Mandatory Prepayments and Commitment Reductions. (a) (i) Subject to the last paragraph of this Section 5.02(a) and subject to the Intercreditor Agreement, on or prior to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 2021, the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to be applied as set forth in Section 5.02(a)(ix); provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is (x) equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made).
Appears in 2 contracts
Sources: Credit Agreement (ARKO Corp.), Credit Agreement (ARKO Corp.)
Mandatory Prepayments and Commitment Reductions. (a) If, after the Closing Date, any Capital Stock or Indebtedness shall be issued or incurred by Holdings, the Borrower or any of its Subsidiaries (other than Excluded Capital Stock and Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 4.8(b).
(b) If on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within three Business Days after receipt of such Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 4.8(b); provided, that, notwithstanding the foregoing, (i) Subject the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $20,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the last paragraph of this Section 5.02(a) and subject Reinvestment Prepayment Amount with respect to the Intercreditor Agreementrelevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 4.8(b).
(c) If, on or prior to the tenth (10th) Business Day after the date on which for any fiscal year of the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending on or about December 31, 20212002 (which for such fiscal year ending on or about December 31, 2002 shall include only the period beginning on or about September 30, 2002 and ending on or about December 31, 2002), there shall be more than $2,500,000 of Excess Cash Flow, the Borrower shall prepay shall, on the relevant Excess Cash Flow Application Date, apply toward the prepayment of the Term Loans as set forth in Section 4.8(b) an amount equal to: (A1) fifty percent (50%) the ECF Percentage of Consolidated such Excess Cash Flow (if any) for such fiscal year, to be applied as set forth in Section 5.02(a)(ix); provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is (x) equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made).minus
Appears in 1 contract
Sources: Credit Agreement (Jondex Corp)
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(g), the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay out-standing Note Repurchase Loans in accordance with Section 2.13(d); 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) Subject to the last paragraph of this Section 5.02(a) and subject to the Intercreditor Agreement, on or prior to the tenth (10th) Business Day 120 days after the date on which end of each fiscal year of the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Date”)Parent Borrower, commencing with the fiscal year ending December 31on September 30, 20211998, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Parent Borrower shall prepay the outstanding Note Repurchase Loans in accordance with Sec-tion 2.13(d) in an aggregate principal amount equal to: to 75% (A) fifty percent (or, if at such time the aggregate principal amount of outstanding Note Repurchase Loans is less than $100,000,000, 50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to be applied as set forth in Section 5.02(a)(ix); provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is (x) equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year then ended.
(c) In the event that any Borrower or any Guarantor shall receive Net Cash Proceeds from the issuance of Indebtedness for money borrowed of any Borrower or any Subsidiary (other than Indebtedness for money borrowed permitted pursuant to Section 6.01(i) or Section 6.01(n)), the Borrowers shall, substantially simultaneously with (and in which any event not later than the third Business Day next following) the receipt of such payment Net Cash Proceeds, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Note Repurchase Loans in accordance with Section 2.13(d); provided, however, that no such prepayment shall be required until the September 30 that is madeimmediately 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) Mandatory prepayments of outstanding Note Repurchase Loans under this Agreement shall be applied pro rata against the remaining scheduled installments of principal due in respect of the Note Repurchase Loans under Sections 2.12(a).
(e) In the event that, upon the occurrence of any event described in Section 2.13(a), no Note Repurchase Loans are outstanding (or the amount required to be applied pursuant to such Section exceeds the aggregate principal amount of outstanding Note Repurchase Loans), Revolving Credit Commitments shall be reduced pro rata by the amount of the prepayment that would have been required in respect of Note Repurchase Loans had there been Note Repurchase Loans outstanding (after giving effect to any prepayment 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(e) 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(e), the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.
(f) 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.
(g) If following any reduction of the Total Revolving Credit Commitment pursuant to Section 2.13(e) and any payments required pursuant to Section 2.13(f), the Total Revolving Credit Commitment is less than the L/C Exposure, the Borrowers shall, on the date of such reduction, replace out-standing 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 the amount that the L/C Exposure exceeds the Total Revolving Credit Commitment upon such date of reduction.
