Common use of Mandatory Prepayments and Mandatory Reductions of Commitments Clause in Contracts

Mandatory Prepayments and Mandatory Reductions of Commitments. The Loans shall be prepaid and/or the Revolving Loan Commitments and Term Delayed Draw Loan Commitments shall be reduced in the manner provided in subsection 2.4C upon the occurrence of the following circumstances: (a) Asset Sales. No later than the fifth (5/th/) Business Day ----------- following the date of receipt by ChipPAC or any of its Subsidiaries of Cash Proceeds of any Asset Sale, Company shall prepay the Loans (and/or the Revolving Loan Commitments or Term Delayed Draw Loan Commitments shall be reduced) in an amount equal to the Net Cash Proceeds received with respect thereto; provided that, if ChipPAC -------- shall have delivered a Reinvestment Notice to the Administrative Agent no later than the fifth (5/th/) Business Day following the consummation of such Asset Sale, Company shall not be required to make any prepayment with the proceeds of such Asset Sale to the extent that any of such proceeds are reinvested (or as to which a contract has been entered into to reinvest) in Reinvestment Assets within 365 days from the date of receipt of such proceeds; provided further that the -------- ------- aggregate amount of Net Cash Proceeds that may be reinvested pursuant to the immediately preceding proviso shall not exceed $15,000,000 in any Fiscal Year (or $30,000,000 in any Fiscal Year at any time the Leverage Ratio, determined on a Pro Forma Basis after giving effect to such Asset Sale, is less than 3.50:1.00); and provided still further -------- ----- ------- that, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to prepay the Loans (and/or the Revolving Loan Commitments or Term Delayed Draw Loan Commitments shall be reduced). Concurrently with any prepayment of Loans (and/or any reduction in the Revolving Loan Commitments or Term Delayed Draw Loan Commitments) pursuant to this subsection 2.4B(iii)(a), ChipPAC shall deliver to the Administrative Agent an Officer's Certificate demonstrating in detail reasonably satisfactory to the Administrative Agent the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof. In addition, in the event that ChipPAC shall, at any time after receipt of proceeds of any Reinvestment Event requiring a prepayment (and/or a reduction in the Revolving Loan Commitments) pursuant to this subsection 2.4B(iii)(a), determine that the prepayments (and/or a reduction in the Revolving Loan Commitments) previously made in respect of such Reinvestment Event were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly cause to be made an additional prepayment of the Loans (and/or reduction in the Revolving Loan Commitments) in an amount equal to the amount of any such deficit, and ChipPAC shall concurrently therewith deliver to the Administrative Agent an Officer's Certificate demonstrating the derivation of the additional proceeds resulting in such deficit. If Company is otherwise required to apply any portion of Net Cash Proceeds to prepay Indebtedness evidenced by the Subordinated Debt then, notwithstanding anything contained in this Agreement to the contrary, ChipPAC shall cause such Net Cash Proceeds to be applied to the prepayment of the Loans so as to eliminate or minimize any obligation to be applied to prepay the Subordinated Debt.

