Mandatory Prepayments and Commitment Reductions. (i) If, at any time, the total Revolving Credit Exposures exceeds the Loan Limit (including, without limitation, after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), or otherwise), then the Borrower shall, without notice or demand, (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains (or would remain) after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.07(j), (1) in the case of a termination or any reduction of the total Commitments after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), immediately on the date of such termination or reduction and (2) in any case other than a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), within five (5) Business Days after the date that the total Revolving Credit Exposures exceeds the Loan Limit. (ii) If, during any fiscal year of the Borrower, any Relevant Party receives Net Cash Proceeds from any Asset Sale or Recovery Event, and the amount of such Net Cash Proceeds, when combined with the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, no later than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice in respect thereof has been delivered to the Administrative Agent on or prior to such date), (A) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (2) the total Commitments shall be reduced automatically (without any further action) on such Reinvestment Prepayment Date (to the extent otherwise required by clause (B) above) by an amount equal to the Reinvestment Prepayment Amount with respect to such Reinvestment Event. (iii) If any Indebtedness shall be issued or incurred by the Borrower or any other Relevant Party (excluding any Indebtedness permitted by Section 9.02), then (A) the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds thereof on the date of such issuance or incurrence to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of the issuance of incurrence thereof by an amount equal to 100% of such Net Cash Proceeds. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Default. (iv) Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02 and any payments to the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Commitments pursuant to this Section 3.04(b) shall be made ratably in accordance with each Lender’s Applicable Percentage.
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Sources: Credit Agreement (Riviera Resources, Inc.), Credit Agreement (Riviera Resources, LLC)
Mandatory Prepayments and Commitment Reductions. (a) Not later than the third Business Day following the completion of any Asset Sale or any transaction described in Section 6.05(f), the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans in accordance with Sections 2.13(e) and 2.13(f); provided, however, that no such prepayment shall be required until the September 30 that is immediately after the completion of any such Asset Sale if the applicable Net Cash Proceeds plus all other Net Cash Proceeds that have yet to be applied in accordance with this Section 2.13(a) are less than $5,000,000.
(b) No later than the earlier of (i) If, at any time, 120 days after the total Revolving Credit Exposures exceeds the Loan Limit (including, without limitation, after giving effect to a termination or any reduction end of each fiscal year of the total Commitments Parent Borrower, commencing with the fiscal year ending on September 30, 1999, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 2.06(b) or Section 10.02(b5.04(a), or otherwise), then the Parent Borrower shall, without notice or demand, (Ashall prepay outstanding Term Loans in accordance with Section 2.13(e) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains (or would remain) after prepaying all 75% of Excess Cash Flow for the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.07(j), (1) in the case of a termination or any reduction of the total Commitments after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), immediately on the date of such termination or reduction and (2) in any case other than a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), within five (5) Business Days after the date that the total Revolving Credit Exposures exceeds the Loan Limitfiscal year then ended.
(iic) If, during In the event that any fiscal year of the Borrower, Borrower or any Relevant Party receives Guarantor shall receive Net Cash Proceeds from the issuance of Indebtedness for money borrowed of any Asset Sale Borrower or Recovery Eventany Subsidiary (other than Indebtedness for money borrowed permitted pursuant to Section 6.01(h), Section 6.01(i) or Section 6.01(n)), the Borrowers shall, substantially simultaneously with (and in any event not later than the amount third Business Day next following) the receipt of such Net Cash Proceeds, when combined with the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, no later than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice in respect thereof has been delivered to the Administrative Agent on or prior to such date), (A) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(e); PROVIDED, HOWEVER, that no such prepayment shall be required until the September 30 that is immediately after such issuance if the applicable Net Cash Proceeds plus all other Net Cash Proceeds that have yet to be applied in accordance with this Section 2.13(c) are less than $5,000,000.
(d) In the event that any Borrower or any Guarantor shall receive Net Cash Proceeds from an Equity Issuance, the Borrowers shall, substantially simultaneously with (and (Bin any event not later than the third Business Day next following) the total Commitments shall be reduced automatically (without any further action) on the date of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (2) the total Commitments shall be reduced automatically (without any further action) on such Reinvestment Prepayment Date (to the extent otherwise required by clause (B) above) by an amount equal to the Reinvestment Prepayment Amount with respect to such Reinvestment Event.
(iii) If any Indebtedness shall be issued or incurred by the Borrower or any other Relevant Party (excluding any Indebtedness permitted by Section 9.02), then (A) the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds thereof on the date of such issuance or incurrence to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.13(e); PROVIDED, HOWEVER, that no such prepayment shall be required until the September 30 that is immediately after such issuance if the applicable Net Cash Proceeds plus all other Net Cash Proceeds that have yet to be applied in accordance with this Section 2.13(d) are less than $5,000,000.
(e) Subject to paragraph (j) below, mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata among the then outstanding Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans and applied pro rata against the remaining scheduled installments of principal due in respect of Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans under Sections 2.12(a), (b) and (Bc), respectively.
(f) In the total event that, upon the occurrence of any event described in Section 2.13(a), no Term Loans are outstanding (or the amount required to be applied pursuant to such Section exceeds the aggregate principal amount of outstanding Term Loans), Revolving Credit Commitments shall be reduced automatically PRO RATA by the amount of the prepayment that would have been required in respect of Term Loans had there been Term Loans outstanding (without after giving effect to any further actionprepayment thereof); PROVIDED, HOWEVER, that no such reduction shall be required until the September 30 that is immediately after such event if the applicable Net Cash Proceeds PLUS all other Net Cash Proceeds that have yet to be applied in accordance with this Section 2.13(f) are less than $5,000,000. The Borrowers shall pay to the Administrative Agent for the account of the Revolving Credit Lenders, on the date of each termination or reduction pursuant to this Section 2.13(f), the issuance Commitment Fees on the amount of incurrence thereof by the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.
(g) In the event of any termination of all the Revolving Credit Commitments, the Borrowers shall repay or prepay all outstanding Revolving Credit Borrowings on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrowers and the Revolving Credit Lenders of the Aggregate Credit Exposure after giving effect thereto and (ii) if the Aggregate Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction, then the Borrowers shall, on the date of such reduction, repay or prepay Revolving Credit Borrowings in an amount sufficient to eliminate such excess.
(h) If following any reduction of the Total Revolving Credit Commitment pursuant to Section 2.13(f) and any payments required pursuant to Section 2.13(g), the Total Revolving Credit Commitment is less than the L/C Exposure, the Borrowers shall, on the date of such reduction, replace outstanding Letters of Credit or deposit an amount in cash in a collateral account established with the Collateral Agent in accordance with Section 2.22(j), in an amount equal to 100% the amount that the L/C Exposure exceeds the Total Revolving Credit Commitment upon such date of such Net Cash Proceeds. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Defaultreduction.
(ivi) Each Amounts to be applied pursuant to this Section 2.13 to the prepayment of Borrowings pursuant to Section 3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02 and any payments to the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, firstas applicable, ratably first to any reduce outstanding ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to Loans. Any amounts remaining after each such application shall, at the option of the Parent Borrower, be applied to prepay Eurodollar Borrowing Loans immediately and/or shall be deposited in order the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account (i) allocable to Term Loans to prepay Eurodollar Term Loans and (ii) allocable to Revolving Loans to prepay Eurodollar Revolving Loans, in each case on the last day of priority beginning their respective Interest Periods (or, at the direction of the Parent Borrower, on any earlier date) until all outstanding Term Loans or Revolving Loans, as the case may be, have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by the Parent Borrower with the Eurodollar Borrowing with Administrative Agent and over which the least number Administrative Agent shall have exclusive dominion and control, including the exclusive right of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Commitments pursuant to this Section 3.04(b) shall be made ratably withdrawal for application in accordance with each Lender’s Applicable Percentagethis paragraph (i). The Administrative Agent will, at the request of the Parent Borrower, invest amounts on deposit in the Prepayment Account in Permitted Investments that mature prior to the last day of the applicable Interest Periods of the Eurodollar Term Borrowings or Eurodollar Revolving Borrowings to be prepaid, as the case may be; provided, however, that (i) the Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any law, statute, rule or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be continuing. The Parent Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurodollar Borrowings on the last day of the applicable Interest Period is not less than the amount that would have been available had no investments been made pursuant thereto. Any interest earned on such investments shall be deposited in the Prepayment Account and reinvested and disbursed as specified above. If the maturity of the Loans has been accelerated pursuant to Article VII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Parent Borrower hereby grants to the Administrative Agent, for its benefit and the benefit of the Issuing Banks and the Lenders, a security interest in the Prepayment Account to secure the Obligations.