(h) Amounts to be applied pursuant to this Section 2.13 to the pre-payment of Loans shall be applied, as applicable, first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall, at the option of the Parent Borrower, be applied to prepay Eurodollar Loans immediately and/or shall be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account (i) allocable to Note Repurchase Loans to prepay Eurodollar Note Repurchase Loans and (ii) allocable to Revolving Loans to prepay Eurodollar Revolving Loans, in each case on the last day of their respective Interest Periods (or, at the direction of the Parent Borrower, on any earlier date) until all outstanding Note Repurchase 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 Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (h). 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 Note Repurchase 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.
Appears in 1 contract
Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied within ten (10) Business Days after the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d).
(b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event in excess of $5,000,000 in the aggregate in any fiscal year then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within ten (10) Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, (i) Subject no prepayment under this Section 2.11(b) shall be required to the last paragraph of this Section 5.02(a) and subject extent that, prior to or after giving effect to the Intercreditor Agreementprepayment, on or the Total Leverage Ratio, recomputed as at the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available and using Indebtedness as of the date of, and after giving effect to, such prepayment, is less than 2.5 to 1.0; (ii) within ten (10) Business Days after 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 as set forth in Section 2.11(d); and (iii) in the event Borrower changes its fiscal year, the measurement period for the $5,000,000 threshold shall be the trailing twelve month period ending immediately prior to the tenth commencement of the new fiscal year, and thereafter such new fiscal year, but in no event will Net Cash Proceeds received prior to the Closing Date be counted against the $5,000,000 threshold.
(10thc) If, for any fiscal year of the Borrower commencing with the 2012 fiscal year, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the excess of (x) 50% of such Excess Cash Flow over (y) any optional prepayments of the Term Loans during such fiscal year toward the prepayment of the Term Loans as set forth in Section 2.11(d); provided that no prepayment under this Section 2.11(c) shall be required to the extent that, prior to or after giving effect to the prepayment, the Total Leverage Ratio, recomputed as at the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available and using Indebtedness as of the date of, and after giving effect to, such prepayment, is less than 2.5 to 1.0. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) Business Day Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to deliver a Compliance Certificate be delivered to the Lenders and (ii) the date such financial statements are actually delivered.
(d) Amounts to be applied in connection with prepayments made pursuant to Section 9.01(d)(iii) (2.11 shall be applied to the “ECF Payment Date”), commencing with prepayment of the fiscal year ending December 31, 2021, the Borrower shall prepay the Term Loans in an amount equal to: (A) fifty percent (50%) accordance with Section 2.17(b). The application of Consolidated Excess Cash Flow (if any) for such fiscal year, to be applied as set forth in Section 5.02(a)(ix); provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due2.11 shall be made, the Total Leverage Ratio as of the last day of such fiscal year is (x) equal first, to 0.50x less than the applicable Closing Date Leverage RatioABR Loans and, then the Borrower shall prepay the Loans in an amount equal second, to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary Eurodollar Loans. Each prepayment of the Loans (under Section 2.11 shall be accompanied by accrued interest to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end date of such fiscal year and before prepayment on the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made)amount prepaid.
Appears in 1 contract
Sources: Credit Agreement (Allscripts-Misys Healthcare Solutions, Inc.)
Mandatory Prepayments and Commitment Reductions. (a) (i) Subject to the last paragraph of this Section 5.02(a) and subject to the Intercreditor Agreement), on or prior to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii9.01(e)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 20212020 (with regard to the fiscal year ending December 31, 2020, solely for the period from the Closing Date until December 31, 2020), the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to be applied as set forth in Section 5.02(a)(ix); provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is (x) less than or equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio2.50:1.00, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (other than revolving credit loans) (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) ), including the Blue Torch Loans or 2022-II Supplemental DDTLs, made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made);.
Appears in 1 contract
Sources: Credit Agreement (Grindr Inc.)
