ~~are subject~~ the "Accepting Lenders"), (ii) the Borrower shall pay to the ~~provisions~~ Tranche A Lenders an amount equal to 100% of ~~Section 2.18~~the portion of the Tranche B Prepayment Amount not accepted by the Accepting Lenders, and such amount shall be applied to the prepayment of the Tranche A Term Loans. (h) Notwithstanding anything to the contrary contained herein, on or prior to the Merger Date any amounts required to prepay the Loans hereunder or to reduce the Commitment shall, at the option of the Borrower, be reduced by an amount equal to up to the Sharing Percentage of the amount otherwise required to be prepaid hereunder on such date provided such amount is used to permanently reduce the principal amount of the Interim Loans provided that the amount not so used is promptly used to prepay the Loans.

Appears in 1 contract

Sources: Credit Agreement (Key Energy Group Inc)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless~~ If, as at any Report Date, the ~~Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if any Indebtedness is incurred after~~ aggregate outstanding principal amount of Revolving Loans exceeds the ~~date hereof by Holdings~~Borrowing Base as at such date, the Borrower ~~or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect~~ shall on the ~~date of this Agreement), an amount equal to 100%~~ last day of the ~~Net Cash Proceeds thereof~~ Interest Period including such Report Date prepay the Revolving Loans in such amount as shall ~~be applied on~~ allow the ~~date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction~~ aggregate outstanding principal amount of the Revolving ~~Credit Commitments as set forth in Section 2.12(d)~~Loans not to exceed the Borrowing Base. (b) ~~Unless~~ All proceeds received with respect to the ~~Required Prepayment Lenders~~ Key Man Insurance shall ~~otherwise agree~~be deposited in the Restricted Account and, if on ~~any~~ the earlier of the last day of the Interest Period during which such proceeds were received or, at the election of the Borrower, on a date ~~Holdings,~~ specified by the Borrower ~~or any~~ by notice delivered to the Administrative Agent at least three Business Days prior to such date, such proceeds shall be applied (together with interest accrued thereon pursuant to Section 6(a)(iii) of ~~its Subsidiaries~~ the Guarantee and Collateral Agreement), to the prepayment of the Revolving Loans. Any prepayment of the Revolving Loans pursuant to this Section 2.9(b) shall ~~receive~~ permanently reduce the Total Revolving Commitments by the amount of such prepayment. (c) All Net Cash Proceeds received from any ~~Asset Sale or~~ Recovery Event ~~then, unless a Reinvestment Notice~~ shall be ~~delivered~~ deposited in ~~respect thereof within five Business Days thereafter~~the Restricted Account and, ~~100%~~ on the earlier of the last day of the Interest Period during which such Net Cash Proceeds were received or, at the election of the Borrower, on a date specified by the Borrower by notice delivered to the Administrative Agent at least three Business Days prior to such date, shall be applied ~~on such fifth Business Day toward~~ (together with interest accrued thereon pursuant to Section 6(a)(iii) of the Guarantee and Collateral Agreement) to the prepayment of the ~~Term Loans and the reduction of the~~ Revolving ~~Credit Commitments as set forth in Section 2.12(d)~~Loans; provided, that, notwithstanding the foregoing, ~~(i)~~ any such prepayment may be deferred until the aggregate Net Cash Proceeds of Recovery Events theretofore received (and as to which no prepayment has been made) exceeds $250,000. (d) If, as at any date on which the Borrowing Base Value of an Aircraft Asset ~~Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement~~ is reduced pursuant to ~~a Reinvestment Notice shall not exceed $5,000,000~~ the proviso to Section 3.2(h), the aggregate outstanding principal amount of Revolving Loans exceeds the Borrowing Base as at such date, the Borrower shall, within five Business Days of such date deposit in ~~any fiscal year of~~ the ~~Borrower, (ii) on each Reinvestment Prepayment Date,~~ Restricted Account an amount equal to the ~~Reinvestment Prepayment Amount with respect~~ difference between the Borrowing Base Value as of such date and the aggregate outstanding Revolving Loans at that date and, on the earlier of the last day of the Interest Period during which such deposit was made or, at the election of the Borrower, on a date specified by the Borrower by notice delivered to the ~~relevant Reinvestment Event~~ Administrative Agent at least three Business Days prior to such date, shall be applied ~~toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and~~ (~~iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale~~ together with interest accrued thereon pursuant to Section ~~7.5(k~~6(a)(iii) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the ~~Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b~~Guarantee and Collateral Agreement) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the ~~Term Loans and, second, to reduce permanently the~~ Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess Loans. (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). e) Each prepayment of the Loans under this Section 2.9 shall be (~~except in the case of Revolving Credit~~ i) made, first, to ABR Loans ~~that are Base Rate~~ and, second, to LIBOR Loans and ~~Swing Line Loans~~(ii) ~~shall be~~ accompanied by accrued interest to the date of such prepayment on the amount prepaid, together (in the case of LIBOR Loans) with amounts payable under Section 2.15 if such prepayment was made on a date other than the last day of an Interest Period, but without premium or penalty. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Senior Credit Agreement (AerCap Holdings N.V.)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless~~ If for any reason the ~~Required Prepayment Lenders shall otherwise agree~~ Total Revolving Extensions of Credit exceeds the lesser of (x) the Total Revolving Commitments then in effect and ~~without prejudice to Section 7.2, if any Indebtedness is incurred after~~ (y) the ~~date hereof by Holdings~~Maximum Permitted Outstanding Amount, the Borrower ~~or any of its Subsidiaries~~ shall immediately, prepay the applicable Loans in an aggregate amount equal to such excess. (~~excluding~~ b) [Reserved] (c) [Reserved] (d) If any Indebtedness shall be incurred ~~in accordance with~~ pursuant to Section ~~7.2 as in effect on the date of this Agreement~~7.2(h), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be immediately applied toward the prepayment of the ~~Term Loans and the~~ Loans. (e) Any reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving ~~Credit Loans and/or Swing Line~~ Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving ~~Credit~~ Commitments as so reduced, provided that if the aggregate principal amount of Revolving ~~Credit Loans and Swing Line~~ Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, cash collateralize on or prior to the date of such reduction (in the manner described in Section 3.9) or replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative AgentCredit. The application of any prepayment pursuant to ~~this~~ Section 2.6 shall be ~~made first~~ made, first, to ~~Base Rate~~ ABR Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Revolving Loans under ~~this~~ Section 2.6 (except in the case of Revolving ~~Credit~~ Loans that are ~~Base Rate Loans and Swing Line~~ ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (ef) ~~Any prepayment~~ At any time during the Suspension Period and upon the occurrence of any of the following events, the Borrower shall prepay the Revolving Loans ~~and/or reduction~~ at par plus accrued and unpaid interest, in each case, on a dollar-for-dollar basis within one Business Day of ~~Commitments~~ receipt of such Net Cash Proceeds, in an amount equal to: (i) 100% of the Net Cash Proceeds of (a) any Disposition of assets (other than from (I) casualty or condemnation events, (II) any intercompany transfers, provided proceeds from transfers of assets from Loan Parties to non-Loan Parties will not be so excluded, (III) other Dispositions of assets not to exceed $50,000,000 in the aggregate for all such Dispositions, (IV) dispositions of worn out, surplus or obsolete equipment in the ordinary course of business and (V) Dispositions of assets the proceeds of which are to be applied to finance the acquisition of assets in respect of which the obligation to make such acquisition was incurred prior to the commencement of the Suspension Period (and was not incurred in contemplation thereof)) by the Borrower or any of its Subsidiaries (or, in the case of any non-Wholly-Owned Subsidiary, the applicable parent’s allocable share of such proceeds) and (b) any Designated Asset Sales. (ii) 100% of the Net Cash Proceeds of incurrences of Indebtedness of the Borrower or its Subsidiaries other than (i) any intercompany Indebtedness of the Borrower or any of its Subsidiaries, (ii) any re-financing of existing Indebtedness not increasing the existing amount (or commitments, if applicable) thereof in excess of the principal amount of the Indebtedness being refinanced, plus accrued interest, fees, premiums and refinancing expenses, (iii) Subscription Line Indebtedness, (iv) Indebtedness incurred pursuant to ~~this Section, and~~ debt facility commitments in existence prior to the ~~rights~~ commencement of the ~~Lenders~~ Suspension Period (and not incurred in contemplation thereof) and any replacement or refinancing thereof not increasing the amount (or amount of commitments, as applicable) thereof and (v) Indebtedness to finance the acquisition of assets in respect ~~thereof, are subject~~ of which the obligation to make such acquisition was incurred prior to the ~~provisions~~ commencement of the Suspension Period (and was not incurred in contemplation thereof). (iii) 100% of the Net Cash Proceeds from the issuance of any Capital Stock by the REIT Entity (other than (A) issuances and settlements pursuant to employee stock plans or other benefit or employee incentive arrangements, (B) issuances of shares of capital stock or rights to Wholly-Owned Subsidiaries, (C) issuances of shares of Capital Stock in connection with the conversion of convertible shares or units of such party outstanding as of the date hereof or otherwise issued in compliance with Section ~~2.18~~5.01(c) of the Merger Agreement and (D) issuances to finance the acquisition of assets in respect of which the obligation to make such acquisition was incurred prior to the commencement of the Suspension Period (and was not incurred in contemplation thereof)).

