Mandatory Prepayments/Reductions. (a) No later than the first Business Day following the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds, Company shall prepay the Loans and/or the Facility Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, so long as no Default or Event of Default shall have occurred and be continuing, at any time the Reduced Leverage/Improved Ratings Status is in effect, Company shall have the option, directly or through one or more of its Subsidiaries, to invest such Net Asset Sale Proceeds (or, at any time the Reduced Leverage/Improved Ratings Status is not in effect, up to $25,000,000 in each Fiscal Year, plus 50% of such Net Asset Sale Proceeds in excess of $25,000,000) within two hundred seventy (270) days of receipt thereof in productive assets of the general type used in the business of Company and its Subsidiaries; provided further, pending any such investment all such Net Asset Sale Proceeds shall be applied to prepay outstanding Facility Loans (without a reduction in Facility Commitments). (b) No later than the first Business Day following the date of receipt by Company or any of its Subsidiaries, or Global Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Company shall prepay the Loans and/or the Facility Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, (i) so long as no Default or Event of Default shall have occurred and be continuing, and (ii) to the extent no Material Adverse Effect shall have occurred as of the date of, and after giving effect to, the receipt of such Net Insurance/Condemnation Proceeds, Company shall have the option, directly or through one or more of its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in productive assets of the general type used in the business of Company and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets of Company or its Subsidiaries; provided further, pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be applied to prepay outstanding Facility Loans (without a reduction in Facility Commitments). (c) On the date of receipt by Company or any of its Subsidiaries of any Cash proceeds from a capital contribution to, or the issuance of any equity Securities of, Company or any of its Subsidiaries (except (i) to Company or any Wholly-Owned Subsidiary, (ii) with respect to any Cash proceeds that are used as consideration for any Permitted Acquisition within one hundred twenty (120) days of the receipt thereof and (iii) with respect to the exercise of any option granted to employees or directors of Company pursuant to any compensation plan of Company), Company shall prepay the Loans and/or the Facility Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to 50% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided, during any period in which the Reduced Leverage/Improved Ratings Status is in effect, Company shall not be required to make the prepayment and/or reduction otherwise required hereby. (d) On the date of receipt by Company or any of its Subsidiaries of any Cash proceeds from incurrence of any Indebtedness of Company or any of its Subsidiaries (except to Company or any Wholly-Owned Subsidiary and except with respect any Indebtedness permitted to be incurred pursuant to Section 6.1), Company shall prepay the Loans and/or the Facility Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses. (e) Within three Business Days of receipt by Company or any of its Subsidiaries of any Cash proceeds from any Permitted Securitization Transaction, Company shall prepay the Loans and/or the Facility Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses. (f) In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year 1999), Company shall, no later than ninety (90) days after the end of such Fiscal Year, prepay the Loans and/or the Facility Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to 50% of such Consolidated Excess Cash Flow; provided, during any period in which the Reduced Leverage/Improved Ratings Status shall be in effect, Company shall not be required to make the prepayment and/or reduction otherwise required hereby. (g) Company shall from time to time prepay first, the US Swing Line Loans, and second, the US Facility Loans to the extent necessary so that the Total Utilization of US Facility Commitments shall not at any time exceed the US Facility Commitments then in effect. (h) Company shall from time to time prepay first, the Multicurrency Swing Line Loans, and second, the Multicurrency Facility Loans to the extent necessary so that the Total Utilization of Multicurrency Facility Commitments shall not at any time exceed Multicurrency Facility Commitments then in effect. Notwithstanding the foregoing, in the event that any adjustment by Multicurrency Facility Agent of the Dollar Equivalent of the outstanding Multicurrency Loans pursuant to Section 2.6(c) would cause the Total Utilization of Multicurrency Facility Commitments to exceed 103% of the Multicurrency Facility Commitments then in effect, Company shall, immediately on the effective date of such adjustment, repay the portion of such continued Loan (applying the new Spot Rate of Exchange) necessary to ensure that thereafter the Total Utilization of Multicurrency Facility Commitments does not exceed the Multicurrency Facility Commitments then in effect. (i) Concurrently with any prepayment of the Loans and/or reduction of the Facility Commitments pursuant to Sections 2.13(a) through 2.13(f), Company shall deliver to Global Agent and each Facility Agent a certificate of its Authorized Officers demonstrating the calculation of the amount of the applicable net proceeds or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment and/or reduction. In the event that Company shall subsequently determine that the actual net proceeds amount was greater than the amount set forth in such certificate, Company shall promptly make an additional prepayment of the Loans and/or the Commitments shall be permanently reduced in an amount equal to the amount of such excess, and Company shall concurrently therewith deliver to Global Agent and each Facility Agent a certificate of its Authorized Officers demonstrating the derivation of such excess.