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Mandatory Prepayments and Commitment Reductions. (ia) If, at any timetime during the Commitment Period, the total Aggregate Revolving Credit Exposures exceeds Extensions of Credit exceed the Loan Limit (includingaggregate Revolving Credit Commitments then in effect, without limitation, after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), or otherwise), then the Borrower Company shall, without notice or demand, (A) immediately prepay the Borrowings Revolving Credit Loans in an aggregate principal amount equal to such excess, together with interest accrued to the date of such payment or prepayment and (B) if any excess remains (or would remain) amounts payable under subsection 6.14. Prepayments shall be applied, first to ABR Loans and second, to Eurodollar Loans. To the extent that after prepaying all giving effect to any prepayment of the Borrowings as Revolving Credit Loans required by the first sentence of this paragraph (a), the Aggregate Revolving Credit Extensions of Credit exceed the aggregate Revolving Credit Commitments then in effect, the Company shall, without notice or demand, immediately deposit in a result of an LC Exposurecash collateral account with the Agent, pay having terms and conditions satisfactory to the Administrative Agent on behalf Agent, as cash collateral security for the liability of the Lenders Issuing Lender (whether direct or contingent) under any Letters of Credit or Acceptances then outstanding, an aggregate amount equal to the amount by which the Aggregate Revolving Credit Extensions of Credit exceed the aggregate Revolving Credit Commitments then in effect.
(b) On the Consummation Date, (i) the aggregate Revolving Credit Commitments shall be automatically reduced to an amount equal to $225,000,000, (ii) in connection with such excess reduction the amounts of the respective Revolving Credit Commitments of each Lender shall be rearranged such that after giving effect to be held as Cash Collateral as provided in Section 2.07(j), clause (i) above each Lender's (other than Chase's) Revolving Credit Commitment shall equal the lesser of (x) such Lender's Pre-Consummation Revolving Credit Commitment and (y) the product of (1) in $175,000,000 multiplied by (2) a fraction the case numerator of a termination or any reduction which is such Lender's Pre-Consummation Revolving Credit Commitment and the denominator of which is the aggregate amount of the total Pre-Consummation Revolving Credit Commitments of all Lenders other than Chase and Chase's Revolving Credit Commitment shall equal the greater of (x) $50,000,000 and (y) the excess, if any, of $225,000,000 over the aggregate amount of Pre-Consummation Revolving Credit Commitments of all Lenders other than Chase and (iii) the Company shall prepay all then outstanding Revolving Credit Loans and simultaneously reborrow from all Lenders, ratably according to their respective Revolving Credit Commitments after giving effect to a termination or any reduction of the total Commitments rearrangements thereof effected pursuant to Section 2.06(b) or Section 10.02(b), immediately on the date of such termination or reduction and (2) in any case other than a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), within five (5) Business Days after the date that the total Revolving Credit Exposures exceeds the Loan Limit.
clause (ii) Ifabove, during any fiscal year an amount equal to 48 42 the lesser of the Borrower, any Relevant Party receives Net Cash Proceeds from any Asset Sale or Recovery Event, (x) $225,000,000 and the amount of such Net Cash Proceeds, when combined with (y) the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, no later than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice in respect thereof has been delivered to the Administrative Agent on or prior to such date), (A) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been Revolving Credit Loans so prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (2) the total Commitments shall be reduced automatically (without any further action) on such Reinvestment Prepayment Date (to the extent otherwise required by clause (B) above) by an amount equal to the Reinvestment Prepayment Amount with respect to such Reinvestment Event.
(iii) If any Indebtedness shall be issued or incurred by the Borrower or any other Relevant Party (excluding any Indebtedness permitted by Section 9.02), then (A) the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds thereof on the date of such issuance or incurrence to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of the issuance of incurrence thereof by an amount equal to 100% of such Net Cash Proceeds. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Default.
(iv) Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02 and any payments to the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Commitments pursuant to this Section 3.04(b) shall be made ratably in accordance with each Lender’s Applicable Percentage.
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Mandatory Prepayments and Commitment Reductions. Following the Effective Date (ior, in the case of clause (iv) Ifbelow, at any time, following the total Revolving Credit Exposures exceeds the Loan Limit (including, without limitation, after giving effect to a termination or any reduction end of the total Commitments pursuant to Section 2.06(b) or Section 10.02(bCertain Funds Period), or otherwise)unused outstanding Commitments shall be reduced and outstanding Advances of a Class shall be prepaid, then in each case, on a Sterling-for-Sterling basis (with amounts received in non-Sterling currencies to be converted by the Borrower shall, without notice or demand, (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains (or would remain) after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent Sterling Equivalent for purposes of this calculation) on behalf the date of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.07(j), (1) in the case of a termination 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 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 reduction 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 total Commitments after giving effect Borrower incurred to a termination refinance, repurchase, repay, redeem or any reduction 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 total Commitments pursuant extent such Debt is scheduled to Section 2.06(b) or Section 10.02(b), immediately on mature within twelve months of the date of such termination or 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 (2) in any case other than a termination or any reduction solely to the extent of the total Commitments 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 2.06(b) or Section 10.02(b2.04), within five (5) Business Days after the date that the total Revolving Credit Exposures exceeds the Loan Limit.;
(ii) If, during any fiscal year 100% of the BorrowerNet 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 Relevant Party receives 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 Proceeds from any Asset Sale Equivalents to be paid or Recovery Event, distributed to the Borrower and used for the prepayment of the Advances (the amount of such Net cash and Cash ProceedsEquivalents, when combined with the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, no later than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice in respect thereof has been delivered to the Administrative Agent on or prior to such date“Available Target Amount”), (A) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (2) the total Commitments shall be reduced automatically (without any further action) on such Reinvestment Prepayment Date (to the extent otherwise required by clause (B) above) by an amount equal to the Reinvestment Prepayment Amount with respect to such Reinvestment Event.
(iii) If any Indebtedness shall be issued or incurred by the Borrower or any other Relevant Party (excluding any Indebtedness permitted by Section 9.02), then (A) the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds thereof on Available Target Amount, whether or not the date Borrower in fact causes the payment or distribution of the Available Target Amount or satisfies such issuance or incurrence to prepay Borrowings prepayment obligations using such alternative funds. All mandatory prepayments and Commitment reductions (a) in respect of clauses (i), (ii) and cash collateralize LC Exposure (iii) above shall be applied: first to the extent that all Borrowings have been prepaid) on such date in an amount equal Tranche 1 Commitments, second to 100% of such Net Cash Proceeds the Tranche 1 Advances, third to the Tranche 2 Commitments and fourth to the Tranche 2 Advances and (Bb) the total Commitments shall be reduced automatically (without any further action) on the date in respect of the issuance of incurrence thereof by an amount equal to 100% of such Net Cash Proceeds. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Default.
clause (iv) Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02 and any payments to the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) above shall be applied: first to the Tranche 2 Commitments and second to the Tranche 2 Advances. All mandatory prepayments and Commitment reductions will be applied without penalty or premium (except for breakage costs and accrued interest, firstif any) and will be applied pro rata among the Lenders of the applicable Class of Advances (or, ratably to any ABR Borrowings then outstandingif applicable, andClass of Commitments); provided, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each that such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Commitments pursuant to this Section 3.04(b) or prepayment of Advances, 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 Designated Agent with prompt notice of such allocation. For the avoidance of doubt, mandatory prepayments of the Advances may not be made ratably in accordance with each Lender’s Applicable Percentagereborrowed.
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Sources: Bridge Credit Agreement (Twenty-First Century Fox, Inc.)
Mandatory Prepayments and Commitment Reductions. (ia) IfIf any Indebtedness shall be incurred by Parent, at any time, Holdings or the total Revolving Credit Exposures exceeds the Loan Limit (including, without limitation, after giving effect to a termination Borrower or any reduction of its Subsidiaries (excluding any Indebtedness permitted by Section 9.3 (other than Refinancing Term Loans, Replacement Revolving Facility or Refinancing Notes, in each case, that is intended to Refinance the total Commitments pursuant to Section 2.06(b) or Section 10.02(bTerm Loans)), or otherwise)then, then the Borrower shall, without notice or demand, (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains (or would remain) after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.07(j), (1) in the case of a termination or any reduction of the total Commitments after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), immediately on the date of such termination or reduction and incurrence, the Term Loans shall be prepaid in an amount equal to 100% of the Net Cash Proceeds of such incurrence, as set forth in Section 5.5(d).
(2i) in If on any case date, other than a termination during the Designated Period, (i) the Borrower or any reduction of the total Commitments pursuant to Section 2.06(b) its Subsidiaries shall consummate any Asset Sale or Section 10.02(b), within five (5) Business Days after the date that the total Revolving Credit Exposures exceeds the Loan Limit.