Appears in 1 contract

Sources: Credit Agreement (Colony NorthStar, Inc.)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ If any Indebtedness is shall be incurred ~~after the date hereof~~ by ~~Holdings,~~ the Borrower or any ~~of its Subsidiaries~~ Subsidiary (excluding any Excluded Indebtedness), (i) in the case of the incurrence of any such Indebtedness in the form of Additional Tower Notes, the proceeds thereof shall, as soon as such proceeds become available to the Issuer Entity, but in any event no later than the next Payment Date (as that term is defined in the Tower Notes Indenture) in respect of the Collection Period (as that term is defined in the Tower Notes Indenture) in which such Additional Tower Notes are issued, be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(e) in an amount equal to the lesser of (y) 100% of the aggregate face amount of such Additional Tower Notes, net of any expenses reasonably incurred by the Issuers in ~~accordance~~ connection with such issuance, or (z) if such proceeds are deposited into the Collection Account, the amount available to be distributed to or at the direction of the Issuer Entity pursuant to clause Twentieth of Section ~~7.2 as~~ 5.01(a) of the Tower Notes Indenture on such next Payment Date and (ii) in ~~effect on~~ the ~~date~~ case of ~~this Agreement)~~the incurrence of all other such Indebtedness, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such ~~issuance or~~ incurrence toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.9(e). (b) ~~Unless the Required Prepayment Lenders~~ If any Capital Stock shall ~~otherwise agree, if on any date Holdings, the Borrower~~ be issued by Holdings or any of its Subsidiaries (excluding (i) Capital Stock issued to the Borrower or any other Subsidiary of Holdings, (ii) Capital Stock issued by Holdings and contributed to the Borrower solely for the purpose of making an Investment permitted by Section 7.7(i), (iii) Capital Stock issued by Holdings in connection with the Global Signal Acquisition and (iv) Capital Stock issued by Holdings to any of its officers, directors, employees or consultants pursuant to any employee benefit plan, stock purchase plan or employment agreement approved by the board of directors of Holdings), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loan and the reduction of the Revolving Commitments as set forth in Section 2.9(e). (c) If on any date the Borrower or any Subsidiary shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless such proceeds are required to be applied to (x) the redemption of the Tower Notes pursuant to the Tower Notes Indenture or (y) upon and after consummation of the Global Signal Acquisition, the prepayment of the Global Signal 2004 Loans or the Global Signal 2006 Loans pursuant to the Global Signal 2004 Loan Agreement or the Global Signal 2006 Loan Agreement, as applicable, or a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.9(e); ~~provided,~~ provided that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales ~~(other than Asset Sales in connection with the Ripon Transition)~~ and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $~~5,000,000~~ 20,000,000 in any fiscal year of the ~~Borrower,~~ Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d) and (iii) for purposes of this Section 2.12(b~~2.9(e), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (cd) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~If, for any fiscal year of the Borrower commencing with the fiscal year ~~in which the Effective Date occurs~~ending December 31, 2007, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply ~~the ECF Percentage~~ 50% of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.9(e); provided that if a Cash Trap Condition, or upon and after consummation of the Global Signal Acquisition, a Cash Trap Event has occurred and is continuing, then only that portion of Excess Cash Flow that is distributed to the Borrower by the Subsidiaries shall be required to be applied pursuant to this Section 2.9(d). Each such prepayment and commitment reduction shall be made on a date (an "“Excess Cash Flow Application Date"”) no later than five ~~Business Days~~ days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section ~~6.1(a~~6.1(b), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (de) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.9 shall be applied, first, to ~~the prepayment of~~ prepay the Term Loans and, second, to reduce permanently the Revolving ~~Credit~~ Commitments; provided that any prepayments and commitment reductions made pursuant to Section 2.9(c) shall be made on a pro rata basis to the prepayment of Terms Loans and to reduce permanently the Revolving Commitments. Any ~~such~~ reduction of the Revolving ~~Credit~~ Commitments shall be accompanied by prepayment of the Revolving ~~Credit~~ Loans and/or ~~Swing Line~~ Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving ~~Credit~~ Commitments as so reduced, ; provided that if the aggregate principal amount of Revolving ~~Credit~~ Loans and ~~Swing Line~~ Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section 2.9 shall be ~~made first~~ made, first, to ~~Base Rate~~ ABR Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under this Section 2.9 (except in the case of Revolving ~~Credit~~ Loans that are ~~Base Rate~~ ABR Loans and ~~Swing Line~~ Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Crown Castle International Corp)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ If any Indebtedness is shall be issued or incurred ~~after the date hereof~~ by ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member (excluding (x) any Indebtedness incurred in accordance with Section 7.2 as and (y) any Permitted Warrant (to the extent such Permitted Warrant constitutes Indebtedness)), other than (i) the amount by which the aggregate purchase price for receivables paid by investors or the loans from such investors in ~~effect on~~ connection with any Receivables Financing and outstanding at any time exceeds $575,000,000 and (ii) the ~~date~~ Borrower’s direct or indirect ratable share (determined in accordance with the Borrower’s direct or indirect ownership of ~~this Agreement~~the relevant Specified Joint Venture) of Indebtedness incurred under an agreement described in Section 7.14(c)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.11(d). (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Loan Party shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds to the extent exceeding $5,000,000 in any single transaction or series of related transactions shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.11(d); provided, that, notwithstanding the foregoing, (i) ~~the aggregate~~ any Net Cash Proceeds of Asset Sales ~~(other than Asset Sales in connection with the Ripon Transition) that may~~ and Recovery Events shall be excluded from the foregoing requirement ~~pursuant to~~ if a Reinvestment Notice shall ~~not exceed $5,000,000 in any fiscal year of the Borrower~~be delivered, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.11(d) and (iii) ~~for purposes of this Section 2.12(b), the Net Cash Proceeds~~ no such prepayment shall be required as a result of any ~~Asset Sale~~ Disposition pursuant to Section ~~7.5(k~~7.5(g) to the extent that, following the Closing Date and prior to the date of such Disposition, a prepayment has been made pursuant to Section 2.10(a) of Term Loans (which prepayment may be made utilizing the proceeds of a Revolving Loan); provided that the amount of prepayments that may be excluded pursuant to this clause (iii) shall be equal to the ~~lesser~~ amount of such prepayments made pursuant to Section 2.10(a) and shall not exceed $125,000,000 in the aggregate; provided, further, that the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase any other Indebtedness that is secured by the Collateral on a pari passu basis with the Borrowings to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof (and such requirement has not been declined or waived) with the proceeds of such Asset Sale or Recovery Event, in each case in an amount not to exceed the product of (Ax) the amount of such Net Cash Proceeds and (By) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding principal amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower Term A Loans and ~~their respective Subsidiaries in~~ such ~~Foreign Subsidiary after the Effective Date.~~other Indebtedness (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered[Reserved]. (d) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to ~~this~~ Section 2.11 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 2.17(b) and, second, when the Term Loans have been paid in full, to reduce permanently the Revolving ~~Credit~~ Commitments. Any such reduction of the Revolving ~~Credit~~ Commitments shall be accompanied by prepayment of the Revolving ~~Credit~~ Loans and/or ~~Swing Line~~ Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving ~~Credit~~ Commitments as so reduced, provided that if the aggregate principal amount of Revolving ~~Credit~~ Loans and ~~Swing Line~~ Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to ~~this~~ Section 2.11 shall be ~~made first~~ made, first, to ~~Base Rate~~ ABR Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under ~~this~~ Section 2.11 (except in the case of Revolving ~~Credit~~ Loans that are ~~Base Rate~~ ABR Loans and ~~Swing Line~~ Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Universal Health Services Inc)

Mandatory Prepayments and Commitment Reductions. (a) Unless ----------------------------------------------- the Required Prepayment Lenders shall otherwise ~~agree and without prejudice to Section 7.2~~agree, if any Capital Stock or Indebtedness ~~is incurred after~~ shall be issued or Incurred by the ~~date hereof by Holdings, the Borrower~~ Company or any of its ~~Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement)~~Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or ~~incurrence~~ Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section ~~2.12(d~~2.11(d); provided that no such prepayment and reduction shall be -------- required pursuant to this Section 2.11(a) with respect to (i) Designated Equity Amounts, (ii) any such Net Cash Proceeds from the issuance of Capital Stock which is applied within five Business Days after the receipt thereof by the Company and its Subsidiaries to repay Indebtedness Incurred in reliance upon the provisions of Section 7.2(i) or (j) hereof, (iii) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2 and (iv) up to $10,000,000 in aggregate Net Cash Proceeds from the issuance of Capital Stock by the Borrower after the Closing Date. (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date ~~Holdings,~~ the ~~Borrower~~ Company or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section ~~2.12(d~~2.11(d); provided, -------- that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales ~~(other than Asset Sales in connection with the Ripon Transition)~~ that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $~~5,000,000~~ 2,000,000 in any fiscal year of the ~~Borrower,~~ Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section ~~2.12(d) and (iii) for purposes of this Section 2.12(b~~2.11(d), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ~~in which the Effective Date occurs~~ending December 31, 1998, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section ~~2.12(d~~2.11(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash ----------- Flow Application Date") no later than five ~~Business Days~~ days after the earlier of (i) the --------------------- date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to ~~this~~ Section 2.11 shall be applied, first, to ----- the prepayment of the Term Loans (pro rata among the Tranche A Term Loans and --- ---- the Tranche B Term Loans based upon the outstanding principal amount thereof) and, second, to reduce permanently the Revolving Credit Commitments. Any such ------ reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate -------- principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. ~~The~~ Subject to the immediately preceding sentence, the application of any prepayment pursuant to ~~this~~ Section 2.11 shall be made first to ~~Base Rate~~ ABR Loans and second to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under ~~this~~ Section 2.11 (except in the case of Revolving Credit Loans that are ~~Base Rate~~ ABR Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) ~~Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to~~ Notwithstanding the provisions of Section ~~2.18.~~2.11(d), 50% of any Excess Note Proceeds shall be applied to prepay the Tranche A Term Loans and 50% of any Excess Note Proceeds shall be applied to prepay the Tranche B Term Loans, with such prepayment of the Tranche B Term Loans being applied ratably to the remaining installments thereof and with such prepayment of the Tranche A Term Loans being applied to prepay each installment thereof which is due on a date occurring during a period set forth below by the percentage of such Excess Note Proceeds set forth opposite such period: Period Percentage ------- ---------- September 30, 1998 through September 29, 1999 7.50% September 30, 1999 through September 29, 2000 6.25% September 30, 2000 through September 29, 2002 3.75% September 30, 2002 and thereafter 2.50% (f) All unpaid amounts owing hereunder shall be due and payable on October 27,

Appears in 1 contract

Sources: Credit Agreement (Details Inc)