Appears in 1 contract
Mandatory Prepayments/Reductions. (ai) No later than Immediately upon the first Business Day following Revolving Credit Obligations exceeding the date Maximum Revolving Credit Amount, the Borrowers shall make or cause to be made a mandatory prepayment of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds, Company shall prepay the Loans and/or the Facility Revolving Credit Obligations in an amount equal to such excess.
(ii) The Commitments shall be permanently reduced as set forth among the Lenders in Section 2.14(baccordance with their Pro Rata Share by the amount of any Net Cash Proceeds in excess of $500,000 received by the Borrowers from the sale of assets of any Borrower after the Petition Date.
(iii) The Commitment shall be permanently reduced among the Lenders in an aggregate accordance with their Pro Rata Share by the amount equal of any Net Cash Proceeds in excess of $100,000 received by the Borrowers from insurance proceeds or condemnation awards after the Petition Date; provided, however, the Borrower shall have the option not to reduce the Commitments under this subsection if such Net Asset Sale Proceeds; providedCash Proceeds are to be to the costs of repairs, replacement or restoration of the asset that is the subject of the loss, destruction, or taking by condemnation, so long as (A) no Default or Event of Default shall have occurred and be continuing, at any time (B) Avado, on behalf of the Reduced Leverage/Improved Ratings Status is in effectBorrowers, Company shall have given the option, directly or through one or more of its Subsidiaries, to invest such Net Asset Sale Proceeds (or, at any time Administrative Agent and the Reduced Leverage/Improved Ratings Status is not in effect, up to $25,000,000 in each Fiscal Year, plus 50% of such Net Asset Sale Proceeds in excess of $25,000,000) within two hundred seventy (270) days of receipt thereof in productive assets Collateral Agent prior written notice of the general type used in intention to apply such cash proceeds to the business costs of Company and its Subsidiaries; provided furtherrepairs, pending any such investment all such Net Asset Sale Proceeds shall be applied to prepay outstanding Facility Loans (without a reduction in Facility Commitments).
(b) No later than replacement or restoration of the first Business Day following asset which is the date subject of receipt by Company or any of its Subsidiariesthe loss, destruction, or Global Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Company shall prepay the Loans and/or the Facility Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, (i) so long as no Default or Event of Default shall have occurred and be continuingtaking by condemnation, and (iiC) to the extent no Material Adverse Effect shall have occurred as of the date of, and after giving effect to, the receipt of such Net Insurance/Condemnation Proceeds, Company shall have the option, directly Avado or through one or more of its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in productive assets of the general type used in the business of Company and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets of Company or its Subsidiaries; provided further, pending any such investment all such Net Insurance/Condemnation Proceeds, as Subsidiary commences the case may be, shall be applied to prepay outstanding Facility Loans (without a reduction in Facility Commitments).
(c) On the date of receipt by Company or any of its Subsidiaries of any Cash proceeds from a capital contribution to, permitting process or the issuance of any equity Securities of, Company or any of its Subsidiaries (except (i) to Company or any Wholly-Owned Subsidiary, (ii) construction with respect to any Cash proceeds that are used as consideration for any Permitted Acquisition such repairs, replacement or restoration within one hundred twenty (120) days of the receipt thereof and (iii) with respect to the exercise of any option granted to employees or directors of Company pursuant to any compensation plan of Company), Company shall prepay the Loans and/or the Facility Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to 50% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided, during any period in which the Reduced Leverage/Improved Ratings Status is in effect, Company shall not be required to make the prepayment and/or reduction otherwise required hereby.
(d) On the date of receipt by Company or any of its Subsidiaries of any Cash proceeds from incurrence of any Indebtedness of Company or any of its Subsidiaries (except to Company or any Wholly-Owned Subsidiary and except with respect any Indebtedness permitted to be incurred pursuant to Section 6.1), Company shall prepay the Loans and/or the Facility Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.