(ii) If, during any fiscal year of the Borrower, any Relevant Party a Recovery Event has occurred and such Person receives Net Cash Proceeds from any and (ii) the Senior Secured Leverage Ratio is greater than 2.50:1.00 as of the latest Measurement Period after giving Pro Forma Effect to such Asset Sale or Recovery EventEvent and the use of proceeds therefrom, and the Loans shall be prepaid, on or before the date which is five Business Days following the date of receipt of such Net Cash Proceeds, by an amount equal to the amount of such Net Cash Proceeds, when combined with as set forth in Section 5.5(d); provided that, notwithstanding the aggregate amount foregoing, no prepayment of all the Loans shall be required to be made under this Section 5.5(b) in respect of (i) Net Cash Proceeds received by all Relevant Parties the Borrower or any of its Subsidiaries from Asset Sales and or Recovery Events during in any fiscal year not to exceed $50,000,000 in the aggregate (and thereafter only Net Cash Proceeds in excess of such fiscal yearamount shall be required to prepay the Loans), exceeds $5,000,000, then, no later than three (3ii) Business Days following the Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale or Recovery Event in respect of which a Reinvestment Notice has been delivered (or is delivered within 30 days after receipt of such Net Cash Proceeds proceeds (unless a Reinvestment Notice in respect thereof has been delivered to or such longer period as the Administrative Agent on or prior to such datemay reasonably agree)), (A) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash Proceeds; provided, that, notwithstanding the foregoingso long as, on each Reinvestment Prepayment Date, (1) the Borrower Loans shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event Asset Sale or Recovery Event, as set forth in Section 5.5(d) and (2iii) RP Eligible Proceeds, to the total Commitments extent such RP Eligible Proceeds are designated as such within 120 days of receipt by the Borrower or any of its Subsidiaries, and used within 180 days of designation as RP Eligible Proceeds, of the Disposition which is the source of such RP Eligible Proceeds to make a Restricted Payment permitted to be made under Section 9.6(h); provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase other Indebtedness permitted hereunder that is secured by Liens on the Collateral on a pari passu basis with the Obligations, in each case pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Asset Sale or Recovery Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time or, if such Other Applicable Indebtedness is revolving credit indebtedness, on the basis of the aggregate outstanding principal amount of the Revolver Indebtedness and such Other Applicable Indebtedness at such time; provided, further, that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof or, if such Other Applicable Indebtedness is revolving credit indebtedness, shall be allocated to the Revolver Indebtedness in accordance with the terms hereof) to the prepayment of the Term Loans or Revolver Indebtedness, as applicable, and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans or Revolver Indebtedness, as applicable, that would have otherwise been required pursuant to this Section 5.5(b) shall be reduced automatically accordingly.
(without ii) Notwithstanding anything to the contrary in this Section 5.5(b) or in this Agreement, if on any further actiondate during the Designated Period, a Recovery Event (or series of related Recovery Events) shall have occurred that results in Net Cash Proceeds in an amount greater than $10,000,000, the Loans shall be prepaid, on or before the date which is thirty (30) days following the date of receipt of such Net Cash Proceeds, by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 5.5(d); provided that, notwithstanding the foregoing, no prepayment of the Loans shall be required to be made under this Section 5.5(b)(ii) in respect of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event in respect of which a Reinvestment Notice has been delivered (or is delivered within 30 days after receipt of such proceeds (or such longer period as the Administrative Agent may reasonably agree)), so long as, on each Reinvestment Prepayment Date (to Date, the extent otherwise required by clause (B) above) Loans shall be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Recovery Event, as set forth in Section 5.5(d); provided that if at the time that any such Reinvestment Eventprepayment would be required, the Borrower is required to offer to repurchase Other Applicable Indebtedness, then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time or, if such Other Applicable Indebtedness is revolving credit indebtedness, on the basis of the aggregate outstanding principal amount of the Revolver Indebtedness and such Other Applicable Indebtedness at such time; provided, further, that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof or, if such Other Applicable Indebtedness is revolving credit indebtedness, shall be allocated to the Revolver Indebtedness in accordance with the terms hereof) to the prepayment of the Term Loans or Revolver Indebtedness, as applicable, and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans or Revolver Indebtedness, as applicable, that would have otherwise been required pursuant to this Section 5.5(b)(ii) shall be reduced accordingly.
(iii) If Notwithstanding anything to the contrary in this Section 5.5(b) or in this Agreement, if on any Indebtedness shall be issued or incurred by date during the Designated Period, the Borrower or any of its Subsidiaries consummates a Disposition or series of related Dispositions (other Relevant Party (excluding any Indebtedness permitted by than pursuant to Section 9.029.5(c)(i), then (Aii), (iii), (iv), (ix), (x), (xi), (xii), (xiii), (xiv), (xv), (xvi) and (xx)) resulting in Net Cash Proceeds from such Disposition in an amount greater than $10,000,000 and such Net Cash Proceeds are received during the Borrower Designated Period, the Loans shall apply be prepaid, on or before the date which is five Business Days following the date of receipt of such Net Cash Proceeds, by an amount equal to 100% the amount of such Net Cash Proceeds, as set forth in Section 5.5(d); provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase other Applicable Indebtedness, then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time or, if such Other Applicable Indebtedness is revolving credit indebtedness, on the basis of the aggregate outstanding principal amount of the Revolver Indebtedness and such Other Applicable Indebtedness at such time; provided, further, that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof or, if such Other Applicable Indebtedness is revolving credit indebtedness, shall be allocated to the Revolver Indebtedness in accordance with the terms hereof) to the prepayment of the Term Loans or Revolver Indebtedness, as applicable, and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans or Revolver Indebtedness, as applicable, that would have otherwise been required pursuant to this Section 5.5(b)(iii) shall be reduced accordingly.
(c) Subject to the last sentence of this paragraph, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2019, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans shall be prepaid as set forth in Section 5.5(d) by an amount equal to (x) the ECF Percentage of such Excess Cash Flow during such fiscal year minus, to the extent not paid or financed with Net Cash Proceeds thereof on of secured Indebtedness (other than Revolver Indebtedness), (y) all voluntary principal payments of the date of Term Loans during such issuance or incurrence fiscal year (including repurchases pursuant to prepay Borrowings (Section 5.19 and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date Section 12.16 in an amount equal to 100% the discounted amount actually paid in cash) and all voluntary principal payments in respect of Revolver Indebtedness (to the extent accompanied by an equivalent permanent reduction in commitments thereunder). Each such Net Cash Proceeds and (B) the total Commitments prepayment shall be reduced automatically (without any further action) made on the date July 15 of the issuance of incurrence thereof by following fiscal year, beginning on July 15, 2020 (an amount equal to 100% of such Net “Excess Cash Proceeds. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of DefaultFlow Application Date”).
(ivd) Subject to Section 5.11(d), amounts to be applied in connection with prepayments made pursuant to this Section 5.5 shall be applied, first, pro rata to the Tranche B Term Loans and, to the extent required by the terms of any Extending Term Loans, Refinancing Term Loans or Incremental Term Loans, to such other Term Loans (based on the amount of Term Loans under each Facility requiring such a payment), and after giving effect to the foregoing, to the payment of the installments due on such Term Loans within each such Facility in direct order of maturity, pro rata within each such Facility, second, after the Tranche B Term Loans and, to the extent required by the terms of any Extending Term Loans, Refinancing Term Loans or Incremental Term Loans, such other Term Loans, have been prepaid in full, to prepay the Revolving Credit Loans and/or Swing Line Loans pro rata according to the respective pro rata share of the relevant Lender (in each case without any corresponding reduction of the Commitments hereunder), and third, to cash collateralize outstanding Letters of Credit. The application of any prepayment of Loans under any Facility pursuant to this Section shall be made, first, to Base Rate Loans under such Facility and, second, to Eurocurrency Loans under such Facility. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied ratably to the Loans included under this Section (except in the prepaid Borrowings. Prepayments pursuant to Section 3.04(bcase of Revolving Credit Loans and Swing Line Loans) shall be accompanied by accrued interest to the extent date of such prepayment on the amount prepaid. 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. For the avoidance of doubt, Retained Declined Proceeds shall not be required by to be used to make mandatory prepayments under this Section 3.02 and 5.5.