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise ~~agree and without prejudice~~ agree, subject to Section ~~7.2~~2.18(d), if any ~~Indebtedness is incurred after~~ Capital Stock shall be issued (other than to the ~~date hereof by Holdings, the Borrower~~ Permitted Investors) or any ~~of its Subsidiaries~~ Funded Debt (excluding ~~any Indebtedness~~ Funded Debt incurred in accordance with Section 7.2 as in effect on the date of this Agreement)) shall be incurred, in either case by Holdings, the Borrower or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, subject to Section 2.18(d), if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale (other than the Headquarters Sale-Leaseback) or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales ~~(other than Asset Sales in connection with the Ripon Transition)~~ that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $~~5,000,000~~ 10,000,000 in any fiscal year plus, in the fiscal year that any such Asset Sale occurs as permitted under Section 7.5, the Net Cash Proceeds from any Asset Sale of Pizza Play, Roadhouse, the ~~Borrower,~~ Wisconsin Facility or Tahoe Joe's and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d~~) and (iii) for purposes of this Section 2.12(b~~), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, subject to Section 2.18(d), if, for any fiscal year of the Borrower commencing with the fiscal year ~~in which the Effective Date occurs~~ending on or about December 31, 2001, there shall be Excess Cash Flow, the Borrower ~~shall~~shall or shall cause the applicable Subsidiary to, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.such

Appears in 1 contract

Sources: Credit Agreement (Buffets Inc)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless~~ In addition to any optional payments of principal of the ~~Required Prepayment Lenders shall otherwise agree~~ Loans effected under SECTIONS 2.07, 3.07, 4.07, and ~~without prejudice to Section 7.2, if any Indebtedness is incurred after the date hereof by Holdings~~5.07, the ~~Borrower~~ Borrowers shall make, or ~~any of its Subsidiaries~~ shall cause the applicable Subsidiary to make, prepayments in the manner set forth in subsection (~~excluding any Indebtedness incurred~~ b) below in ~~accordance with Section 7.2 as in effect on the date of this Agreement), an amount~~ amounts equal to (i) one hundred percent (100% %) of the first $150,000,000 in aggregate Net Proceeds from Debt Offerings and Permitted Asset Securitizations permitted under SECTION 10.13, collectively, (ii) fifty percent (50%) of the aggregate Net Proceeds above $150,000,000 in amount from Debt Offerings and Permitted Asset Securitizations permitted under SECTION 10.13, collectively, and (iii) one hundred percent (100%) of the Net ~~Cash~~ Proceeds ~~thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans~~ above $50,000,000 in aggregate Net Proceeds from Asset Dispositions permitted under SECTION 10.04(b)(i) and ~~the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d~~(ii). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with All mandatory prepayments ~~and Commitment reductions~~ made pursuant to this ~~Section~~ SECTION 9.17 shall (i) be ~~applied, first,~~ made pro rata (such pro rata determination based on the Applicable Total Facility Commitment of each Facility) among the Facilities to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Applicable Facility Agent for the benefit of the Applicable Lenders ~~on terms~~ within ten (10) Business Days of receipt of such proceeds and ~~conditions satisfactory~~ upon not less than five (5) Business Days' written notice to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunderApplicable Facility Agents, which ~~minimizes amounts payable under Section 2.21 as~~ notice shall include a ~~result~~ certificate of an Authorized Representative setting forth in reasonable detail the calculations utilized in computing the amount of such ~~prepayment). Each prepayment~~ prepayments, and (ii) permanently reduce the Applicable Total Facility Commitment of the ~~Loans under~~ Facility to which payment is made by the amount of such payment; provided that (A) the Total US Facility Commitment shall not be reduced below $250,000,000 so long as the US Facility Borrowers shall not have elected the US Term Loan option provided for in SECTION 2.13 at the time of the mandatory prepayment required by this ~~Section~~ SECTION 9.17 and all amounts that would have been applied to permanently reduce the Total US Facility Commitment but for this clause (~~except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans~~A) shall be ~~accompanied~~ applied pro rata among the other Facilities, (B) if the US Facility Borrowers shall have elected the US Term Loan option provided for in SECTION 2.13 at the time of the mandatory prepayment required by ~~accrued interest~~ this SECTION 9.17, such mandatory prepayments shall be applied to the ~~date~~ US Term Loans installments of principal in inverse order of their maturities (as adjusted to give effect to any prior payments or prepayments of principal), and (C) if the Canadian Facility Borrowers shall have elected the Canadian Term Loan option provided for in SECTION 4.13 at the time of the mandatory prepayment required by this SECTION 9.17, such ~~prepayment on~~ mandatory prepayments shall be applied to the ~~amount prepaid~~Canadian Term Loans installments of principal in inverse order of their maturities (as adjusted to give effect to any prior payments or prepayments of principal). (ec) ~~Any~~ The Applicable Facility Agent shall give each Applicable Lender, within one (1) Business Day, telefacsimile notice of each notice of prepayment ~~of Loans and/or reduction of Commitments pursuant to~~ required by this ~~Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18~~SECTION 9.17.

Appears in 1 contract

Sources: Credit Agreement (American Greetings Corp)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ If any Indebtedness is shall be issued or incurred ~~after the date hereof~~ by ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Loan Party (excluding any Indebtedness incurred in accordance with Section ~~7.2 as in effect on the date of this Agreement~~7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.9(d). (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Loan Party shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, 100% of such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.9(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d) and (iii) for purposes of this Section 2.12(b~~2.9(d), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~If, for any fiscal year of the Borrower commencing with the fiscal year ~~in which the Effective Date occurs~~ending December 31, 2021, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the excess of (i) the ECF Percentage of such Excess Cash Flow ~~toward~~ over (ii) the ~~prepayment~~ sum of (x) the amount of optional prepayments of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d)~~2.9(d) during such fiscal year and (y) the aggregate amount of cash consideration actually paid by the Borrower to effect any assignment to it of Term Loans pursuant to a Dutch Auction in accordance with Section 10.6(f) during such fiscal year; provided that no such prepayment or reduction shall be required if the amount of such excess is less than or equal to $5,000,000. Each such prepayment and commitment reduction shall be made on a date (an "“Excess Cash Flow Application Date"”) no later than ~~five Business Days~~ ten days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to ~~this~~ Section 2.9 shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving ~~Credit~~ Commitments. Any such reduction of the Revolving ~~Credit~~ Commitments shall be accompanied by prepayment of the Revolving ~~Credit Loans and/or Swing Line~~ Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving ~~Credit~~ Commitments as so reduced, ; provided that if the aggregate principal amount of Revolving ~~Credit Loans and Swing Line~~ Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to the Administrative Agent. The application of any prepayment pursuant to ~~this~~ Section 2.9 shall be ~~made first~~ made, first, to ~~Base Rate~~ ABR Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under ~~this~~ Section 2.9 (except in the case of Revolving ~~Credit~~ Loans that are ~~Base Rate Loans and Swing Line~~ ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Mandatory prepayments of the Term Loans pursuant to this Section 2.9 shall be applied to the remaining installments thereof on a pro rata basis. (e) ~~Any prepayment of Loans and/or reduction of Commitments~~ With respect to any prepayments and Commitment reductions made pursuant to Section 2.9, any Lender, at its option, may elect not to accept such prepayment or Commitment reduction. The Borrower shall notify the Administrative Agent of any event giving rise to a prepayment or Commitment reduction under this ~~Section,~~ Section 2.9 at least three Business Days prior to the date of such prepayment or Commitment reduction. Each such notice shall specify the date of such prepayment or Commitment reduction and ~~the rights~~ provide a reasonably detailed calculation of the ~~Lenders in respect thereof, are subject~~ amount of such prepayment or Commitment reduction that is required to be made under this Section 2.9. Any Lender may decline to accept all (but not less than all) of its share of any such prepayment or Commitment reduction (the “Declined Amount”) by providing written notice to the ~~provisions~~ Administrative Agent no later than two Business Days after the date of ~~Section 2.18~~such Lender’s receipt of notice from the Administrative Agent regarding such prepayment or Commitment reduction. If the Lender does not give a notice to the Administrative Agent on or prior to such second Business Day informing the Administrative Agent that it declines to accept the applicable prepayment or Commitment reduction, then such Lender will be deemed to have accepted such prepayment or Commitment reduction. Such Lender’s Declined Amount may be retained by the Borrower.