Mandatory Prepayments and Mandatory Reductions of Commitments. The Loans shall be prepaid and/or the Revolving Loan Commitments and Term Delayed Draw Loan Commitments shall be reduced in the manner provided in subsection 2.4C upon the occurrence of the following circumstances: (a) Prepayments and Reductions from Asset Sales. No later than ------------------------------------------- the fifth (5/th/) first Business Day ----------- following the date of receipt by ChipPAC Company or any of its Subsidiaries of Net Cash Proceeds of any Asset Sale, Company shall prepay first the Term Loans, Tranche B Term Loans and, after ----- the third anniversary of the Closing Date, the Acquisition Loans on a pro rata basis to the full extent thereof (and/or in accordance with the respective outstanding principal amounts thereof), and second the ------ Revolving Loan Commitments or Term Delayed Draw Loan Commitments shall be reducedLoans and, prior to the third anniversary of the Closing Date, the Acquisition Loans on a pro rata basis to the full extent thereof (in accordance with the respective outstanding principal amounts thereof) in an amount equal to such Net Cash Proceeds. Notwithstanding the foregoing, the Net Cash Proceeds received with respect thereto; provided that, if ChipPAC -------- shall have delivered a Reinvestment Notice to the Administrative Agent no later than the fifth (5/th/) Business Day following the consummation of such Specified Asset Sale, Company Sales shall not be required to make any prepayment with the proceeds of such Asset Sale prepay Loans as set forth above to the extent that any of and so long as such proceeds Net Cash Proceeds are reinvested (or as to which a contract has been entered into to reinvestx) in Reinvestment Assets within 365 180 days from the date of receipt of such proceeds; provided further that , reinvested in the -------- ------- business of the Company and the Subsidiaries or, (y) within 180 days of receipt of such proceeds committed for reinvestment and reinvested within 300 days of receipt of such proceeds in the business of the Company and the Subsidiaries, and (z) the aggregate principal amount of Net Cash Proceeds that may be all such proceeds not so reinvested pursuant to the immediately preceding proviso shall at any time does not exceed $15,000,000 10,000,000; provided that any such funds in any Fiscal Year (excess of $10,000,000 not -------- so committed or $30,000,000 in any Fiscal Year at any time the Leverage Ratio, determined on a Pro Forma Basis after giving effect to such Asset Sale, is less than 3.50:1.00); and provided still further -------- ----- ------- that, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event reinvested shall be applied used to prepay the Loans (and/or the Revolving Loan Commitments or Term Delayed Draw Loan Commitments shall be reducedmake prepayments as required pursuant to this subsection 2.4B(iii)(a). Concurrently with any prepayment of the Loans (and/or any reduction in of the Revolving Loan applicable Commitments or Term Delayed Draw Loan Commitments) pursuant to this subsection 2.4B(iii)(a), ChipPAC Company shall deliver to the Administrative Agent an Officer's Officers' Certificate demonstrating in detail reasonably satisfactory to the Administrative Agent the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof. In addition, in the event that ChipPAC Company shall, at any time after receipt of proceeds Cash Proceeds of any Reinvestment Event Asset Sale requiring a prepayment (and/or or a reduction in of the Revolving Loan Commitments) applicable Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments (and/or a reduction in reductions of the Revolving Loan Commitments) applicable Commitments previously made in respect of such Reinvestment Event Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly cause to be made make an additional prepayment of the Loans (and/or reduction and, if applicable, the applicable Commitments shall be permanently reduced), in the Revolving Loan Commitments) manner described above in an amount equal to the amount of any such deficit, and ChipPAC Company shall concurrently therewith deliver to the Administrative Agent an Officer's Officers' Certificate demonstrating the derivation of the additional proceeds Net Cash Proceeds resulting in such deficit. If Company is otherwise required Any mandatory prepayments pursuant to apply any portion of Net Cash Proceeds to prepay Indebtedness evidenced by the Subordinated Debt then, notwithstanding anything contained this subsection 2.4B(iii)(a) shall be further applied as specified in this Agreement to the contrary, ChipPAC shall cause such Net Cash Proceeds to be applied to the prepayment of the Loans so as to eliminate or minimize any obligation to be applied to prepay the Subordinated Debtsubsection 2.4B(iv).