(e) Notwithstanding any payments other provisions of this Section 5.5, (i) to the extent required that any of or all the Net Cash Proceeds of any Asset Sale by Section 5.02. Each a Foreign Subsidiary giving rise to a prepayment of Borrowings pursuant to Section 3.04(b5.5(b) (a “Foreign Disposition”), the Net Cash Proceeds of any Recovery Event from a Foreign Subsidiary (a “Foreign Casualty Event”), or Excess Cash Flow is (i) prohibited or delayed by applicable local law, (ii) restricted by applicable organizational or constitutive documents or any agreement or (iii) subject to other onerous or other administrative impediments from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in Section 5.5(c), or the Borrower shall not be appliedrequired to make a prepayment at the time provided in Section 5.5(b), firstas the case may be. Instead, ratably such amounts may be retained by the applicable Foreign Subsidiary so long as the applicable local law will not permit repatriation to any ABR Borrowings then outstanding, and, second, the United States (the Borrower hereby agreeing to any Eurodollar Borrowings then outstandingcause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and if more within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any of such affected amounts retained by the applicable Foreign Subsidiary is permissible under the applicable local law or applicable organizational or constituent documents or other agreements, or such impediment has been removed or overcome (even if such cash is actually not repatriated), 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 one Eurodollar Borrowing is then outstanding, five Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction repayment of the total Commitments Term Loans pursuant to this Section 3.04(b5.5 to the extent provided therein and (ii) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition, any Foreign Casualty Event or Excess Cash Flow would have a material adverse tax cost consequence (as determined in good faith by the Borrower and taking into account any foreign tax credit or benefit received in connection with such repatriation) with respect to such Net Cash Proceeds or Excess Cash Flow, then, to the extent that such material adverse tax cost consequence is not directly attributable to actions taken by Parent, the Borrower or any of their Subsidiaries with the intent of avoiding or reducing the mandatory prepayments otherwise required under this Section 5.5, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary.
(f) If on any date, the Administrative Agent notifies the Borrower that the sum of (x) the L/C Obligations, plus (y) the aggregate principal amount of Swing Line Loans outstanding at any time plus (z) the aggregate principal amount of Revolving Credit Loans under a Facility then outstanding (the “Revolving Credit Exposure”) would exceed the Total Revolving Credit Commitment for such Facility on such date, the Borrower shall prepay the outstanding principal amount of any such Swing Line Loans and Revolving Credit Loans on such date (and, to the extent after giving effect to such prepayment, the Revolving Credit Exposure still exceeds such Total Revolving Credit Commitment, deposit cash collateral in an account with the Administrative Agent (or an account in the name of the Administrative Agent with another institution designated by the Administrative Agent)) such that the aggregate amount so prepaid by the Borrower and cash collateral so deposited in an account with the Administrative Agent (or an account in the name of the Administrative Agent with another institution designated by the Administrative Agent) shall be made ratably in accordance sufficient to reduce the Revolving Credit Exposure to an amount not to exceed such Total Revolving Credit Commitment on such date together with each Lender’s Applicable Percentage.any interest accrued to the date of such prepayment on the aggregate principal amount of Revolving Credit Loans prepaid. The Administrative Agent shall give prompt notice of any prepayment required under this Section 5.5(f) to the Borrower and the Lenders. Notwithstanding a
Appears in 1 contract
Mandatory Prepayments and Commitment Reductions. (ia) If, If at any time the aggregate Revolving Credit Exposures of all Lenders exceed the Aggregate Revolving Commitment Amount at such time, the total Revolving Credit Exposures exceeds Borrower shall immediately prepay Loans (or, if no Loans are then outstanding, deposit cash collateral in an account with the Loan Limit (including, without limitation, after giving effect to a termination or any reduction of the total Commitments Administrative Agent pursuant to Section 2.06(b------- 2.23(g)) or Section 10.02(b), or otherwise), then the Borrower shall, without notice or demand, (A) prepay the Borrowings in an aggregate principal amount equal to such excess. ------
(b) Subject to Section 2.12(f), in the event and (B) if on each occasion that any excess remains (------------------------- Net Proceeds are received by or would remain) after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders Borrower or any Subsidiary in respect of any Prepayment Event of any type described in clause (a) or clause (b) of the definition of the term "Prepayment Event", the Borrower shall, within five Business Days after such Net Proceeds are received, prepay Loans in an aggregate amount equal to the Apportioned Amount of such excess to be held as Cash Collateral as provided in Section 2.07(j)Net Proceeds; provided, -------- however, that (1i) in the case of a termination or any reduction "Prepayment Event" of the total Commitments after giving effect to a termination or any reduction type described in ------- clause (a) of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), immediately on the date of such termination or reduction and (2) in any case other than a termination or any reduction definition of the total Commitments pursuant term "Prepayment Event" with respect to Section 2.06(b) or Section 10.02(b)Mortgaged Retail Properties, if the Borrower shall deliver, within such five (5) Business Days after Days, to the date Administrative Agent a certificate of the Borrower to the effect that the total Revolving Credit Exposures exceeds Borrower and its Subsidiaries intend to apply the Loan Limit.
(ii) If, during any fiscal year of the Borrower, any Relevant Party receives Net Cash Proceeds from any Asset Sale such event (or Recovery Event, and the amount of a portion thereof as specified in such Net Cash Proceeds, when combined with the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, no later than three (3certificate) Business Days following within 180 days after receipt of such Net Cash Proceeds Proceeds, to purchase a new Mortgaged Retail Property of equal or greater value to replace such Mortgaged Retail Property in compliance with the requirements of Section 5.11(c) and certifying that no --------------- Default or Event of Default has occurred and is then continuing or (unless ii) in the case of a Reinvestment Notice "Prepayment Event" of the type described in respect thereof has been delivered clause (b) of the definition of the term "Prepayment Event," if the Borrower shall deliver, within such five Business Days, to the Administrative Agent on a certificate of the Borrower to the effect that the Borrower and its Subsidiaries intend to apply the Net Proceeds from such event (or prior a portion thereof as specified in such certificate), within 180 days after receipt of such Net Proceeds, to repair or replace all or a portion of the Mortgaged Property affected thereby and certifying that no Default or Event of Default has occurred and is then continuing, then in each case no Prepayment shall be required pursuant to this Section 2.12(b) in respect of the Net --------------- Proceeds from such datePrepayment Event (or the portion of such Net Proceeds specified in such certificate, if applicable); provided, however, that if by the -------- ------- end of any such 180-day period described in the preceding clauses (i) and (ii), (Ax) the Borrower shall apply any such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings therefrom have not been prepaid) on so applied, prepayment shall be required at such date time in an amount equal to 100% of such Net Cash Proceeds that have not been so applied, and (By) in the total Commitments shall be reduced automatically (without case of any further action) on the date proposed purchase of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash Proceeds; provideda new Mortgaged Retail Property, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure have failed to satisfy the extent that all Borrowings have been prepaidrequirements of Section 5.11(c) in respect of such new Mortgaged Retail Property within such 180 -------------- day period, prepayment shall be required at such time in an amount equal to the Reinvestment Apportioned Amount of the Net Proceeds initially received by the Borrower or any Subsidiary.
(c) Subject to Section 2.12(f), in the event and on each occasion that any ------------------------- Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event of the type described in clause (c) of the definition of the term "Prepayment Event", the Borrower shall, within two Business Days after such Net Proceeds are received, prepay Loans in an aggregate amount equal to fifty percent (50%) of the Apportioned Amount of such Net Proceeds; provided, however, the Borrower shall not be required to make -------- ------- aggregate prepayments pursuant to this Section 2.12(c) which, when aggregated -------------- with respect the maximum amount of all prepayments required to be made by the Borrower pursuant to Section 2.10(c) of the 364-Day Credit Agreement, exceed ---------------- $100,000,000.
(d) The Borrower agrees to pay all accrued and unpaid interest on all amounts prepaid pursuant to the relevant Reinvestment Event requirements of this Section 2.12, together with ------------ any amounts due in respect of such prepayment pursuant to Section 2.19. Each ------------- prepayment to be applied under this Agreement shall be applied ratably first to the Base Rate Loans to the full extent thereof, and thereafter to Eurodollar Loans to the full extent thereof. All payments pursuant to this Section 2.12 and ------------ Section 2.10 of the 364-Day Credit Agreement shall be applied on a pro rata basis between such Related Revolving Credit Facilities.
(e) The 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 (i) in the case of prepayment of any Eurodollar Borrowing, 12:00 noon (Atlanta, Georgia time) not less than three Business Days prior to the date of any prepayment, and (2ii) in the total Commitments case of prepayment of any Base Rate Borrowing, 12:00 noon (Atlanta, Georgia time) not less than one Business Day prior to the date of such prepayment. Each such notice shall be reduced 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 of any such prepayment. If such notice is given, the aggregate amounts 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 so prepaid in accordance with Section 2.13(c); provided, that if any Eurodollar Borrowing is -------------- prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.19. ------------
(f) Immediately upon the occurrence of any Prepayment Event, the Aggregate Revolving Commitments of the Lenders shall automatically (without any further action) be reduced, on such Reinvestment Prepayment Date (to the extent otherwise required by clause (B) above) by a pro rata basis, in an amount equal to the Reinvestment maximum aggregate prepayments required to be made pursuant to this Section 2.12 in respect of such Prepayment Amount with Event, or that would be required to be made in respect of such Prepayment Event pursuant to this Section 2.12 if there were Loans outstanding at such Reinvestment Event.