Mandatory Prepayments and Commitment Reductions. (a) The Borrower ----------------------------------------------- shall make mandatory prepayment of the Term Loan and permanent reductions in the Aggregate Total Commitment and the Aggregate Revolving Credit Commitment in amounts equal to the following:
(i) Subject commencing with the Borrower's fiscal year ending December 31, 2001, seventy five percent (75%) of the Excess Cash Flow for each fiscal year of the Borrower to the last paragraph of this Section 5.02(a) and subject to the Intercreditor Agreement, be paid on or prior to before the tenth earlier of (10thA) Business Day after the date on which the Agent receives the annual audit report required by Section 6.1(a) with respect to such fiscal year and (B) the date the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 2021, the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) such financial statements for such fiscal year, to be applied as set forth in Section 5.02(a)(ix); provided, however, ----------------- that if, no mandatory prepayment or Commitment reduction shall be made under this Section 2.9(a)(i) with respect to any fiscal year of the Borrower for which the year-end Total Leverage Ratio is less than 2.5 to 1.0;
(ii) concurrently with the receipt thereof by the Borrower or any of its Subsidiaries, 100% of the aggregate Net Available Proceeds realized upon any Asset Disposition, to the extent the Net Available Proceeds realized for such Asset Disposition, when added to the Net Available Proceeds realized upon other Asset Dispositions in which a the same fiscal year of the Borrower exceed $500,000; provided, however, -------- ------- that no mandatory prepayment or Commitment reduction shall be made under this Section 2.9 to the extent that, the facts and amount of such Asset Dispositions are disclosed as required by Section 6.1(iv) and, within 360 days after the receipt of the Net Available Proceeds, the Borrower applies such Net Available Proceeds towards the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long- term assets, in each case, in the same or a similar line of business as the Borrower was engaged in on the date hereof; and
(iii) concurrently with the receipt thereof by the Borrower or any Subsidiary of the Borrower, 100% of the net proceeds realized upon the sale or series of sales or issuance of (A) any common stock, preferred stock, partnership interest, limited liability company membership interest, warrant or other equity (whether through a public offering or a private sale) by the Borrower or such Subsidiary or (B) any Indebtedness not permitted by Section 6.11 (other than net proceeds resulting from the refinancing of the Senior Subordinated Notes on terms and conditions satisfactory to the Lenders).
(b) Mandatory prepayments payable under this Section 2.9 shall be applied to the extent thereof in the following order:
(i) first, to installments of the Term Loan due in the inverse order of maturity; and
(ii) second, after payment in full of the Term Loan, then to reduction of the Aggregate Revolving Credit Commitment.
(c) Any prepayment of the Term Loan or any reduction in the Aggregate Revolving Credit Commitment pursuant to this Section 5.02(a)(i) is 2.9 or otherwise dueshall ratably reduce, as applicable, the Total Leverage Ratio as amounts outstanding under the Term Loan Commitment and the Revolving Credit Commitment of the last day of such fiscal year is (x) equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made)each Lender.
Appears in 1 contract
Sources: Credit Agreement (Luiginos Inc)
Mandatory Prepayments and Commitment Reductions. (a) (i) Subject to the last paragraph of this Section 5.02(a(iii) and subject to the Intercreditor Agreementbelow, on or prior the ninetieth day following the end of each fiscal year of the Company, the Borrowers shall reduce the aggregate amount of the Credit Exposures by an amount equal to 50% of Excess Cash Flow for such fiscal year (or, in the tenth (10th) Business Day after case of the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Date”), commencing with the first fiscal year ending December 31after the Effective Date, 2021, the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) % of Consolidated Excess Cash Flow (if any) for such the final two fiscal year, to be applied as set forth in Section 5.02(a)(ix); provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day quarters of such fiscal year is taken as one period).