Appears in 1 contract

Sources: Credit Agreement (RE/MAX Holdings, Inc.)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless~~ If for any reason (x) the ~~Required Prepayment Lenders~~ Total Revolving Extensions of Credit exceeds the lesser of (xi) the Total Revolving Commitments then in effect and (y)ii) the Maximum Permitted Outstanding Amount or (y) the sum of the Total Extensions of Credit plus the Total CMBX Termination Liability exceeds the Maximum Permitted Outstanding Amount, the Borrowers shall ~~otherwise agree and without prejudice~~ immediately prepay the applicable Loans in an aggregate amount equal to such excess. (b) [Reserved] (c) [Reserved] (d) If any Indebtedness shall be incurred pursuant to Section 7.2, if any Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement7.2(h), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be immediately applied toward the prepayment of the ~~Term Loans and the~~ Loans. (e) Any reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving ~~Credit Loans and/or Swing Line~~ Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving ~~Credit~~ Commitments as so reduced, provided that if the aggregate principal amount of Revolving ~~Credit Loans and Swing Line~~ Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the ~~Borrower~~ Borrowers shall, to the extent of the balance of such excess, cash collateralize on or prior to the date of such reduction (in the manner described in Section 3.9) or replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative AgentCredit. The application of any prepayment pursuant to ~~this~~ Section 2.6 shall be ~~made first~~ made, first, to ~~Base Rate~~ ABR Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Revolving Loans under ~~this~~ Section 2.6 (except in the case of Revolving ~~Credit~~ Loans that are ~~Base Rate Loans and Swing Line~~ ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Colony Credit Real Estate, Inc.)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless~~ If for any reason the ~~Required Prepayment Lenders~~ Total Revolving Extensions of Credit exceeds the lesser of (x) the Total Revolving Commitments then in effect and (y) the Maximum Permitted Outstanding Amount, the BorrowerBorrowers shall ~~otherwise agree and without prejudice~~ immediately, prepay the applicable Loans in an aggregate amount equal to such excess. (b) [Reserved] (c) [Reserved] (d) If any Indebtedness shall be incurred pursuant to Section 7.2, if any Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement7.2(h), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be immediately applied toward the prepayment of the ~~Term Loans and the~~ Loans. (e) Any reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving ~~Credit Loans and/or Swing Line~~ Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving ~~Credit~~ Commitments as so reduced, provided that if the aggregate principal amount of Revolving ~~Credit Loans and Swing Line~~ Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the ~~Borrower~~ BorrowerBorrowers shall, to the extent of the balance of such excess, cash collateralize on or prior to the date of such reduction (in the manner described in Section 3.9) or replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative AgentCredit. The application of any prepayment pursuant to ~~this~~ Section 2.6 shall be ~~made first~~ made, first, to ~~Base Rate~~ ABR Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Revolving Loans under ~~this~~ Section 2.6 (except in the case of Revolving ~~Credit~~ Loans that are ~~Base Rate Loans and Swing Line~~ ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (ef) ~~Any prepayment~~ At any time during the Suspension Period and upon the occurrence of any of the following events, the BorrowerBorrowers shall prepay the Revolving Loans ~~and/or reduction~~ at par plus accrued and unpaid interest, in each case, on a dollar-for-dollar basis within one Business Day of ~~Commitments~~ receipt of such Net Cash Proceeds, in an amount equal to: (i) 100% of the Net Cash Proceeds of (a) any Disposition of assets (other than from (I) casualty or condemnation events, (II) any intercompany transfers, provided proceeds from transfers of assets from Loan Parties to non-Loan Parties will not be so excluded, (III) other Dispositions of assets not to exceed $50,000,000 in the aggregate for all such Dispositions, (IV) dispositions of worn out, surplus or obsolete equipment in the ordinary course of business and (V) Dispositions of assets the proceeds of which are to be applied to finance the acquisition of assets in respect of which the obligation to make such acquisition was incurred prior to the commencement of the Suspension Period (and was not incurred in contemplation thereof)) by the Parent Borrower or any of its Subsidiaries (or, in the case of any non-Wholly-Owned Subsidiary of the Parent Borrower, the applicable parent’s allocable share of such proceeds) and (b) any Designated Asset Sales. (ii) 100% of the Net Cash Proceeds of incurrences of Indebtedness of the Parent Borrower or its Subsidiaries other than (i) any intercompany Indebtedness of the Parent Borrower or any of its Subsidiaries, (ii) any re-financing of existing Indebtedness not increasing the existing amount (or commitments, if applicable) thereof in excess of the principal amount of the Indebtedness being refinanced, plus accrued interest, fees, premiums and refinancing expenses, (iii) Subscription Line Indebtedness, (iv) Indebtedness incurred pursuant to ~~this Section, and~~ debt facility commitments in existence prior to the ~~rights~~ commencement of the ~~Lenders~~ Suspension Period (and not incurred in contemplation thereof) and any replacement or refinancing thereof not increasing the amount (or amount of commitments, as applicable) thereof and (v) Indebtedness to finance the acquisition of assets in respect ~~thereof, are subject~~ of which the obligation to make such acquisition was incurred prior to the ~~provisions~~ commencement of the Suspension Period (and was not incurred in contemplation thereof). (iii) 100% of the Net Cash Proceeds from the issuance of any Capital Stock by the REIT Entity (other than (A) issuances and settlements pursuant to employee stock plans or other benefit or employee incentive arrangements, (B) issuances of shares of capital stock or rights to Wholly-Owned Subsidiaries of the Parent Borrower, (C) issuances of shares of Capital Stock in connection with the conversion of convertible shares or units of such party outstanding as of the date hereof or otherwise issued in compliance with Section ~~2.18~~5.01(c) of the Merger Agreement and (D) issuances to finance the acquisition of assets in respect of which the obligation to make such acquisition was incurred prior to the commencement of the Suspension Period (and was not incurred in contemplation thereof)).

Appears in 1 contract

Sources: Credit Agreement (Colony NorthStar, Inc.)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless~~ If any Capital Stock shall be issued by any Group Member, an amount equal to 50% of the ~~Required Prepayment Lenders~~ Net Cash Proceeds thereof shall ~~otherwise agree and without prejudice to~~ be applied on the date of such issuance toward the prepayment of the Term Loans as set forth in Section ~~7.2, if~~ 2.11(e). (b) If any Indebtedness is shall be incurred ~~after the date hereof~~ by ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member (~~excluding any~~ including Indebtedness incurred in accordance with Section ~~7.2 as~~ 7.2(h) and Section 7.2(i)(A) (to the extent contemplated therein), but excluding any other Indebtedness incurred in ~~effect on the date of this Agreement~~accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such ~~issuance or~~ incurrence toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~2.11(e). (bc) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.11(e); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d) and (iii) for purposes of this Section 2.12(b~~2.11(e), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (cd) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~If, for any fiscal year of the ~~Borrower~~ Borrower, commencing with the fiscal year ~~in which the Effective Date occurs~~ending December 31, 2002, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply ~~the ECF Percentage~~ 50% of such Excess Cash Flow toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~2.11(e). Each such prepayment ~~and commitment reduction~~ shall be made on a date (an "Excess Cash Flow Application Date") no later than five ~~Business Days~~ days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Administrative Agent and the Lenders and (ii) the date such financial statements are actually ~~delivered~~delivered to the Administrative Agent and the Lenders. (de) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.11 shall be applied, first, to the prepayment of the Term Loans and, second, in the case of any Net Cash Proceeds from any Asset Sale or Recovery Event or incurrence of Indebtedness, to permanently reduce ~~permanently~~ the Revolving ~~Credit~~ Commitments. Any such reduction of the Revolving ~~Credit~~ Commitments shall be accompanied by prepayment of the Revolving ~~Credit~~ Loans and/or ~~Swing Line~~ Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving ~~Credit~~ Commitments as so reduced, provided that if the aggregate principal amount of Revolving ~~Credit~~ Loans and ~~Swing Line~~ Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to ~~this~~ Section 2.11 shall be ~~made first~~ made, first, to ~~Base Rate~~ ABR Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under ~~this~~ Section 2.11 (except in the case of Revolving ~~Credit~~ Loans that are ~~Base Rate~~ ABR Loans and ~~Swing Line~~ Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (f) Notwithstanding anything to the contrary in Sections 2.11(e) and 2.17, with respect to the amount of any mandatory prepayment described in Section 2.11 that is allocated to Tranche B Term Loans (such amounts, the "Tranche B Mandatory Prepayment Amount"), at any time when Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans as provided in paragraph (e) ~~Any~~ above, on the date specified in Section 2.11 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Term Lender a notice (each, a "Mandatory Prepayment Option Notice") as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender a Mandatory Prepayment Option Notice, which shall be in the form of Exhibit I-2, and shall include an offer by the Borrower to prepay on the date (each a "Mandatory Prepayment Date") that is 10 Business Days after the date of the Mandatory Prepayment Option Notice, the relevant Tranche B Term Loans of such Lender by an amount equal to the portion of the Tranche B Mandatory Prepayment Amount indicated in such Lender's Mandatory Prepayment Option Notice as being applicable to such Lender's Tranche B Term Loans. On the Mandatory Prepayment Date, (i) the Borrower shall pay to the relevant Tranche B Term Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Tranche B Term Loans in respect of which such Lenders have accepted prepayment or are deemed to have accepted prepayment pursuant to the Mandatory Prepayment Notice, and (ii) the Borrower shall pay to the Tranche A Term Lenders an amount equal to the portion of the Tranche B Mandatory Prepayment Amount not accepted by the relevant Lenders, and such amount shall be applied to the prepayment of ~~Loans and/or reduction of Commitments pursuant to this Section, and~~ the ~~rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18~~Tranche A Term Loans.

Appears in 1 contract

Sources: Credit Agreement (Church & Dwight Co Inc /De/)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ If any Indebtedness is shall be incurred ~~after the date hereof~~ by ~~Holdings,~~ the Borrower or any of its Restricted Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date ~~of this Agreement~~hereof, except as provided in Section 7.2(f)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such ~~issuance or~~ incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section ~~2.12(d~~2.10(e)~~. (b) Unless~~ . The provisions of this Section do not constitute a consent to the ~~Required Prepayment Lenders shall otherwise agree, if on~~ incurrence of any ~~date Holdings,~~ Indebtedness by the Borrower or any of its Subsidiaries not otherwise permitted under this Agreement. (b) If any Capital Stock shall be issued by the Borrower or any of its Restricted Subsidiaries, an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.10(e). (c) If on any date the Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be applied on within two Business Days of such ~~fifth Business Day~~ date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section ~~2.12(d~~2.10(e); ~~provided,~~ provided that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales ~~(other than Asset Sales in connection with the Ripon Transition)~~ and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $~~5,000,000~~ 10,000,000 in any fiscal year of the ~~Borrower,~~ Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section ~~2.12(d) and (iii) for purposes~~ 2.10(e). The provisions of this Section ~~2.12(b), the Net Cash Proceeds of any~~ do not constitute a consent to an Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of not otherwise permitted under this ~~Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date~~Agreement. (cd) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~If, for any fiscal year of the Borrower commencing with the fiscal year ~~in which the Effective Date occurs~~ending December 31, 2003, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section ~~2.12(d~~2.10(e). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (de) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to ~~this~~ Section 2.10 (other than Section 2.10(f)) shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans ~~and/or Swing Line Loans~~ to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit ~~Loans and Swing Line~~ Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash or Cash Equivalents in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. (f) If, at any time, the sum of the Aggregate Outstanding Extensions of Credit of all Lenders exceeds the Borrowing Base then in effect, minus any Reserves, the Borrower shall, without notice or demand, immediately apply an amount equal to such excess to prepay the Loans and any interest accrued thereon, in accordance with this Section 2.10(f). ~~The application of any prepayment~~ Amounts to be applied in connection with prepayments made pursuant to this Section 2.10(f) shall be ~~made first to Base Rate Loans and second to Eurodollar Loans (in a manner~~applied, first, to the ~~extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each~~ prepayment of the Revolving Credit Loans ~~under this Section~~ together (except in the case of Revolving Credit Loans ~~that~~ which are Base Rate ~~Loans and Swing Line~~ Loans) ~~shall be accompanied by~~ with interest accrued ~~interest~~ to the date of such payment or prepayment on (provided that if the aggregate principal amount of Revolving Credit Loans then outstanding is less than the amount ~~prepaid.~~ of such excess (~~e) Any prepayment~~ either because L/C Obligations constitute a portion thereof or due to the establishment of ~~Loans~~ a Reserve in the Borrowing Base by the Collateral Agent), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or ~~reduction of Commitments pursuant to this Section, and~~ deposit an amount in cash or Cash Equivalents in a cash collateral account established with the ~~rights~~ Administrative Agent for the benefit of the Lenders ~~in respect thereof, are subject~~ on terms and conditions reasonably satisfactory to the ~~provisions~~ Administrative Agent) and, second, to the prepayment of ~~Section 2.18~~the Term Loans.