(iii) If any Indebtedness time in excess of ------------ such maximum required amount; provided that no prepayment below the then reduced -------- amount of the Aggregate Revolving Commitments shall be issued or incurred by the Borrower or any other Relevant Party (excluding any Indebtedness permitted by Section 9.02), then (A) the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds thereof on the date of such issuance or incurrence to prepay Borrowings (and cash collateralize LC Exposure required to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of the issuance of incurrence thereof by an amount equal to 100% of such Net Cash Proceeds. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02that, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Default.
(iv) Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied ratably immediately after giving effect to the Loans included in the prepaid Borrowings. Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02 and any payments to the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Aggregate Revolving Commitments pursuant to this Section 3.04(b) 2.12(f), no Default or Event of -------------- Default shall have occurred or then be continuing and all other conditions for Borrowing as set forth in Section 3.2 shall be made ratably satisfied so as to entitle the ----------- Borrower to borrow at such time at least $1 under the Aggregate Revolving Commitments in accordance with each Lender’s Applicable Percentagethe terms hereof.
Appears in 1 contract
Sources: 3 Year Revolving Credit Agreement (Dollar General Corp)
Mandatory Prepayments and Commitment Reductions. Following the Effective Date (ior, in the case of clause (iv) Ifbelow, at any time, following the total Revolving Credit Exposures exceeds the Loan Limit (including, without limitation, after giving effect to a termination or any reduction end of the total Commitments pursuant to Section 2.06(b) or Section 10.02(bCertain Funds Period), or otherwise)unused outstanding Commitments shall be reduced and outstanding Advances of a Class shall be prepaid, then in each case, on a Sterling-for-Sterling basis (with amounts received in non-Sterling currencies to be converted by the Borrower shall, without notice or demand, (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains (or would remain) after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent Sterling Equivalent for purposes of this calculation) on behalf the date of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.07(j), (1) in the case of a termination or any reduction of Commitments) or within five Business Days of (in the total Commitments after giving effect to case of a termination or prepayment of Advances) receipt by any reduction member of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), immediately on the date Reporting Group of such termination or reduction and (2) in any case other than a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), within five (5) Business Days after the date that the total Revolving Credit Exposures exceeds the Loan Limit.
(ii) If, during any fiscal year of the Borrower, any Relevant Party receives Net Cash Proceeds from any Asset Sale or Recovery Event, and the amount of such Net Cash Proceeds, when combined with the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, no later than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice or in respect thereof has been delivered the case of clause (i)(y) below, Commitments) referred to in this paragraph (d) (or, in the Administrative Agent on case of clause (iv) below, as provided in such clause) by or prior to such date), (A) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in with an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (2) the total Commitments shall be reduced automatically (without any further action) on such Reinvestment Prepayment Date (to the extent otherwise required by clause (B) above) by an amount equal to the Reinvestment Prepayment Amount with respect to such Reinvestment Event.to:
(iiii) If any Indebtedness shall be issued or incurred by the Borrower or any other Relevant Party (excluding any Indebtedness permitted by Section 9.02), then (Ax) the Borrower shall apply an amount equal to 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 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 to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of the issuance of incurrence thereof by an amount equal to 100% of such Net Cash Proceeds. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Default.
(iv) Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02 and any payments to the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Commitments pursuant to this Section 3.04(b) shall be made ratably in accordance with each Lender’s Applicable Percentage.incurrence,
Appears in 1 contract
Sources: Bridge Credit Agreement
Mandatory Prepayments and Commitment Reductions. (i) If, at any time, the total Revolving Credit Exposures exceeds the Loan Limit (including, without limitation, after giving effect to a any termination or any reduction of the total Commitments Aggregate Maximum Credit Amount pursuant to Section 2.06(b2.03(b) or Section 10.02(b2.07(b)(ii), or otherwise), then the Borrower shall, without notice or demand, (A) prepay the Borrowings in an outstanding aggregate principal amount equal to such excess, and (B) if any excess remains (or would remain) after prepaying all of the Borrowings as a result of an LC ExposureLoans exceeds the Aggregate Maximum Credit Amount, pay to the Administrative Agent on behalf of Borrower shall prepay the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.07(j), (1) in the case of a termination or any reduction of the total Commitments after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), immediately Loans on the date of such termination or reduction and (2) in any case other than a termination or any reduction of an aggregate principal amount equal to the total Commitments pursuant excess, together with interest on the principal amount paid accrued to Section 2.06(b) or Section 10.02(b), within five (5) Business Days after the date that the total Revolving Credit Exposures exceeds the Loan Limitof such prepayment.
(ii) If, during any fiscal year of the Borrower, any Relevant Party receives Net Cash Proceeds from any Asset Sale or Recovery Event, and the amount of such Net Cash Proceeds, when combined with the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, no later than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice in respect thereof has been delivered to the Administrative Agent on or prior to such date), (A) the Borrower The Aggregate Maximum Credit Amount shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date automatically reduce in an amount equal to 100(A) 50% of the net cash proceeds (including condemnation and insurance proceeds) from dispositions of the Collateral or any interest in the Collateral (including farm ins) on the fifth Business Day after the receipt of such Net Cash Proceeds and proceeds, (B) an additional 50% of the total Commitments shall be reduced automatically net cash proceeds (without including condemnation and insurance proceeds) from Dispositions of the Collateral or any further actioninterest in the Collateral (including farm ins) if such proceeds are not reinvested in capital expenditures or other costs and expenses incurred for the development of the Collateral during the 360-day period after the receipt of such proceeds on such 360th day, and (C) on the date first day of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash Proceeds; providedeach September 1 and March 1 beginning September 1, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) 2009 in an amount equal to 50% of Excess Entrada Cash Flow for the Reinvestment Prepayment Amount with respect to two fiscal quarter period ending immediately before the relevant Reinvestment Event and (2) the total Commitments shall be reduced automatically (without any further action) on such Reinvestment Prepayment Date (to the extent otherwise required by clause (B) above) by an amount equal to the Reinvestment Prepayment Amount with respect to such Reinvestment Eventimmediately preceding fiscal quarter.
(iii) If Upon any Indebtedness shall be issued or incurred by redetermination of the amount of the Borrowing Base in accordance with Section 2.08, if the redetermined Borrowing Base results in a Borrowing Base Deficiency, then the Borrower or any other Relevant Party (excluding any Indebtedness permitted by Section 9.02), then shall within 30 days of receipt of written notice thereof either: (A) prepay the Loans in an aggregate principal amount equal to the Borrowing Base Deficiency, together with interest on the principal amount paid accrued to the date of such prepayment; or (B) the Borrower shall apply an amount equal to 100% notify the Administrative Agent (which will promptly notify the Lenders) in writing of the Net Cash Proceeds thereof Borrower’s election to initiate a Deficiency Period during which it will eliminate such Borrowing Base Deficiency by making six consecutive monthly Deficiency Payments, the first of such payments being due and payable with the delivery to the Administrative Agent of such notice and each of the remaining payments due and payable on the date same day of each month thereafter during the Deficiency Period; or (C) mortgage to the Lenders in a manner reasonably satisfactory to the Required Lenders additional Oil and Gas Properties sufficient to fully offset the amount of such issuance or incurrence to prepay Borrowings (Borrowing Base Deficiency and cash collateralize LC Exposure obtain an amendment to the extent that all Borrowings have been prepaid) on such date Intercreditor Agreement properly reflecting the additional Collateral reasonably satisfactory to the Administrative Agent; provided however, in the event of an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date acceleration of the issuance maturity of incurrence thereof by an amount equal to 100% of such Net Cash Proceeds. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Default.
(iv) Each prepayment of Borrowings the Notes pursuant to Section 3.04(b10.02, such acceleration shall also accelerate the maturity of all outstanding and unpaid Deficiency Payments. All payments under this subsection (iii), whether a single payment under clause (A) or monthly Deficiency Payments under clause (B), shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02 and any payments to the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining specified in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Commitments pursuant to this Section 3.04(b) shall be made ratably in accordance with each Lender’s Applicable Percentage3.03.
Appears in 1 contract
Mandatory Prepayments and Commitment Reductions. (ia) If, If at any timetime the sum of the Loans and the Letter of Credit Outstandings exceeds the lesser of the Borrowing Base and the Commitments (including at any time after any reduction of the Commitments pursuant to Section 2.5), the total Revolving Credit Exposures exceeds Borrower shall make a payment in the Loan Limit (including, without limitation, 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 a termination or any reduction prepayment of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b)Loans required by the preceding sentence, or otherwise)the sum of the Loans and Letter of Credit Outstandings exceed the lesser of the Borrowing Base and the Commitments, then the Borrower shall, without notice or demand, (A) prepay immediately cash collateralize the Borrowings then outstanding L/C Obligations in an aggregate principal amount equal to such excess, and (B) if any excess remains (or would remain) after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess upon terms reasonably satisfactory to be held as Cash Collateral as provided in Section 2.07(j), (1) in the case of a termination or any reduction of the total Commitments after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), immediately on the date of such termination or reduction and (2) in any case other than a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), within five (5) Business Days after the date that the total Revolving Credit Exposures exceeds the Loan LimitAdministrative Agent.