Mandatory Prepayments and Mandatory Reductions of Commitments. The Loans shall be prepaid and/or the Revolving Loan Commitments and Term Delayed Draw Loan Commitments shall be permanently reduced in the manner amounts and under the circumstances set forth below, all such prepayments and/or reductions to be applied as set forth below or as more specifically provided in subsection 2.4C upon the occurrence of the following circumstances:2.4B(iv): (a) Prepayments and Reductions From Net Asset SalesSale Proceeds. No later than the fifth (5/th/) first Business Day ----------- following the date of receipt by ChipPAC Borrowers or any of its their Subsidiaries of Cash any Net Asset Sale Proceeds in respect of any Asset SaleSale (other than Net Asset Sale Proceeds in respect of the sale of any obsolete worn out or surplus assets or assets no longer used or useful in the business of the Project or of construction equipment having a fair market value not in excess of $4,000,000 prior to Completion or during the first year following Completion, Company but only in each case to the extent reinvested in the business of Borrowers or such Subsidiary within 180 days of receipt), Borrowers shall prepay the Loans (and/or the Revolving Loan Commitments or Term Delayed Draw Loan Commitments shall be reducedpermanently reduced in an aggregate amount equal to such Net Asset Sale Proceeds. (b) Prepayments and Reductions from Net Loss Proceeds and Liquidated Damages. No later than the second Business Day on which Loss Proceeds or Liquidated Damages are required to be applied to prepayment of Loans under subsection 5.20 of the Disbursement Agreement (if applicable) or Article X, Sections 5, 12(d) and 13, Article XI, Section 1 or Article XII, sections 8-9 of the Cooperation Agreement (as applicable), Borrowers shall prepay the Term Loans and/or the Commitments shall be permanently reduced in an amount equal to the Net Cash Loss Proceeds received with respect thereto; provided thator Liquidated Damages, if ChipPAC -------- shall have delivered a Reinvestment Notice to the Administrative Agent no later than the fifth (5/th/) Business Day following the consummation of as applicable, available for such Asset Sale, Company shall not be required to make any prepayment with the proceeds of such Asset Sale to the extent that any of such proceeds are reinvested (or as to which a contract has been entered into to reinvest) in Reinvestment Assets within 365 days from the date of receipt of such proceeds; provided further that the -------- ------- aggregate amount of Net Cash Proceeds that may be reinvested pursuant to the immediately preceding proviso shall not exceed $15,000,000 in any Fiscal Year (or $30,000,000 in any Fiscal Year at any time the Leverage Ratio, determined on a Pro Forma Basis after giving effect to such Asset Sale, is less than 3.50:1.00); and provided still further -------- ----- ------- that, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to prepay the Loans (and/or the Revolving Loan Commitments or Term Delayed Draw Loan Commitments shall be reduced). Concurrently with any prepayment of Loans (and/or any reduction in the Revolving Loan Commitments or Term Delayed Draw Loan Commitments) pursuant to this application under subsection 2.4B(iii)(a), ChipPAC shall deliver to the Administrative Agent an Officer's Certificate demonstrating in detail reasonably satisfactory to the Administrative Agent the derivation 5.20 of the Net Cash Proceeds Disbursement Agreement, Article X, Sections 5, 12(d) and 13, Article XI Section 1 and Article XII, Sections 8-9 of the correlative Asset Sale from the gross sales price thereof. In addition, in the event Cooperation Agreement (as applicable) but not exceeding that ChipPAC shall, at any time after receipt of proceeds of any Reinvestment Event requiring a prepayment (and/or a reduction in the Revolving Loan Commitments) pursuant to this subsection 2.4B(iii)(a), determine that the prepayments (and/or a reduction in the Revolving Loan Commitments) previously made in respect of such Reinvestment Event were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly cause portion thereof determined to be made an additional prepayment payable to Lenders in accordance with Section 4.5 of the Loans (and/or reduction in the Revolving Loan Commitments) in an amount equal to the amount of any such deficit, and ChipPAC shall concurrently therewith deliver to the Administrative Agent an Officer's Certificate demonstrating the derivation of the additional proceeds resulting in such deficit. If Company is otherwise required to apply any portion of Net Cash Proceeds to prepay Indebtedness evidenced by the Subordinated Debt then, notwithstanding anything contained in this Agreement to the contrary, ChipPAC shall cause such Net Cash Proceeds to be applied to the prepayment of the Loans so as to eliminate or minimize any obligation to be applied to prepay the Subordinated DebtIntercreditor Agreement.