Appears in 1 contract

Sources: Credit Agreement (Rotech Healthcare Inc)

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required ~~Prepayment~~ Lenders shall otherwise ~~agree and without prejudice to Section 7.2~~agree, if any Capital Stock or Indebtedness is shall be issued or incurred ~~after the date hereof~~ by ~~Holdings, the Borrower~~ Holdings or any of its Subsidiaries (excluding any Indebtedness issued or incurred in accordance with Section ~~7.2~~ 6.2 as in effect on the date of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the ~~prepayment of the Term Loans and the~~ reduction of the ~~Revolving Credit~~ Commitments as set forth in Section ~~2.12(d~~2.6(c); provided that, notwithstanding the foregoing, an amount equal to $75,000,000 in the aggregate of the Net Cash Proceeds from the issuance or incurrence of Capital Stock and Permitted Subordinated Indebtedness may be excluded from the foregoing requirement. (b) Unless the Required ~~Prepayment~~ Lenders shall otherwise agree, if on any date ~~Holdings, the Borrower~~ Holdings or any of its Subsidiaries shall receive Net Cash Proceeds from any ~~Asset Sale or~~ Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward ~~the prepayment of the Term Loans and~~ the reduction of the ~~Revolving Credit~~ Commitments as set forth in Section ~~2.12(d~~2.6(c); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of ~~Asset Sales (other than Asset Sales in connection with the Ripon Transition)~~ Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $~~5,000,000~~ 2,000,000 in any fiscal year of the ~~Borrower,~~ Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the ~~prepayment of the Term Loans and the~~ reduction of the ~~Revolving Credit~~ Commitments as set forth in Section ~~2.12(d) and (iii) for purposes of this Section 2.12(b~~2.6(c), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts Amounts to be applied in connection with ~~prepayments and~~ Commitment reductions made pursuant to ~~this~~ Section 2.6 shall be ~~applied, first, to the prepayment of the Term Loans and, second,~~ applied to reduce permanently the ~~Revolving Credit~~ Commitments. Any such reduction of the ~~Revolving Credit~~ Commitments shall be accompanied by prepayment of the ~~Revolving Credit Loans and/or Swing Line~~ Loans to the extent, if any, that the Total ~~Revolving~~ Extensions of Credit exceed the amount of the Total ~~Revolving Credit~~ Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to ~~this~~ Section 2.6 shall be ~~made first~~ made, first, to ~~Base Rate~~ ABR Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under ~~this~~ Section 2.6 (except in the case of ~~Revolving Credit~~ Loans that are ~~Base Rate Loans and Swing Line~~ ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Allied Riser Communications Corp)

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required ~~Prepayment~~ Lenders shall otherwise ~~agree and without prejudice to Section 7.2~~agree, if any Capital Stock shall be issued, or Indebtedness incurred pursuant to Section 6.2(h), after the Closing Date by the Borrower or any of its Subsidiaries, then on or before the date that is ~~incurred~~ three (3) Business Days after the date ~~hereof~~ of receipt by ~~Holdings~~the Borrower or the applicable Subsidiary of the related Net Cash Proceeds, the Loans shall be prepaid by an amount equal to the amount of the Net Cash Proceeds received by the Borrower or the applicable Subsidiary from such issuance or incurrence. The provisions of this Section do not constitute a consent to the incurrence of any Indebtedness by the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d)not otherwise permitted hereunder. (b) Unless the Required ~~Prepayment~~ Lenders shall otherwise agree, if on any date ~~Holdings,~~ after the Closing Date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds in excess of $2,500,000 from any Asset Sale or related Asset Sales (other than Asset Sales in accordance with clauses (a), (b), (c) or (d) of Section 6.5) or any Recovery Event or related Recovery Events then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five~~ thereof, on or before the date that is three (3) Business Days ~~thereafter~~after the date of receipt by the Borrower or such Subsidiary of such Net Cash Proceeds, ~~100%~~ the Loans shall be prepaid by an amount equal to the amount of such Net Cash Proceeds ~~shall be applied on~~ less the amount (if any) of such ~~fifth Business Day toward the~~ Net Cash Proceeds actually used to make a prepayment ~~of the Term Loans and the reduction~~ pursuant to Section 2.2.2 of the Revolving Credit ~~Commitments~~ Facility Documentation (as ~~set forth~~ in ~~Section 2.12(d~~effect on the date hereof); provided, that, notwithstanding the foregoing, (i) ~~the~~ up to $100,000,000 in aggregate Net Cash Proceeds of Asset Sales (other than an Asset ~~Sales in connection with~~ Sale of the ~~Ripon Transition~~Shell Acquired Assets) ~~that~~ not subject to a Reinvestment Notice may be excluded from the foregoing requirement ~~pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower,~~ and (ii) on each Reinvestment Prepayment ~~Date,~~ Date the Loans shall be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment ~~Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes~~ Event. The provisions of this Section ~~2.12(b),~~ do not constitute a consent to the ~~Net Cash Proceeds~~ consummation of any ~~Asset Sale pursuant to~~ Disposition not permitted by Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date6.5. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.

Appears in 1 contract

Sources: Credit Agreement (Tesoro Corp /New/)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if~~ If any Indebtedness is shall be incurred ~~after~~ by the ~~date hereof by Holdings, the Borrower~~ Company or any ~~of its Subsidiaries~~ Restricted Subsidiary (~~excluding~~ other than any Indebtedness permitted to be incurred by any such Person in accordance with Section ~~7.2~~ 6.2) (other than Permitted Credit Agreement Refinancing Debt), concurrently with, and as ~~in effect on the date~~ a condition to closing of ~~this Agreement)~~such transaction, an amount equal to 100% of the Net ~~Cash~~ Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the ~~Term~~ Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in clause (f) of this Section ~~2.12(d)~~2.6. (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, ifIf, for any ~~fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs~~Excess Cash Flow Interim Period, there shall be Excess Cash Flow, an amount equal to the ~~Borrower~~ excess of (i) Required Percentage of such Excess Cash Flow over (ii) to the extent not funded with the proceeds of Indebtedness constituting “long term indebtedness” under GAAP (other than Indebtedness in respect of any revolving credit facility), the aggregate amount of (1) all Purchases by any Permitted Auction Purchaser (determined by the actual cash purchase price paid by such Permitted Auction Purchaser for such Purchase and not the par value of the Loans purchased by such Permitted Auction Purchaser) pursuant to a Dutch Auction permitted hereunder, (2) voluntary prepayments of Term Loans made by the Company and (3) any amount of excess cash flow payments paid to lenders under Indebtedness of the Company or its Subsidiaries secured by assets other than Collateral, in each case during the Specified Period for such Excess Cash Flow Interim Period, shall, on the relevant Excess Cash Flow Application Date, ~~apply the ECF Percentage of such Excess Cash Flow~~ be applied toward the prepayment of the ~~Term~~ Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in clause (f) of this Section ~~2.12(d)~~2.6. Each such prepayment ~~and commitment reduction~~ shall be made on a date (an "“Excess Cash Flow Application Date"”) no later than ~~five~~ (i) 10 Business Days after ~~the earlier of (i)~~ the date on which the financial statements of the ~~Borrower~~ Company referred to in Section ~~6.1(a~~5.1(a) or 5.1(b), for the fiscal ~~year~~ quarter with respect to which such prepayment is made, are required to be delivered to the Lenders or (ii) if such financial statements are actually delivered prior to the date on which they are required to be delivered pursuant to Section 5.1(a) or 5.1(b), the last Business Day of the calendar month in which such financial statements are actually delivered (but in no event later than the date set forth in clause (i) of this sentence). (c) If, on any date, the Company or any Restricted Subsidiary shall receive Net Proceeds from any Asset Sale or any Event of Loss in excess of $2,000,000 in any fiscal year, to the extent required by Section 5.14, 6.5(a)(vi) or 6.5(e), such Net Proceeds (to the extent in excess of $2,000,000) shall be applied within five Business Days of such date to prepay (A) outstanding Term Loans in accordance with this Section 2.6 and (B) at the Company’s option, outstanding Indebtedness that is secured by the Collateral on a pari passu basis incurred as Permitted First Priority Refinancing Debt or Permitted Incremental Indebtedness (collectively, “Other Applicable Indebtedness”). Any such Net Proceeds may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment in respect of such Asset Sale or Event of Loss is required under the terms of such Other Applicable Indebtedness (with any remaining Net Proceeds applied to prepay outstanding Term Loans in accordance with the terms hereof), unless such application would result in the holders of Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate outstanding principal amount of Term Loans and Other Applicable Indebtedness at such time) of such Net Proceeds relative to Term Lenders, in which case such Net Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any such Net Proceeds, the declined amount of such Net Proceeds shall promptly (and, in any event, within 10 Business Days after the date of such rejection) be applied to prepay Term Loans in accordance with the terms hereof (to the extent such Net Proceeds would otherwise have been required to be applied if such Other Applicable Indebtedness was not then outstanding). (d) If, on any date, the Borrowers shall be required to prepay Incremental Term Loans with Segregated Cash Collateral pursuant to the terms of such Incremental Term Loans and/or the agreements entered into in connection therewith, then the Borrowers shall be entitled to apply such Segregated Cash Collateral to prepay such Incremental Term Loans without any obligation to prepay any other then outstanding Term Loans. (e) Each of the Borrowers shall deliver to the Administrative Agent notice of each prepayment required under this Section 2.6 not less than three Business Days prior to the date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of ~~Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess~~ each Loan (~~because L/C Obligations constitute a~~ or portion thereof~~), the Borrower shall,~~ ) to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.be