(xii) equal Subject to 0.50x less than paragraph (iii) below, within two Business Days (or 15 Business Days in the applicable Closing Date Leverage Ratiocase of a Foreign Subsidiary) after receipt by the Company or any Subsidiary of Net Cash Proceeds in respect of any Prepayment Event, then the Borrower Borrowers shall prepay reduce the Loans aggregate amount of the Credit Exposures in an amount equal to twenty-five percent 50% of such Net Cash Proceeds. Each such reduction shall be required to be made on a date designated by the Company by notice to the Administrative Agent in accordance with Section 2.11 and in any event no later than the second Business Day (25%or 15th Business Day, as applicable) following the date of Consolidated receipt of such Net Cash Proceeds (or, in the case of receipt of Major Casualty Proceeds, the date of termination of the applicable reinvestment period); PROVIDED that if the Net Cash Proceeds in respect of any Prepayment Event constituting a Debt Incurrence or an Equity Issuance are less than $1,500,000, no such reduction shall be required until the amount of such Net Cash Proceeds, together with the amount of all other similar Net Cash Proceeds in respect of which no reduction under this subsection shall have theretofore been made, are equal to at least $1,500,000.
(iii) Notwithstanding the foregoing, the Borrowers shall not be required to comply with paragraphs (i) and (ii) above with respect to the first $77,000,000 of Excess Cash Flow and Net Cash Proceeds received by the Company or any Subsidiary after May 9, 2002.
(if anyiv) for such fiscal yearWithin two Business Days of the occurrence of any Prepayment Event (or ten Business Days in the case of a Prepayment Event involving a Foreign Subsidiary), or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) deliver to the extent not funded with Administrative Agent a calculation in reasonable detail of the proceeds Net Cash Proceeds of Indebtedness (such Prepayment Event, in form and scope reasonably satisfactory to the extent funded Administrative Agent and with such further detail as the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made)Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Term Loan and Revolving Credit Agreement (Foster Wheeler LTD)
Mandatory Prepayments and Commitment Reductions. (a) On or before November 30, 2000, Borrower shall make a mandatory prepayment of the Obligations in an amount sufficient to reduce the aggregate amount of the Obligations outstanding to not more than $17,000,000.
(b) [intentionally omitted]
(c) [intentionally omitted]
(d) Immediately upon the consummation of any Permitted Disposition (other than an Ordinary Course Disposition), Borrower shall:
(i) Subject to repay the last paragraph of this Section 5.02(a) and subject to the Intercreditor Agreement, on or prior to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 2021, the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow Permitted Overadvance Amount outstanding (if any) for such fiscal year, to be applied as set forth in Section 5.02(a)(ix); provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day date of any such fiscal year is (x) equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans repayment in an amount equal to twentythe Required Amount applicable to such Permitted Disposition and the amount so prepaid shall permanently reduce the Permitted Overadvance Amount on a dollar-five percent for-dollar basis; and
(25%ii) of Consolidated Excess Cash Flow if the Permitted Overadvance Amount outstanding (if any) for such fiscal yearhas been repaid in full pursuant to clause (i) above or otherwise, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans repay Term Loan A in an amount equal to zero percent the Required Amount applicable to such Permitted Disposition (0%or the balance remaining after the repayment of the Permitted Overadvance Amount outstanding pursuant to clause (i) of Consolidated Excess Cash Flow above, as applicable) and the amount so prepaid shall permanently reduce Term Loan A; and
(iii) if the Permitted Overadvance Amount outstanding (if any) for such fiscal year; minus and Term Loan A have been repaid or prepaid in full pursuant to clauses (Bi) and (ii) above, prepay the Advances made by Foothill to Borrower under Section 2.1 in an amount equal to the extent not funded with Required Amount applicable to such Permitted Disposition (or the proceeds of Indebtedness (and to balance remaining after the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans Permitted Overadvance Amount outstanding and Term Loan A pursuant to clauses (i) and (ii) above, as applicable), and the amount so prepaid automatically shall permanently reduce the Maximum Revolving Amount, on a dollar-for-dollar basis.
(e) On or before December 31, 2001, Borrower shall make an additional mandatory prepayment of the Obligations in an amount equal to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date ($1,650,000; provided, however that any such prepayment made after if the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect amount of the prior fiscal year shall not reduce Consolidated Excess Net Cash Flow for Proceeds received by Foothill in connection with the fiscal year in which such payment is made).consummation of the sale of the Georgia Sale/Leaseback Properties exceeds $2,750,000,
Appears in 1 contract
Sources: Loan and Security Agreement (Malibu Entertainment Worldwide Inc)
Mandatory Prepayments and Commitment Reductions. (a) (i) Subject to the last paragraph of this Section 5.02(a) and subject to the Intercreditor Agreement, on or prior to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 2021, the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to be applied as set forth in Section 5.02(a)(ix); provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is (x) equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made).