(ii) If, during any fiscal year of the Borrower, any Relevant Party receives Net Cash Proceeds from any Asset Sale or Recovery Event, and the amount of such Net Cash Proceeds, when combined with the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, no later than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice in respect thereof has been delivered to the Administrative Agent on or prior to such date), (A) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (2) the total Commitments shall be reduced automatically (without any further action) on such Reinvestment Prepayment Date (to the extent otherwise required by clause (B) above) by an amount equal to the Reinvestment Prepayment Amount with respect to such Reinvestment Event.
(iiia) If at any Indebtedness shall be issued or incurred by time the Borrower or any other Relevant Party (excluding Subsidiary shall receive any Indebtedness cash proceeds of any casualty or condemnation in excess of $2,000,000 permitted by Section 9.028.6(c), then such proceeds shall be deposited with the Administrative Agent who shall hold such proceeds in a cash collateral account reasonably satisfactory to it. From time to time upon request, the Administrative Agent will release such proceeds to 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 (Asubject 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 an amount equal any amounts in the cash collateral account to 100% the repayment of the Net Cash Proceeds thereof on the date of such issuance or incurrence to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of the issuance of incurrence thereof by an amount equal to 100% of such Net Cash Proceeds. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of DefaultLoans.
(ivb) Each prepayment If the daily balance of Borrowings pursuant to Section 3.04(b) shall be applied ratably to cash and Cash Equivalents of the Loans included Borrower and its Domestic Subsidiaries for each day in any 179 consecutive day period is in excess of $30,000,000 in the prepaid Borrowings. Prepayments pursuant to Section 3.04(b) aggregate, the Borrower shall be accompanied by accrued interest to the extent required by Section 3.02 and any payments to the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be appliedimmediately prepay in full all Loans, firstif any, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstandingthe Borrower agrees that immediately after such prepayment and immediately after any repurchase or redemption of the Senior Unsecured Notes permitted under Section 8.18(b)(v), to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the Borrower and its Domestic Subsidiaries shall have at least number of days remaining $5,000,000 in the Interest Period applicable thereto aggregate of unrestricted cash and ending with the Eurodollar Borrowing with the most number Cash Equivalents.
(c) The provisions of days remaining this Section 2.10 shall not be in the Interest Period applicable thereto. Each reduction derogation of any other covenant or obligation of the total Commitments pursuant Borrower and its Subsidiaries under the Loan Documents and shall not be construed as a waiver of, or a consent to this Section 3.04(b) shall be made ratably in accordance with each Lender’s Applicable Percentagedeparture from, any such covenant or obligation.
Appears in 1 contract
Mandatory Prepayments and Commitment Reductions. (ia) If, at If after the Closing Date any timeCapital Stock shall be sold or issued by Holdings, the total Revolving Credit Exposures exceeds the Loan Limit Company or any of its Subsidiaries (including, without limitation, after giving effect 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 termination or any reduction part of the total Commitments pursuant to Section 2.06(b) or Section 10.02(bconsideration for the Exchange Offer and the Merger), or otherwise), then the Borrower shall, without notice or demand, (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains (or would remain) after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.07(j), (1) in the case of a termination or any reduction 50% of the total Commitments after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), immediately on the date of such termination or reduction and (2) in any case other than a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), Net Cash Proceeds thereof shall be applied within five (5) three Business Days after the date that of receipt of such Net Cash Proceeds toward the total prepayment of the Term Loans and Acceptances and the reduction of the Revolving Credit Exposures exceeds the Loan LimitCommitments as set forth in Section 6.3(e).
(iib) IfIf after the Closing Date any Indebtedness shall be issued or incurred by Holdings, during the Company or any fiscal year of its Subsidiaries (excluding any Indebtedness (other than Indebtedness evidenced by High Yield Notes) incurred in accordance with Section 10.2 as in effect on the date of this Agreement), an amount equal to 100% of the BorrowerNet Cash Proceeds thereof shall be applied 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 Relevant Party receives 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 6.3(f). If after the Closing Date the Canadian Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, and the amount of such Net Cash Proceeds, when combined with the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, no later than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice in respect thereof has been delivered to the Administrative Agent on or prior to such date), (A) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically applied on such date 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). Notwithstanding the foregoing, (without any further actioni) on no such prepayment or reduction shall be required in respect of Asset Sales for which the date of receipt of such Net Cash Proceeds by an amount equal in any fiscal year aggregate up to 100% (but do not exceed) $5,000,000 (in the 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 Net Cash ProceedsAsset Sale and Recovery Event; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayments and reductions required by Section 6.3(f) or 6.3(g), as applicable; and provided, further, that no Reinvestment Notice shall be required in respect of Asset Sales for which no prepayment is required pursuant to the foregoing clause (i) of this sentence.
(d) If, for any fiscal year of Holdings commencing with the fiscal year ending August 31, 1999, Holdings shall have Excess Cash Flow (calculated without taking into account the Canadian Borrower and its Subsidiaries), the Company shall, on the relevant Excess Cash Flow Application Date, apply 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 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 reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of Holdings referred to in Section 9.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (2ii) the total Commitments 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 automatically (without any further action) on by the amount of the negative Excess Cash Flow of the other such Reinvestment Prepayment Date (to the extent otherwise required by clause (B) above) by an amount equal to the Reinvestment Prepayment Amount with respect to Person for such Reinvestment Eventfiscal year.
(iiie) If any Indebtedness Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 6.3(a) or 6.3(b) shall be issued or incurred by applied, first, to the Borrower or 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 other Relevant Party (excluding any Indebtedness permitted by prepayment made pursuant to Section 9.02), then (A6.3(b) the Borrower shall apply an amount equal to 100% of with the Net Cash Proceeds thereof on of the date of such issuance or incurrence High Yield Offering shall be applied, first, to prepay Borrowings the Tranche B-1 Term Loans and the Tranche C-1 Term Loans, ratably in accordance with the outstanding amounts thereof (and cash collateralize LC Exposure or, if the High Yield Offering is consummated prior to the extent that all Borrowings have been prepaidMerger Date, such amount shall be applied to permanently reduce the Tranche B-1 Term Loan Commitments and the Tranche C-1 Term Loan Commitments) on and, second, in accordance with the preceding sentence. Any such date in an amount equal to 100% reduction of such Net Cash Proceeds and (B) the total Revolving Credit Commitments shall be reduced automatically 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 (without because L/C Obligations constitute a portion thereof), the Company shall not be required to reduce any further action) 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 issuance of incurrence thereof by an amount equal to 100% of such Net Cash Proceeds. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Default.
Loans (iv) Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied ratably to the Loans included except in the prepaid Borrowings. Prepayments pursuant to Section 3.04(bcase of Revolving Credit Loans that are Base Rate Loans) shall be accompanied by accrued interest to the extent required by Section 3.02 date of such prepayment on the amount prepaid.
(f) Amounts to be applied in connection with prepayments and any payments to the extent required by Section 5.02. Each prepayment of Borrowings reductions made pursuant to Section 3.04(b6.2(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 to any ABR Borrowings then outstandingin accordance with the respective outstanding amounts of the Facilities, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each reduce permanently the Revolving Credit Commitments. Any such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total 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. 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.
(g) 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 shall be accompanied by accrued interest to the date of 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 3.04(b) 6.3 shall be made ratably applied to reduce the then remaining installments of the Term Loans under the relevant Facility, pro rata based upon the then remaining outstanding principal amount of such installments.
(i) Notwithstanding anything in accordance Section 6.2(a), Section 6.3(e) or Section 6.3(f) to the contrary and provided that there are Tranche A Term Loans and/or Total Aggregate Canadian Term Loan Outstandings then outstanding, with each Lender’s Applicable Percentage.respect to the amount of any optional prepayment described in Section 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. (ia) If, If at any timetime the sum of the Loans and the Letter of Credit Outstandings exceeds the Commitments (including at any time after any reduction of the Commitments pursuant to Section 2.5), the total Revolving Credit Exposures exceeds Borrower shall make a payment in the Loan Limit (including, without limitation, 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 a termination or any reduction prepayment of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b)Loans required by the preceding sentence, or otherwise)the sum of the Loans and Letter of Credit Outstandings exceed the Commitments, then the Borrower shall, without notice or demand, (A) prepay immediately cash collateralize the Borrowings then outstanding L/C Obligations in an aggregate principal amount equal to such excess, and (B) if any excess remains (or would remain) after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess upon terms reasonably satisfactory to be held as Cash Collateral as provided in Section 2.07(j), (1) in the case of a termination or any reduction of the total Commitments after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), immediately on the date of such termination or reduction and (2) in any case other than a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), within five (5) Business Days after the date that the total Revolving Credit Exposures exceeds the Loan LimitAdministrative Agent.