Appears in 1 contract

Sources: Credit Agreement (Navios Maritime Midstream Partners LP)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders~~ If any Capital Stock or Indebtedness shall ~~otherwise agree and without prejudice to Section 7.2, if~~ be issued or incurred by any ~~Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries~~ Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 as (other than Indebtedness incurred under paragraph (g) of Section 7.2) and the Net Cash Proceeds received by the Borrower from the exercise of stock options) (i) an amount equal to 50% of the Net Cash Proceeds in ~~effect on~~ respect of the ~~date~~ issuance of ~~this Agreement),~~ such Capital Stock and (ii) an amount equal to 100% of the Net Cash Proceeds ~~thereof~~ in respect of the incurrence of such Indebtedness, in each case, shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~2.9(d). (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.9(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales ~~(other than Asset Sales in connection with the Ripon Transition)~~ that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $~~5,000,000~~ 1,000,000 in any fiscal year of the ~~Borrower,~~ Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d) and (iii) for purposes of this Section 2.12(b~~2.9(d), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~If, for any fiscal year of the Borrower commencing with the fiscal year ~~in which the Effective Date occurs~~ending December 31, 2005, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans ~~and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~2.9(d); provided, however, that the amount of any such Excess Cash Flow payment shall be reduced by the amount of any optional prepayments of principal made on the Term Loans during the fiscal year of the Borrower for which Excess Cash Flow is measured. Each such prepayment and commitment reduction shall be made on a date (an "“Excess Cash Flow Application Date"”) no later than five ~~Business Days~~ days after ~~the earlier of (i)~~ the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the ~~Lenders and (ii) the date such financial statements are actually delivered~~Lenders. (d) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments ~~and Commitment reductions~~ made pursuant to ~~this~~ Section 2.9 shall be ~~applied, first,~~ applied to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereofin accordance with Section 2.15(b), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to ~~this~~ Section 2.9 shall be ~~made first~~ made, first, to ~~Base Rate~~ ABR Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under ~~this~~ Section ~~(except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans)~~ 2.9 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Coinstar Inc)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless~~ On the ~~Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if any Indebtedness is incurred after the date hereof by Holdings~~Termination Date, the ~~Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement), an amount equal~~ Aggregate Commitment shall terminate and Toy Biz shall cause all Payment Obligations to ~~100% of the Net Cash Proceeds thereof shall~~ be ~~applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d)~~Fully Satisfied. (b) ~~Unless the Required Prepayment Lenders shall otherwise agree~~If, ~~if on~~ at any ~~date Holdings~~time and from time to time, the ~~Borrower~~ Aggregate Outstanding Extensions of Credit of all Banks then outstanding exceeds the Aggregate Commitment (including, without limitation, as a result of any permanent reduction in the Aggregate Commitment provided for in subsection 3.1 or this subsection 3.3) or the Borrowing Base then in effect, Toy Biz shall immediately repay the Loans and cash collateralize the L/C Obligations by the amount equal to such excess. (c) If Toy Biz or any of its Subsidiaries shall receive any Net Cash Proceeds ~~from any Asset Sale or Recovery Event then, unless~~ as a ~~Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment~~ result of the ~~Term Loans and the reduction~~ sale or issuance of ~~the Revolving Credit Commitments as set forth~~ equity securities (other than in ~~Section 2.12(d); provided, that, notwithstanding the foregoing,~~ connection with (i) the ~~aggregate Net Cash Proceeds of Asset Sales~~ IPO and (~~other than Asset Sales~~ ii) stock options outstanding on the date hereof or hereafter issued in connection with the ~~Ripon Transition~~Toy Biz Stock Option Plan) or the incurrence of Indebtedness (other than any Indebtedness incurred in reliance upon the provisions of subsection 7.1), then the Aggregate Commitment shall immediately be reduced (and, to the extent that ~~may~~ a Default or Event of Default is then continuing, the Loans shall be ~~excluded from~~ repaid and the ~~foregoing requirement pursuant to a Reinvestment Notice~~ L/C Obligations shall ~~not exceed $5,000,000 in any fiscal year of the Borrower, (ii~~be cash collateralized) ~~on each Reinvestment Prepayment Date,~~ by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually deliveredProceeds. (d) ~~Subject to Section 2.18~~If Toy Biz or any of its Subsidiaries shall receive any Net Cash Proceeds from the sale, ~~amounts to~~ lease or other disposition by Toy Biz or any of its Subsidiaries of any assets, other than assets sold in reliance upon the provisions of subsection 7.5, then the Aggregate Commitment shall immediately be ~~applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first~~reduced (and, to the ~~prepayment~~ extent that a Default or Event of Default is then continuing, the ~~Term~~ Loans ~~and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments~~ shall be ~~accompanied by prepayment of~~ repaid and the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations ~~constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit~~ shall be cash collateralized) by an amount ~~in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory~~ equal to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidNet Cash Proceeds. (e) ~~Any prepayment~~ If Toy Biz or any of its Subsidiaries shall receive any payments of principal under the Colorforms Note, then the Aggregate Commitment shall immediately be reduced (and, to the extent that a Default or Event of Default is then continuing, the Loans ~~and/or reduction of Commitments pursuant to this Section,~~ shall be repaid and the ~~rights of~~ L/C Obligations shall be cash collateralized) by the ~~Lenders in respect thereof, are subject~~ amount equal to ~~the provisions of Section 2.18~~such payment.

Appears in 1 contract

Sources: Credit Agreement (Toy Biz Inc)

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree and without prejudice to Section 7.2, if any Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an 2.7.1 An amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net ~~Cash~~ Proceeds of any ~~Asset Sale pursuant to Section 7.5(k~~Debt for borrowed money (other than Permitted Debt) incurred by any Obligor shall ~~be equal to the lesser of~~ (~~A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings~~for greater certainty, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and without limiting the rights of the Lenders in respect of the incurrence thereof) be applied to the prepayment of Loans outstanding under the Credit Facilities immediately upon receipt thereof. 2.7.2 An amount equal to the Net Proceeds of any issuance of Equity Interests by any Obligor (other than Excluded Equity Issuances) shall, in each case, be applied to the prepayment of Loans outstanding under the Credit Facilities immediately upon receipt thereof. 2.7.3 An amount equal to the Net Proceeds received by an Obligor from any Permitted Disposition described in clauses (d), (e) and (f) of such definition by any Obligor in excess of $1,000,000 in the aggregate for all Obligors in any Operating Year that is not reinvested in other Property useful for the Business within (x) 270 days following receipt of such Net Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Proceeds within 270 days following receipt thereof, ~~are subject~~ 90 days of the date of such legally binding commitment, shall be applied to the ~~provisions~~ prepayment of Loans outstanding under the Credit Facilities; provided that so long as an Event of Default shall have occurred and be continuing, no Obligor shall be permitted to make any such reinvestment (other than pursuant to a legally binding commitment entered into at a time when no Event of Default was continuing). 2.7.4 An amount equal to the Net Proceeds (i) of any insurance required to be maintained under this Agreement received by an Obligor (or to which an Obligor is entitled pursuant to Section ~~2.18~~7.6) on account of any loss, damage or injury to any part of its Property or (ii) of Expropriation of Property received by an Obligor, on a combined basis, in excess of $500,000 in the aggregate for all Obligors in any Operating Year, that are not used for the repair, rebuild or replacement of such Property or reinvested in other Property useful for the Business within (x) 270 days following receipt of such Net Proceeds or (y) if an Obligor enters into a legally binding commitment to repair, rebuild or replace such Property or reinvest in such other Property within 270 days following receipt thereof, 90 days of the date of such legally binding commitment, shall be applied (or to the extent the Administrative Agent is loss payee under any insurance policy, the Administrative Agent is hereby irrevocably directed to apply such Net Proceeds) to the prepayment of Loans outstanding under the Credit Facilities. 2.7.5 Commencing upon the delivery of the financial statements and Compliance Certificate required to be delivered for the Operating Year ending March 31, 2022, an amount equal to 50% of Excess Annual Cash Flow for each Operating Year shall be paid by the Borrower to the Administrative Agent and applied to the prepayment of outstanding Loans under the Credit Facilities within five (5) Business Days of the date on which the Compliance Certificate in respect of such Operating Year is delivered pursuant to Section 9.1.1.5(a), if the Total Leverage Ratio is greater than 3.00:1.00 as at the end of such Operating Year as reported in such Compliance Certificate. For greater certainty, at no time shall a prepayment be required under this Section 2.7.5 if the Total Leverage Ratio is equal to or less than 3.00:1.00, based on such Compliance Certificate. 2.7.6 An amount equal to the Net Proceeds received by an Obligor on account of OLG Compensation Payments in excess of $500,000 in aggregate received by the Borrower shall within five (5) Business Days of receipt thereof be applied to the prepayment of Loans outstanding under the Credit Facilities.