(ii) Upon the incurrence or issuance of any Indebtedness by any Credit Party or any of their respective Subsidiaries (other than Indebtedness permitted under Section 10.01 (including any Permitted Refinancing (other than any refinancing of the Term Loan Facility))), the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Debt Proceeds plus the Applicable Prepayment Premium, to be applied as set forth in Section 5.02(a)(vi). Nothing in this Section 5.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any incurrence or issuance of Indebtedness not permitted under the terms of this Agreement.
(iii) Subject to the last paragraph of this Section 5.02(a), no later than five (5) Business Days after the receipt by any Credit Party or any of their respective Subsidiaries of any cash proceeds from any Disposition (other than any Disposition permitted under Section 10.04(a), Section 10.04(b) (solely with respect to proceeds constituting (x) M&T Priority Collateral and solely to the extent that such proceeds are required by the terms of any M&T Real Estate Debt to be used to prepay such M&T Real Estate Debt or (y) ABL Priority Collateral and solely to the extent that such proceeds are required by the terms of the Existing Credit Agreement or the Intercreditor Agreement to be used to prepay any Indebtedness thereunder or (z) Other Real Estate Priority Collateral and solely to the extent that such proceeds are required by the terms of the Real Estate Facility and/or the ▇▇▇▇ Real Estate Facility to be used to prepay any Indebtedness thereunder), Section 10.04(c), Section 10.04(d), Section 10.04(e), Section 10.04(f), Section 10.04(g), Section 10.04(h), Section 10.04(i), Section 10.04(j), Section 10.04(k), Section 10.04(l), Section 10.04(m), Section 10.04(n), Section 10.04(p), Section 10.04(q), Section 10.04(r), Section 10.04(s) (solely with respect to Permitted Liens arising in the ordinary course of business), Section 10.04(u), Section 10.04(v), Section 10.04(w), Section 10.04(y) and Section 10.04(z)), the Credit Parties or any of their respective Subsidiaries shall prepay the Loans in an amount equal to one hundred percent (100%) of the Net Disposition Proceeds from such Disposition, only to the extent the aggregate amount of such Net Disposition Proceeds in any fiscal year exceeds $2,000,000 in the aggregate and then only in the amount of such excess, plus the Applicable Prepayment Premium, to be applied as set forth in Section 5.02(a)(vi); provided, that any Credit Party or their respective Subsidiaries may, at their option by notice in writing to the Agent on or prior to the fifth (5th) Business Day after the occurrence of the Disposition giving rise to such Net Disposition Proceeds, elect to reinvest such Net Disposition Proceeds in assets that are used or useful in the business of any Credit Party or their Subsidiaries (including Permitted Acquisitions, other permitted Investments, permitted sale leaseback transactions and permitted exchange transactions under Section 1031 of the Code) to the extent that any Credit Party or such Subsidiary makes such reinvestment within twelve (12) months following the occurrence of the Disposition; provided, however, any Credit Party or such Subsidiary may consummate such reinvestment within eighteen (18) months after the occurrence of the Disposition, so long as any Credit Party or such Subsidiary shall have entered into a definitive agreement for the purchase of assets or property within the first twelve (12) month period. Nothing in this Section 5.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms of this Agreement.