(ii) If, during any fiscal year of the Borrower, any Relevant Party receives Net Cash Proceeds from any Asset Sale or Recovery Event, and the amount of such Net Cash Proceeds, when combined with the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, no later than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice in respect thereof has been delivered to the Administrative Agent on or prior to such date), (A) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (2) the total Commitments shall be reduced automatically (without any further action) on such Reinvestment Prepayment Date (to the extent otherwise required by clause (B) above) by an amount equal to the Reinvestment Prepayment Amount with respect to such Reinvestment Event.
(iiib) If at any Indebtedness shall be issued or incurred by time the Borrower or any other Relevant Party (excluding Subsidiary shall receive any Indebtedness cash proceeds of any casualty or condemnation in excess of $2,000,000 permitted by Section 9.028.6(c), then such proceeds shall be deposited with the Administrative Agent who shall hold such proceeds in a cash collateral account reasonably satisfactory to it. From time to time upon request, the Administrative Agent will release such proceeds to 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 (Asubject 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 an amount equal any amounts in the cash collateral account to 100% the repayment of the Net Cash Proceeds thereof on the date of such issuance or incurrence to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of the issuance of incurrence thereof by an amount equal to 100% of such Net Cash Proceeds. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of DefaultLoans.
(ivc) Each prepayment If the daily balance of Borrowings pursuant to Section 3.04(b) shall be applied ratably to cash and Cash Equivalents of the Loans included Borrower and its Domestic Subsidiaries for each day in any 179 consecutive day period is in excess of $30,000,000 in the prepaid Borrowings. Prepayments pursuant to Section 3.04(b) aggregate, the Borrower shall be accompanied by accrued interest to the extent required by Section 3.02 and any payments to the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be appliedimmediately prepay in full all Loans, firstif any, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstandingthe Borrower agrees that immediately after such prepayment and immediately after any repurchase or redemption of the Senior Unsecured Notes permitted under Section 8.18(b)(iv), to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the Borrower and its Domestic Subsidiaries shall have at least number of days remaining $5,000,000 in the Interest Period applicable thereto aggregate of unrestricted cash and ending with the Eurodollar Borrowing with the most number Cash Equivalents.
(d) The provisions of days remaining this Section 2.10 shall not be in the Interest Period applicable thereto. Each reduction derogation of any other covenant or obligation of the total Commitments pursuant Credit Parties and their Subsidiaries under the Loan Documents and shall not be construed as a waiver of, or a consent to this Section 3.04(b) shall be made ratably in accordance with each Lender’s Applicable Percentagedepart from, any such covenant or obligation.
Appears in 1 contract
Mandatory Prepayments and Commitment Reductions. (a) In addition to any optional payments of principal of the Loans effected under SECTIONS 2.07, 3.07, 4.07, and 5.07, the Borrowers shall make, or shall cause the applicable Subsidiary to make, prepayments in the manner set forth in subsection (b) below in amounts equal to (i) If, at any time, the total Revolving Credit Exposures exceeds the Loan Limit one hundred percent (including, without limitation, after giving effect to a termination or any reduction 100%) of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b)first $150,000,000 in aggregate Net Proceeds from Debt Offerings and Permitted Asset Securitizations permitted under SECTION 10.13, or otherwise), then the Borrower shall, without notice or demandcollectively, (Aii) prepay fifty percent (50%) of the Borrowings aggregate Net Proceeds above $150,000,000 in an aggregate principal amount equal to such excessfrom Debt Offerings and Permitted Asset Securitizations permitted under SECTION 10.13, collectively, and (Biii) if any excess remains one hundred percent (or would remain100%) after prepaying all of the Borrowings as a result Net Proceeds above $50,000,000 in aggregate Net Proceeds from Asset Dispositions permitted under SECTION 10.04(b)(i) and (ii).
(b) All mandatory prepayments made pursuant to this SECTION 9.17 shall (i) be made pro rata (such pro rata determination based on the Applicable Total Facility Commitment of an LC Exposure, pay each Facility) among the Facilities to the Administrative Applicable Facility Agent on behalf for the benefit of the Applicable Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.07(j), within ten (110) in the case Business Days of a termination or any reduction of the total Commitments after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), immediately on the date receipt of such termination or reduction proceeds and (2) in any case other upon not less than a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), within five (5) Business Days after Days' written notice to the date that Applicable Facility Agents, which notice shall include a certificate of an Authorized Representative setting forth in reasonable detail the total Revolving Credit Exposures exceeds the Loan Limit.
(ii) If, during any fiscal year of the Borrower, any Relevant Party receives Net Cash Proceeds from any Asset Sale or Recovery Event, and calculations utilized in computing the amount of such Net Cash Proceedsprepayments, when combined with and (ii) permanently reduce the aggregate Applicable Total Facility Commitment of the Facility to which payment is made by the amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, no later than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice in respect thereof has been delivered to the Administrative Agent on or prior to such date), payment; provided that (A) the Borrower Total US Facility Commitment shall apply such Net Cash Proceeds to prepay Borrowings (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 9.17 and cash collateralize LC Exposure to the extent all amounts that all Borrowings would have been prepaid) on such date in an amount equal applied to 100% of such Net Cash Proceeds and (B) permanently reduce the total Commitments shall be reduced automatically (without any further action) on the date of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (2) the total Commitments shall be reduced automatically (without any further action) on such Reinvestment Prepayment Date (to the extent otherwise required by Total US Facility Commitment but for this clause (B) above) by an amount equal to the Reinvestment Prepayment Amount with respect to such Reinvestment Event.
(iii) If any Indebtedness shall be issued or incurred by the Borrower or any other Relevant Party (excluding any Indebtedness permitted by Section 9.02), then (A) the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds thereof on the date of such issuance or incurrence to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of the issuance of incurrence thereof by an amount equal to 100% of such Net Cash Proceeds. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Default.
(iv) Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied ratably 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 this SECTION 9.17, such mandatory prepayments shall be applied to the US Term Loans included 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 prepaid Borrowings. Prepayments pursuant to Section 3.04(b) 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 mandatory prepayments shall be accompanied by accrued interest applied to the extent 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).
(c) The Applicable Facility Agent shall give each Applicable Lender, within one (1) Business Day, telefacsimile notice of each notice of prepayment required by Section 3.02 and any payments to the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Commitments pursuant to this Section 3.04(b) shall be made ratably in accordance with each Lender’s Applicable PercentageSECTION 9.17.
Appears in 1 contract
Mandatory Prepayments and Commitment Reductions. (ia) If, If at any timetime the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the total Borrowers shall immediately repay Swingline Loans and Revolving Credit Exposures exceeds the Loan Limit (including, without limitation, after giving effect to a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b), or otherwise), then the Borrower shall, without notice or demand, (A) prepay the Borrowings Loans in an aggregate principal amount equal to such excess, together with all accrued and (B) if unpaid interest on such excess amount and any excess remains (or would remain) amounts due under Section 2.19. Each prepayment of 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 prepaying giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Borrowings as a result Aggregate Revolving Commitment Amount, the Borrowers shall deposit in an account with the Administrative Agent, in the name of an LC Exposure, pay to the Administrative Agent on behalf and for the benefit of the Lenders Lenders, an amount in cash equal to such excess plus any accrued and unpaid fees thereon to be held as Cash Collateral as provided collateral for the Aggregate LC Exposure and any other remaining Obligations. Such account shall be administered in accordance with Section 2.07(j2.23(g) hereof.
(b) Subject to Section 2.12(d), (1) in the case event and on each occasion that any Net Proceeds are received by or on behalf of a termination any Borrower or its respective Subsidiaries in respect of any reduction of the total Commitments after giving effect to a termination Debt Issuance or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b)Equity Issuance, immediately on the date of such termination or reduction and (2) in any case other than a termination or any reduction of the total Commitments pursuant to Section 2.06(b) or Section 10.02(b)Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay any Loans then owing by it in an aggregate amount equal to (i) in the date case of any Debt Issuance, one hundred percent (100%) of such Net 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 total 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 required pursuant to this Section 2.12(b) in respect of such Net Proceeds from such Equity Issuance (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 shall not have 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 all such Loans, the Revolving Credit Exposures Exposure of all Lenders in respect of the Bay Gas LC Commitment (in the case of the Subsidiary Borrower) exceeds the Loan LimitBay 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 collateral for the Aggregate LC Exposure in 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). Such account shall be administered in accordance with Section 2.23(g) hereof.