Appears in 1 contract

Sources: Credit Agreement (Mohegan Tribal Gaming Authority)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders~~ If any Redeemable Preferred Interests or Debt shall ~~otherwise agree and without prejudice to Section 7.2, if~~ be issued or incurred by any ~~Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries~~ Group Member (excluding any ~~Indebtedness~~ Debt incurred in accordance with Section 7.2 as (other than Section 7.2(q) and, to the extent clause (x) thereof is not complied with, Section 7.2(l)) or any initial cash proceeds that are related to a financing of a fixed principal amount of Receivables Assets or any initial incremental cash proceeds that are related to financing an increased fixed principal amount of Receivables Assets shall be received by Borrower or any of its subsidiaries in ~~effect on the date of this Agreement)~~connection with a Permitted Receivables Financing, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the ~~reduction of the~~ Revolving ~~Credit Commitments~~ Loans as set forth in Section ~~2.12(d~~2.11(d). If any Capital Stock other than Redeemable Preferred Interests or Excluded Issuances shall be issued by the Borrower, an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.11(d); provided that this sentence shall not be applicable to any issuance of Capital Stock of the Borrower if the Leverage Ratio as of the most recent Measurement Period was less than 3.25 to 1.00. (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the Term Loans and the ~~reduction of the~~ Revolving ~~Credit Commitments~~ Loans as set forth in Section ~~2.12(d~~2.11(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the ~~reduction of the~~ Revolving ~~Credit Commitments~~ Loans as set forth in Section ~~2.12(d) and (iii) for purposes of this Section 2.12(b~~2.11(d), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~If, for any ~~fiscal year~~ Fiscal Year of the Borrower commencing with the ~~fiscal year in which the Effective Date occurs~~Fiscal Year ending December 31, 2005, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving ~~Credit~~ Commitments as set forth in Section ~~2.12(d~~2.11(d). Each such prepayment and commitment reduction shall be made on a date (an "“Excess Cash Flow Application Date"”) no later than five ~~Business Days~~ days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section ~~6.1(a~~6.1(b), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments ~~and Commitment reductions~~ made pursuant to this Section 2.11 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 2.17(b) and, second, to reduce ~~permanently~~ the Swingline Loans and then Revolving ~~Credit Commitments. Any such~~ Loans without a permanent reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative AgentCommitments. The application of any prepayment pursuant to this Section 2.11 shall be ~~made first~~ made, first, to ~~Base Rate~~ ABR Loans ~~and second~~ and, second, to Eurodollar ~~Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~Loans. Each prepayment of the Loans under this Section 2.11 (except in the case of Revolving ~~Credit~~ Loans that are ~~Base Rate~~ ABR Loans and ~~Swing Line~~ Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) ~~Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject~~ Notwithstanding anything to the ~~provisions~~ contrary in Section 2.11(d) or 2.17, with respect to the amount of any mandatory prepayment described in Section ~~2.18.~~2.11 that is allocated to Tranche B-1 Term Loans (such amount, the “Tranche B-1 Prepayment Amount”), at any time when Tranche A Term

Appears in 1 contract

Sources: Credit Agreement (Davita Inc)

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise ~~agree and without prejudice~~ agree, upon any sale, issuance or incurrence of Indebtedness (other than Indebtedness permitted pursuant to Section 7.2) by the Borrower, if any Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement), an amount equal to 100% then upon receipt of the Net Cash Proceeds ~~thereof shall be applied on the date of~~ from such sale, issuance or ~~incurrence toward~~ incurrence, the ~~prepayment of the~~ Incremental Term Loans and the ~~reduction of~~ Incremental Delayed Draw Term Loans shall be prepaid, and/or the Revolving Credit Commitments shall be reduced, by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section ~~2.12(d~~2.13(e). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date ~~Holdings,~~ the Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale ~~or Recovery Event then, unless a Reinvestment Notice~~ the Incremental Term Loans and the Incremental Delayed Draw Term Loans shall be ~~delivered in respect thereof within five Business Days thereafter~~prepaid, ~~100%~~ and/or the Revolving Credit Commitments shall be reduced by an amount equal to the amount of such Net Cash ~~Proceeds~~ Proceeds, which prepayments and reductions shall be applied ~~on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments~~ as set forth in Section ~~2.12(d~~2.13(e); provided, that~~, notwithstanding the foregoing,~~ : (i) if (x) no Default or Event of Default would exist or arise therefrom and (y) not later than ten (10) Business Days after the aggregate Net Cash Proceeds of Asset Sales (other than Asset Sales in connection with the Ripon Transition) that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year date of the ~~Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to~~ receipt by the ~~Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment~~ Borrower of ~~the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b),~~ the Net Cash Proceeds of from any Asset ~~Sale pursuant~~ Sale, Borrower shall have delivered to ~~Section 7.5(k) shall be equal to the lesser of (A)~~ Administrative Agent a Reinvestment Notice stating the amount of such Net Cash Proceeds ~~and (B)~~ which is intended to be used to acquire assets useful in the ~~aggregate amount~~ business of ~~Investments made by Holdings,~~ the Borrower or ~~any of their respective Subsidiaries~~ the applicable Restricted Subsidiary prior to the Reinvestment Prepayment Date with respect to such Reinvestment Notice, then the amount set forth in such Reinvestment Notice as intended to be reinvested shall not be required to be applied as set forth in this Section 2.13(b); (ii) to the ~~relevant Foreign Subsidiary after the Effective Date and, in no event, shall the~~ extent such Net Cash Proceeds are from an Asset Sale of ~~all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings~~Collateral, the ~~Borrower~~ assets in which such Net Cash Proceeds are reinvested must also be Collateral; and (iii) if all or any portion of such Net Cash Proceeds are not reinvested in assets in accordance with the applicable Reinvestment Notice (and ~~their respective Subsidiaries~~ in the case of Net Cash Proceeds from an Asset Sale of Collateral, in compliance with clause (ii) above) on or prior to the applicable Reinvestment Prepayment Date, such ~~Foreign Subsidiary after~~ remaining portion shall be applied on the ~~Effective Date~~applicable Reinvestment Prepayment Date to prepay Incremental Term Loans and/or the Incremental Delayed Draw Term Loans and/or to reduce the Revolving Credit Commitments, all in accordance with Section 2.13(e). (c) Unless the Required Prepayment Lenders shall otherwise agree, ifon any date the Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Recovery Event, ~~for~~ the Incremental Term Loans and the Incremental Delayed Draw Term Loans shall be prepaid, and/or the Revolving Credit Commitments shall be reduced by an amount equal to the amount of such Net Cash Proceeds, which prepayments and reductions shall be applied as set forth in Section 2.13(e); provided, that (i) if (x) no Default or Event of Default would exist or arise therefrom and (y) not later than ten (10) Business Days after the date of the receipt by the Borrower of the Net Cash Proceeds from any ~~fiscal year~~ Recovery Event, Borrower shall have delivered to Administrative Agent a Reinvestment Notice stating the amount of such Net Cash Proceeds which is intended to be used to acquire assets useful in the business of the Borrower or the applicable Restricted Subsidiary prior to the Reinvestment Prepayment Date with respect to such Reinvestment Notice, then the amount set forth in such Reinvestment Notice as intended to be reinvested shall not be required to be applied as set forth in this Section 2.13(c); (ii) to the extent such Net Cash Proceeds are from a Recovery Event with respect to Collateral, the assets in which such Net Cash Proceeds are reinvested must also be Collateral; and (iii) if all or any portion of such Net Cash Proceeds are not reinvested in assets in accordance with the applicable Reinvestment Notice (and in the case of Net Cash Proceeds from a Recovery Event with respect to Collateral, in compliance with clause (ii) above) on or prior to the applicable Reinvestment Prepayment Date, such remaining portion shall be applied on the applicable Reinvestment Prepayment Date to prepay Incremental Term Loans and/or the Incremental Delayed Draw Term Loans and/or to reduce the Revolving Credit Commitments, all in accordance with Section 2.13(e); provided, however, that if any portion has not been used prior to the applicable Reinvestment Prepayment Date and Borrower is diligently pursuing the reinvestment of such amount, then such application of the remaining portion shall not be required for so long as such reinvestment is being diligently pursued. Notwithstanding the foregoing provisions of Section 2.13(b) and Section 2.13(c), up to $50,000,000 of Net Cash Proceeds of Asset Sales and Recovery Events received by Borrower and its Restricted Subsidiaries from and after January 1, 2010, shall be excluded from the mandatory prepayment provisions contained in Section 2.13(b) and Section 2.13(c). (d) Unless the Required Prepayment Lenders shall otherwise agree, commencing with ~~the~~ fiscal year ~~in which the Effective Date occurs~~2009, if there shall be Excess Cash Flow, ~~the Borrower shall~~then, on the relevant Excess Cash Flow Application Date, ~~apply~~ the ~~ECF Percentage~~ Incremental Term Loans and the Incremental Delayed Draw Term Loans shall be prepaid and/or the Revolving Credit Commitments shall be reduced, by an amount equal to 50% of such Excess Cash ~~Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments~~ Flow, as set forth in Section ~~2.12(d~~2.13(e). Each such prepayment and commitment reduction shall be made on a date (an "“Excess Cash Flow Application Date"”) no later than five ~~Business Days~~ (5) days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (de) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to clauses (a), (b), (c), or (d) of this Section 2.13 shall be ~~applied~~allocated, first, if any Incremental Term Facility or Incremental Delayed Draw Term Facility is then outstanding pro rata to such Incremental Facility or Facilities, to be applied (x) with respect to any Incremental Term Facility, for the benefit of all Incremental Term Lenders in accordance with their respective Incremental Term Percentages as a prepayment towards the Incremental Term Loans and (y) with respect to any Incremental Delayed Draw Term Facility, the then unfunded Incremental Delayed Draw Term Commitments will be reduced by the lesser of the amount of such prepayment allocated to the ~~prepayment~~ Incremental Delayed Draw Term Facility and the then amount of the unfunded Incremental Delayed Draw Term ~~Loans and~~Commitments, and if the amount of such prepayment applied to such Incremental Delayed Draw Term Facility is greater than the then unfunded Incremental Delayed Draw Term Commitments, such excess shall be allocated, for the benefit of all applicable Incremental Delayed Draw Term Lenders in accordance with their respective Incremental Delayed Draw Term Percentages as a prepayment towards the funded Incremental Delayed Draw Term Loans, and second, to reduce permanently the Revolving Credit Commitments; provided that the Revolving Credit Commitments shall not be required to be reduced below $200,000,000. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in ~~cash in~~ Cash into a cash collateral account ~~established with the Administrative Agent for the benefit of the Lenders on terms and conditions~~ subject to documentation reasonably satisfactory to the Administrative Agent. (f) The Borrower shall provide each of the Incremental Term Lenders and the Incremental Delayed Draw Term Lenders with five (5) Business Days prior written notice of each such prepayment and any Incremental Term Lender or Incremental Delayed Draw Term Lender, at its option, may elect, so long as there are any Incremental Term Loans or Incremental Delayed Draw Term Loans outstanding, not to accept its ratable portion of such prepayment in which event the provisions of the next sentence shall apply. ~~The application~~ Any Incremental Term Lender or Incremental Delayed Draw Term Lender declining such prepayment (each such Lender being a “Declining Term Loan Lender” and the amount of such Lender’s ratable portion of such prepayment being the “Declined Term Amount”) shall give written notice to the Administrative Agent substantially in the form of Exhibit Q (each, a “Declining Lender Notice”), by 11:00 A.M. (New York City Time) on the Business Day immediately preceding the date on which such prepayment would otherwise be made and then the Declined Term Amount for all Declining Term Loan Lenders may be retained by the Borrower; provided, that if part or all of a Declined Term Amount consists of proceeds from the sale or other disposition of Collateral (“Collateral Proceeds”), the portion of any Declined Term Amount that consists of Collateral Proceeds shall be paid to all Lenders that are not Declining Term Loan Lenders (the “Accepting Term Loan Lenders,” and each such Accepting Term Loan Lender being an “Accepting Term Loan Lender”) on a pro-rata basis based upon the total amount outstanding (including all accrued but unpaid interest) then owed by Borrower to each such Accepting Term Loan Lender along with any prepayment amount to be paid pursuant to this Section ~~shall be made first~~ 2.13; provided, further, that in the event that the Collateral Proceeds exceed the total amount owed to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans Accepting Term Loan Lenders following mandatory prepayments under this Section 2.13 (~~except in~~ other than the ~~case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans)~~ Collateral Proceeds), such amount shall be ~~accompanied by accrued interest~~ returned to the ~~date of such prepayment on the amount prepaid~~Borrower. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Pinnacle Entertainment Inc)