(iv) Subject to the last paragraph of this Section 5.02(a), no later than five (5) Business Days after the receipt by any Credit Party or any of their respective Subsidiaries of any cash proceeds from any Casualty Event (for the avoidance of doubt, other than proceeds constituting (x) M&T Priority Collateral solely to the extent that such proceeds are required by the terms of any M&T Real Estate Debt to be used to prepay such M&T Real Estate Debt or (y) ABL Priority Collateral and solely to the extent that such proceeds are required by the terms of the Existing Credit Agreement or the Intercreditor Agreement to be used to prepay any Indebtedness thereunder or (z) Other Real Estate Priority Collateral and solely to the extent that such proceeds are required by the terms of the Real Estate Facility and/or the ▇▇▇▇ Real Estate Facility to be used to prepay any Indebtedness thereunder), the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Casualty Proceeds, plus the Applicable Prepayment Premium, to be applied as set forth in Section 5.02(a)(vi); provided, that the any Credit Party or their respective Subsidiaries may, at their option by notice in writing to the Agent no later than thirty (30) days following the occurrence of the Casualty Event resulting in such Net Casualty Proceeds), use such Net Casualty Proceeds to repair or reinvest such Net Casualty Proceeds in assets that are used or useful in the business of such Credit Party or such Subsidiaries (including Permitted Acquisitions and other permitted Investments) to the extent that such Credit Party or such Subsidiary makes such repair or reinvestment within twelve (12) months following the occurrence of the Casualty Event (or, so long as applicable permits and approvals are being diligently pursued by the Borrower in respect of such repair or reinvestment, eighteen (18) months); provided, however, the Credit Parties or such Subsidiary may consummate such repair or reinvestment within eighteen (18) months after the occurrence of the Casualty Event (or, so long as applicable permits and approvals are being diligently pursued by the Borrower in respect of such repair or reinvestment, twenty-four (24) months), so long as such Credit Party or such Subsidiary shall have entered into a definitive agreement for the repair or the purchase of assets or property within the first twelve (12) month period. Any amounts of Net Casualty Proceeds unused after such period shall be applied as set forth in Section 5.02(a)(vi).Nothing in this Section 5.02(a)(iv) shall be construed to permit or waive any Default or Event of Default arising from, directly or indirectly, any Casualty Event.
(v) [reserved].
(vi) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 5.02 shall be applied to the principal installments of the Term Loans pursuant to Section 2.05(b) pro rata (other than the final scheduled installment on the Term Loan Maturity Date). For the avoidance of doubt, all prepayments that are to be applied to the Term Loans shall be applied pro rata between the Initial Term Loan funded on the Closing Date and any Delayed Draw Term Loans based on the then outstanding principal balances thereof.
(vii) Each Lender holding any Term Loans may reject all of its pro rata share or other applicable share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to Section 5.02(a) (other than clause (ii) thereof) by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m., New York City time, one Business Day after the date of such Lender’s receipt of such prepayment. If a Lender holding any Term Loans fails to deliver a notice of such rejection to the Administrative Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans unless the Borrower and the Administrative Agent agree to an extension of time for such failure to be corrected. Any Declined Proceeds shall be retained by the Borrower, and may be used for general corporate purposes subject to the restrictions herein.
(viii) Notwithstanding anything to the contrary contained herein, all mandatory prepayments to be made by the Credit Parties pursuant to Section 5.02(a)(i), (iii) and (iv) shall be limited to the extent that the Administrative Agent (with the consent of the Required Lenders) reasonably determines in good faith that such prepayment would result in material adverse tax consequences to the Borrower or its direct or indirect owners resulting from a repatriation of cash from a Foreign Subsidiary (for the avoidance of doubt, other than de minimis tax consequences, and after taking into account any foreign tax credit or other tax benefit realized in connection with such repatriation) (which, for the avoidance of doubt, includes, but is not limited to, any prepayment whereby doing so the Borrower and its respective Subsidiaries (or, in the case of a flow-through tax structure, their respective equity investors) would incur a Tax liability, including in connection with a taxable dividend or a withholding Tax) or would be prohibited, restricted or delayed by Applicable Law, in which case such repatriation shall not be required (and in the case of a material adverse tax consequence, only to the extent of such consequence). All mandatory prepayments are subject to permissibility under (a) local law (e.g., financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Subsidiaries), (b) applicable rules, regulations and guidance published by any Regulatory Supervising Organization and (c) material constituent document restrictions (including as a result of minority ownership) and other material agreements. The non-application of any prepayment amounts as a result of this Section 5.02(a)(viii) will not, for the avoidance of doubt, constitute a Default or an Event of Default, and such amounts shall be available for working capital purposes of the Credit Parties and their respective Subsidiaries as long as such amounts are not required to be prepaid in accordance with the foregoing provisions in this Section 5.02. The Borrower and its Subsidiaries will undertake to use commercially reasonable efforts for a period of one (1) year to overcome or eliminate any such restrictions (subject to the considerations above and as determined in the Borrower’s reasonable business judgment) to make the relevant prepayment, but in no event shall the Borrower be required to repatriate cash at Foreign Subsidiaries to the extent of any material adverse tax consequence to the Borrower or its direct or indirect owners. Notwithstanding the foregoing, any prepayments required after application of the above provision shall be net of any costs, expenses or taxes incurred by the Borrower or any of its Affiliates or any of its equity partners (including, without duplication, any Tax Distributions permitted by Section 10.06) and arising as a result of compliance with the preceding sentence. Any Consolidated Excess Cash Flow or proceeds excluded from the mandatory prepayment requirements by operation of this Section 5.02(a)(viii) (the “Excluded Foreign Prepayment Proceeds”) shall not increase the Available Amounts Basket.