(iic) IfSubject to Section 2.12(d), during in the event and on each occasion that any fiscal year Net Proceeds are received by or on behalf of any Borrower or its respective Subsidiaries in respect of any Asset Sale, such Borrower shall, 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 Parent Borrower shall deliver, within such five (5) Business Days, to the Administrative Agent a certificate of the BorrowerParent Borrower to the effect that the Parent Borrower and its Subsidiaries intend to apply the Net Proceeds from such Asset Sale (or a portion thereof as specified in such certificate) within 180 days after receipt of such 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 Relevant Party receives such Net Cash Proceeds from 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 all such Loans, the Revolving Credit 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 collateral for the Aggregate LC Exposure in 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). Such account shall be administered in accordance with Section 2.23(g) hereof.
(d) Notwithstanding the foregoing Sections 2.12(b) and (c), 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 Recovery EventAsset Sale, and 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 required to be made pursuant to this Section 2.12 in respect of such Debt Issuance, Equity Issuance or Asset Sale, or that would be required to be made in respect of such Debt Issuance, 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 with respect to mandatory prepayments made pursuant to Section 2.12(d) as a result of any Debt Issuance by Mobile Gas. The total amount of such Net Cash Proceeds, when combined with reductions shall be allocated on a pro rata basis among the aggregate amount respective amounts of all Net Cash Proceeds received the 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 all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, then, this Section 2.12 to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, 12:00 noon not less than three (3) Business Days following receipt of such Net Cash Proceeds (unless a Reinvestment Notice in respect thereof has been delivered to the Administrative Agent on or prior to such date), (A) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on such date in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of receipt any prepayment, and (ii) in the case of such Net Cash Proceeds by an amount equal to 100% prepayment of such Net Cash Proceeds; providedany Base Rate Borrowing, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, 12:00 noon not less than one (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure Business Day prior to the extent that all Borrowings have been prepaid) in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (2) the total Commitments shall be reduced automatically (without any further action) on such Reinvestment Prepayment Date (to the extent otherwise required by clause (B) above) by an amount equal to the Reinvestment Prepayment Amount with respect to such Reinvestment Event.
(iii) If any Indebtedness shall be issued or incurred by the Borrower or any other Relevant Party (excluding any Indebtedness permitted by Section 9.02), then (A) the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds thereof on the date of such issuance or incurrence to prepay Borrowings (prepayment. Each such notice shall be irrevocable and cash collateralize LC Exposure to shall specify the extent that all Borrowings have been prepaid) on such proposed date in an amount equal to 100% of such Net Cash Proceeds prepayment and (B) the total Commitments 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 reduced automatically (without any further action) due and payable on the date of designated in such notice, together with accrued interest to such date on the issuance of incurrence thereof by an amount equal to 100% of such Net Cash Proceeds. Nothing so prepaid as provided in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Default2.12(g) below.
(ivg) Each The Borrowers agree to pay all accrued and unpaid interest on all amounts prepaid pursuant to the requirements of this Section 2.12, together with any amounts due in respect of such prepayment of Borrowings pursuant to Section 3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02 and any payments to the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Commitments pursuant to this Section 3.04(b) shall be made ratably in accordance with each Lender’s Applicable Percentage2.19.
Appears in 1 contract
Sources: Credit Agreement (Energysouth Inc)
Mandatory Prepayments and Commitment Reductions. (a) If any Capital Stock shall be issued by Holdings on any date (other than issuances (a) to the Sponsor and its Control Investment Affiliates, (b) to management, employees, directors or consultants of Holdings or any of its Subsidiaries pursuant to any employee stock option or stock purchase plan or other employee benefit plan in existence from time to time, or (c) to other Persons to the extent the proceeds of such issuances are (i) If, at any time, the total Revolving Credit Exposures exceeds the Loan Limit concurrently applied to fund Permitted Acquisitions or (including, without limitation, after giving effect ii) utilized to a termination or any reduction increase permitted Net Cash Investment Costs pursuant to clause (B)(iii) of the total Commitments pursuant proviso to Section 2.06(b) or Section 10.02(b8.7(b)), or otherwise), then the Borrower shall, without notice or demand, (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains (or would remain) after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.07(j), (1) in the case of a termination or any reduction 50% of the total Commitments after giving effect to Net Cash Proceeds thereof shall be applied (unless a termination or any reduction of the total Commitments pursuant to Section 2.06(bReinvestment Notice shall be delivered in respect thereof) or Section 10.02(b), immediately on the date of such termination or reduction issuance toward the prepayment of the Term Loans and (2) in any case other than a termination or any the reduction of the total Revolving Commitments pursuant as set forth in Section 4.2(f); provided that (i) no such application of Net Cash Proceeds shall be required if, at the time of such issuance of Capital Stock, the Borrower’s Consolidated Leverage Ratio is less than 2.50:1.00 and (ii) notwithstanding the foregoing, 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 Commitments as set forth in Section 2.06(b) or Section 10.02(b4.2(f), within five (5) Business Days after the date that the total Revolving Credit Exposures exceeds the Loan Limit.
(iib) IfIf any Indebtedness shall be incurred by any Group Member (other than Excluded Indebtedness), during any fiscal year an amount equal to 100% of the Borrower, Net Cash Proceeds thereof 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(f).
(c) If on any Relevant Party receives date any Group Member shall receive Net Cash Proceeds from any Asset Sale (including sales or issuances of Capital Stock of the Borrower or any of its Subsidiaries) or Recovery Event, and the amount Event in excess of such Net Cash Proceeds, when combined with the aggregate amount of all Net Cash Proceeds received by all Relevant Parties from Asset Sales and Recovery Events during such fiscal year, exceeds $5,000,000, 500,000 then, no later than three (3) Business Days following receipt of unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds (unless a Reinvestment Notice in respect thereof has been delivered to the Administrative Agent on or prior to such date), (A) the Borrower shall apply such Net Cash Proceeds to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in an amount equal to 100% of such Net Cash Proceeds and (B) the total Commitments shall be reduced automatically (without any further action) on the date of receipt of such Net Cash Proceeds by an amount equal to 100% of such Net Cash ProceedsSection 4.2(f); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, (1) the Borrower shall prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) in 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 Commitments as set forth in Section 4.2(f).
(d) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2007, there shall be positive 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 Commitments as set forth in Section 4.2(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 after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (2ii) the total Commitments date such financial statements are actually delivered.
(e) If on any date a Group Member shall receive Net Cash Proceeds from any Allotted Disposition, then, unless a Reinvestment Notice shall be reduced automatically (without any further action) delivered in respect thereof, 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 Commitments as set forth in Section 4.2(f); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date (to the extent otherwise required by clause (B) above) by Date, an amount equal to the Reinvestment Prepayment Amount with respect to such the relevant Reinvestment EventEvent shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(f).
(iiif) If any Indebtedness Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 4.2 shall be issued or incurred applied, first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower or any other Relevant Party (excluding any Indebtedness permitted by Section 9.02)shall, then (A) the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds thereof on the date of such issuance or incurrence to prepay Borrowings (and cash collateralize LC Exposure to the extent that all Borrowings have been prepaid) on of the balance of such date in excess, replace outstanding Letters of Credit and/or deposit an amount equal 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 100% the Administrative Agent. The application of such Net Cash Proceeds and (B) the total Commitments any prepayment pursuant to Section 4.2 shall be reduced automatically (without any further action) on the date of the issuance of incurrence thereof by an amount equal made, first, to 100% of such Net Cash ProceedsBase Rate Loans and, second, to Eurodollar Loans. Nothing in this paragraph is intended to permit any Relevant Party to incur Indebtedness other than as permitted under Section 9.02, and any such incurrence of Indebtedness shall be a violation of Section 9.02 and shall constitute an Event of Default.
(iv) Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied ratably to the Loans included under Section 4.2 (except in the prepaid Borrowings. Prepayments pursuant to Section 3.04(bcase of Revolving Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the extent required date of such prepayment on the amount prepaid.
(g) Notwithstanding the foregoing, upon its receipt of the proceeds of the Term Loans, Borrower shall apply a portion of such proceeds sufficient to (i) prepay in full the Existing Term Loans, (ii) pay all accrued and unpaid interest and fees, if any, on all Existing Term Loans held by Section 3.02 Existing Lenders that are not Continuing Lenders, (iii) pay to each Existing Lender that is not a Continuing Lender all amounts then due and any payments owing as a result of the prepayment of such Lender’s Existing Term Loans and (iv) pay all other Obligations then due and owing to the extent required by Section 5.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be appliedExisting Lenders, firstin their capacity as such, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with under the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Each reduction of the total Commitments pursuant to this Section 3.04(b) shall be made ratably in accordance with each Lender’s Applicable PercentageOriginal Credit Agreement.
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Sources: Credit Agreement (Protection One Alarm Monitoring Inc)