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders and the Borrower shall otherwise ~~agree and without prejudice to Section 7.2~~agree, if any ~~Indebtedness~~ Capital Stock shall be issued or sold by the Parent (except (i) any Capital Stock of the Parent the proceeds of which are used solely to purchase or prepay the Subordinated Seller Note and/or the Third Party Preferred Stock and (ii) any Capital Stock of the Parent issued to White Mountains as a part of the transaction in which the Berkshire Preferred Stock is ~~incurred after~~ redeemed with proceeds received from the ~~date hereof by Holdings,~~ exercise of warrants under the ~~Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this~~ Warrant Agreement), ~~an amount equal to 100% of the Net Cash Proceeds thereof shall be applied~~ on the date of such issuance or ~~incurrence toward the prepayment~~ sale, an amount equal to 50% of the ~~Term Loans and~~ net proceeds thereof in excess of $5,000,000 shall be contributed to the ~~reduction~~ common equity of the ~~Revolving Credit Commitments as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date Holdings,~~ Borrower and applied by the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d); ~~provided~~PROVIDED, ~~that~~that $20,000,000 of the proceeds of preferred stock issued by the Parent and sold to a third party in connection with the transactions contemplated by the Existing Credit Agreement shall be exempted from the requirements of this Section 2.12(a). (b) Unless the Required Prepayment Lenders and the Borrower shall otherwise agree, ~~notwithstanding~~ if on any date the ~~foregoing~~Borrower or any of its Non-Insurance Subsidiaries shall receive Net Proceeds from any Asset Sale or Recovery Event, ~~(i)~~ then, on such date, the ~~aggregate~~ Term Loans shall be prepaid, and/or the Revolving Credit Commitments shall be reduced, in each case in accordance with Section 2.12(d), by the Required Portion of such Net Proceeds. For purposes of this Section 2.12(b), the "REQUIRED PORTION" of the Net Cash Proceeds of any Asset ~~Sales~~ Sale or Recovery Event shall be (~~other than Asset Sales~~ i) if no Reinvestment Notice is delivered in ~~connection with~~ respect of such Net Cash Proceeds on or prior to the ~~Ripon Transition~~date of receipt of such Net Cash Proceeds, 100% of such Net Cash Proceeds in excess of $10,000,000, and (ii) ~~that may be excluded from~~ if the ~~foregoing requirement pursuant~~ assets subject to such Disposition are insurance-related businesses or assets and a Reinvestment Notice ~~shall not exceed $5,000,000~~ is delivered in respect of such Net Cash Proceeds on or prior to the date of receipt of such Net Cash Proceeds, (A) with respect to Net Cash Proceeds of any Asset Sale or Recovery Event consummated in any fiscal year which, together with all other Asset Sales and Recovery Events consummated during such fiscal year, results in the Disposition of Capital and Surplus in an amount not exceeding 10% of combined Capital and Surplus of all Insurance Subsidiaries as of the ~~Borrower~~last day of the immediately preceding fiscal year, 0% of such Net Cash Proceeds and (B) with respect to the Net Cash Proceeds of any Asset Sale or Recovery Event consummated in any fiscal year to the extent such Net Cash Proceeds are not covered by the foregoing sub-clause (A), 100% of such Net Cash Proceeds and (iii) if the assets subject to such Disposition are not insurance-related businesses or assets and a Reinvestment Notice is delivered in respect of such Net Cash Proceeds on or prior to the date of receipt or such Net Cash Proceeds, 0% of such Net Cash Proceeds. For purposes of determining the amount of Net Cash Proceeds of any Disposition to be allocated to sub-clause (A) and sub-clause (B), respectively, of clause (ii) of the preceding sentence in the case of any Disposition to which both such sub-clauses apply, the amount of Net Cash Proceeds allocated to such sub-clause (B) shall be the aggregate amount of such Net Cash Proceeds multiplied by a fraction (not to exceed 1.0), the numerator of which is the amount of Capital and Surplus Disposed of in such Disposition and all prior Dispositions during such fiscal year in excess of 10% of combined Capital and Surplus of all Insurance Subsidiaries as of the last day of the immediately preceding fiscal year, and the denominator of which is the aggregate amount of Capital and Surplus Disposed of in such Disposition. In addition, in the event any Reinvestment Notice is delivered in respect of any Reinvestment Event, then, on ~~each~~ the Reinvestment Prepayment ~~Date~~Date applicable to such Reinvestment Event, the Term Loans shall be prepaid, and/or the Revolving Credit Commitments shall be reduced, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment ~~Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b)~~Event, the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d)~~. Each such prepayment and commitment reduction shall be made on a date~~ . (~~an "Excess Cash Flow Application Date"~~c) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered.[Reserved] (d) ~~Subject to Section 2.18, amounts~~ Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to paragraphs (a) and (b) of this Section shall be applied, ~~first~~FIRST, to the prepayment of the Term Loans and, ~~second~~SECOND, to reduce permanently the Revolving Credit Commitments; PROVIDED, that the Revolving Credit Commitments shall not be reduced to less that $100,000,000 pursuant to this Section 2.12. Any ~~such~~ reduction of the Revolving Credit Commitments pursuant to this Section shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, ~~provided~~ PROVIDED that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment). Each prepayment of the Loans under this Section (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (White Mountains Insurance Group LTD)

Mandatory Prepayments and Commitment Reductions. (a) ~~Unless the Required Prepayment Lenders~~ If any Capital Stock or Indebtedness shall ~~otherwise agree and without prejudice to Section 7.2, if~~ be issued or incurred by any ~~Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries~~ Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 ~~as in effect on~~ and the ~~date~~ Net Cash Proceeds received by the Borrower from the exercise of ~~this Agreement),~~ stock options) an amount equal to 100% of the Net Cash Proceeds ~~thereof~~ in respect of the issuance of such Capital Stock and the incurrence of such Indebtedness, in each case, shall be applied on the date of such issuance or incurrence toward the prepayment of the ~~Term~~ Revolving Loans ~~and~~ to the ~~reduction of the~~ extent Revolving ~~Credit Commitments as set forth in Section 2.12(d)~~Loans are then outstanding. (b) ~~Unless the Required Prepayment Lenders shall otherwise agree, if~~ If on any date ~~Holdings, the Borrower or~~ any ~~of its Subsidiaries~~ Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect ~~thereof within five Business Days thereafter~~thereof, ~~100% of~~ such Net Cash Proceeds shall be applied on such ~~fifth Business Day~~ date toward the prepayment of the ~~Term~~ Revolving Loans ~~and~~ to the ~~reduction of the~~ extent Revolving ~~Credit Commitments as set forth in Section 2.12(d)~~Loans are then outstanding; provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales ~~(other than Asset Sales in connection with the Ripon Transition)~~ and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the ~~Borrower,~~ Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the ~~Term~~ Revolving Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Dateextent Revolving Loans are then outstanding. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(d). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Subject to Section 2.18, amounts Amounts to be applied in connection with prepayments ~~and Commitment reductions~~ made pursuant to ~~this~~ Section 2.6 shall be ~~applied, first,~~ applied to the prepayment of the ~~Term Loans and, second, to reduce permanently the~~ Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative AgentLoans. The application of any prepayment pursuant to ~~this~~ Section 2.6 shall be ~~made first~~ made, first, to Base Rate Loans ~~and second to Eurodollar Loans (in a manner~~and, second, to ~~the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of such prepayment)~~LIBOR Loans. Each prepayment of the Revolving Loans under ~~this~~ Section ~~(except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans)~~ 2.6 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. ~~(e) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 2.18.~~

Appears in 1 contract

Sources: Credit Agreement (Labor Ready Inc)

Common use of Mandatory Prepayments and Commitment Reductions Clause in Contracts