Appears in 1 contract
Sources: Credit Agreement (ARKO Corp.)
Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be issued or incurred by any Loan Party (iexcluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(d).
(b) Subject If on any date any Loan Party shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 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 2.9(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the last paragraph of this Section 5.02(a) and subject Reinvestment Prepayment Amount with respect to the Intercreditor Agreementrelevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(d).
(c) If, on or prior to the tenth (10th) Business Day after the date on which for any fiscal year of the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 2021, there shall be Excess Cash Flow, the Borrower shall prepay shall, on the Loans in an amount equal to: (A) fifty percent (50%) of Consolidated relevant Excess Cash Flow Application Date, apply the excess of (if anyi) for the ECF Percentage of such fiscal year, to be applied Excess Cash Flow over (ii) the sum of (x) the amount of optional prepayments of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 5.02(a)(ix2.9(d) during such fiscal year and (y) the aggregate amount of cash consideration actually paid by the Borrower to effect any assignment to it of Term Loans pursuant to a Dutch Auction in accordance with Section 10.6(f) during such fiscal year; provided that no such prepayment or reduction shall be required if the amount of such excess is less than or equal to $5,000,000. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a); provided, that if, for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered.
(d) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 2.9 shall be 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 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 then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to the Administrative Agent. The application of any fiscal year prepayment pursuant to Section 2.9 shall be made, first, to ABR Loans and, second, to Term Benchmark Loans. Each prepayment of the Loans under Section 2.9 (except in which a mandatory the case of Revolving Loans that are ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Mandatory prepayments of the Term Loans pursuant to this Section 5.02(a)(i2.9 shall be applied to the remaining installments thereof on a pro rata basis.
(e) is otherwise dueWith respect to any prepayments and Commitment reductions made pursuant to Section 2.9, any Lender, at its option, may elect not to accept such prepayment or Commitment reduction. The Borrower shall notify the Total Leverage Ratio as Administrative Agent of any event giving rise to a prepayment or Commitment reduction under this Section 2.9 at least three Business Days prior to the date of such prepayment or Commitment reduction. Each such notice shall specify the date of such prepayment or Commitment reduction and provide a reasonably detailed calculation of the last day amount of such fiscal year prepayment or Commitment reduction that is required to be made under this Section 2.9. Any Lender may decline to accept all (x) equal to 0.50x but not less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%all) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) its share of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made or Commitment reduction (the “Declined Amount”) by providing written notice to the Administrative Agent no later than two Business Days after the end date of such fiscal year but before L▇▇▇▇▇’s receipt of notice from the Administrative Agent regarding such prepayment or Commitment reduction. If the Lender does not give a notice to the Administrative Agent on or prior to such second Business Day informing the Administrative Agent that it declines to accept the applicable ECF Payment Date that Borrower elects prepayment or Commitment reduction, then such Lender will be deemed to deduct from have accepted such prepayment or Commitment reduction. Such L▇▇▇▇▇’s Declined Amount may be retained by the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made)Borrower.
Appears in 1 contract
Mandatory Prepayments and Commitment Reductions. (a) (i) Subject to the last paragraph of this Section 5.02(a) and subject to the Intercreditor Agreement), on or prior to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii9.01(e)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 20212020 (with regard to the fiscal year ending December 31, 2020, solely for the period from the Closing Date until December 31, 2020), the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to be applied as set forth in Section 5.02(a)(ix5.02(a)(viiiix); provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is (x) less than or equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio2.50:1.00, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (other than revolving credit loans) (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) ), including the Blue Torch Loans or 2022-II Supplemental DDTLs, made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made);.
Appears in 1 contract
Sources: Credit Agreement (Grindr Inc.)
Mandatory Prepayments and Commitment Reductions. (a) (i) Subject to the last paragraph of this Section 5.02(a) and subject to the Intercreditor Agreement), on or prior to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii9.01(e)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 20212020 (with regard to the fiscal year ending December 31, 2020, solely for the period from the Closing Date until December 31, 2020), the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to be applied as set forth in Section 5.02(a)(ix5.02(a)(viii); provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is (x) less than or equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio2.50:1.00, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (other than revolving credit loans) (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made);.
Appears in 1 contract
Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be issued or incurred by any Loan Party (iexcluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(d).
(b) Subject If on any date any Loan Party shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, 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 2.9(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the last paragraph of this Section 5.02(a) and subject Reinvestment Prepayment Amount with respect to the Intercreditor Agreementrelevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(d).
(c) If, on or prior to the tenth (10th) Business Day after the date on which for any fiscal year of the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 2021, there shall be Excess Cash Flow, the Borrower shall prepay shall, on the Loans in an amount equal to: (A) fifty percent (50%) of Consolidated relevant Excess Cash Flow Application Date, apply the excess of (if anyi) for the ECF Percentage of such fiscal year, to be applied Excess Cash Flow over (ii) the sum of (x) the amount of optional prepayments of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 5.02(a)(ix2.9(d) during such fiscal year and (y) the aggregate amount of cash consideration actually paid by the Borrower to effect any assignment to it of Term Loans pursuant to a Dutch Auction in accordance with Section 10.6(f) during such fiscal year; provided that no such prepayment or reduction shall be required if the amount of such excess is less than or equal to $5,000,000. Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a); provided, that if, for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered.
(d) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 2.9 shall be 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 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 then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to the Administrative Agent. The application of any fiscal year prepayment pursuant to Section 2.9 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.9 (except in which a mandatory the case of Revolving Loans that are ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Mandatory prepayments of the Term Loans pursuant to this Section 5.02(a)(i2.9 shall be applied to the remaining installments thereof on a pro rata basis.
(e) is otherwise dueWith respect to any prepayments and Commitment reductions made pursuant to Section 2.9, any Lender, at its option, may elect not to accept such prepayment or Commitment reduction. The Borrower shall notify the Total Leverage Ratio as Administrative Agent of any event giving rise to a prepayment or Commitment reduction under this Section 2.9 at least three Business Days prior to the date of such prepayment or Commitment reduction. Each such notice shall specify the date of such prepayment or Commitment reduction and provide a reasonably detailed calculation of the last day amount of such fiscal year prepayment or Commitment reduction that is required to be made under this Section 2.9. Any Lender may decline to accept all (x) equal to 0.50x but not less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%all) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) its share of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made or Commitment reduction (the “Declined Amount”) by providing written notice to the Administrative Agent no later than two Business Days after the end date of such fiscal year but before Lender’s receipt of notice from the Administrative Agent regarding such prepayment or Commitment reduction. If the Lender does not give a notice to the Administrative Agent on or prior to such second Business Day informing the Administrative Agent that it declines to accept the applicable ECF Payment Date that Borrower elects prepayment or Commitment reduction, then such Lender will be deemed to deduct from have accepted such prepayment or Commitment reduction. Such Lender’s Declined Amount may be retained by the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made)Borrower.
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