(e) Within three Business Days of receipt by Company or any of its Subsidiaries of any Cash proceeds from any Permitted Securitization Transaction, Company shall prepay the Loans and/or the Facility Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.
(f) In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year 1999), Company shall, no later than ninety (90) 90 days after receiving such cash proceeds and completes such repairs, replacements or restoration at the end of such Fiscal Year, prepay the Loans and/or the Facility Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to 50% of such Consolidated Excess Cash Flow; provided, during any period in which the Reduced Leverage/Improved Ratings Status shall be in effect, Company shall not be required to make the prepayment and/or reduction otherwise required hereby.
(g) Company shall from time to time prepay first, the US Swing Line Loans, and second, the US Facility Loans to the extent necessary so same location that the Total Utilization of US Facility Commitments shall not at any time exceed the US Facility Commitments then loss, destruction or taking occurred within 12 months after receiving such cash proceeds all in effect.
(h) Company shall from time to time prepay first, the Multicurrency Swing Line Loans, and second, the Multicurrency Facility Loans to the extent necessary so that the Total Utilization of Multicurrency Facility Commitments shall not at any time exceed Multicurrency Facility Commitments then in effect. Notwithstanding the foregoing, in the event that any adjustment by Multicurrency Facility Agent of the Dollar Equivalent of the outstanding Multicurrency Loans pursuant to Section 2.6(c) would cause the Total Utilization of Multicurrency Facility Commitments to exceed 103% of the Multicurrency Facility Commitments then in effect, Company shall, immediately on the effective date of such adjustment, repay the portion of such continued Loan (applying the new Spot Rate of Exchange) necessary to ensure that thereafter the Total Utilization of Multicurrency Facility Commitments does not exceed the Multicurrency Facility Commitments then in effect.
(i) Concurrently accordance with any prepayment of the Loans and/or reduction of the Facility Commitments pursuant to Sections 2.13(a) through 2.13(f), Company shall deliver to Global Agent and each Facility Agent a certificate of its Authorized Officers demonstrating the calculation of the amount of the applicable net proceeds or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment and/or reduction. In the event that Company shall subsequently determine that the actual net proceeds amount was greater than the amount set forth in such certificate, Company shall promptly make an additional prepayment of the Loans and/or the Commitments shall be permanently reduced in an amount equal to the amount of such excess, and Company shall concurrently therewith deliver to Global Agent and each Facility Agent a certificate of its Authorized Officers demonstrating the derivation of such excesslease obligations.
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Sources: Credit Agreement (Avado Brands Inc)
Mandatory Prepayments/Reductions. (ai) No later than Immediately upon the first Business Day following Revolving Credit Obligations exceeding the date Maximum Revolving Credit Amount, the Borrowers shall make or cause to be made a mandatory prepayment of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds, Company shall prepay the Loans and/or the Facility in an amount equal to such excess, together with accrued and unpaid interest thereon.
(ii) The Commitments shall be permanently reduced as set forth among the Lenders in Section 2.14(b) accordance with their Pro Rata Share by the amount of any Net Cash Proceeds received by the Borrowers from any sale, assignment or other disposition of property or assets of any Borrower after the Petition Date which are outside such Borrower's ordinary course of business and which, together with the aggregate amount of Net Cash Proceeds received from other such dispositions after the Petition Date, are in excess of $500,000 (other than any such Net Cash Proceeds resulting from the sale of excess inventory in an aggregate amount equal not in excess of $1,000,000).
(iii) The Commitment shall be permanently reduced among the Lenders in accordance with their Pro Rata Share by the amount of any Net Cash Proceeds received by the Borrowers from insurance proceeds or condemnation awards after the Petition Date which, together with the aggregate amount of Net Cash Proceeds received from other such insurance claims and condemnation awards after the Petition Date, are in excess of $100,000; provided, however, the Borrower shall have the option not to reduce the Commitments under this subsection if such Net Asset Sale Proceeds; providedCash Proceeds are to be applied to the costs of repairs, replacement or restoration of the asset that is the subject of the loss, destruction, or taking by condemnation, so long as (A) no Default or Event of Default shall have occurred and be continuing, at any time (B) Falcon, on behalf of the Reduced Leverage/Improved Ratings Status is in effectBorrowers, Company shall have given the option, directly or through one or more of its Subsidiaries, to invest such Net Asset Sale Proceeds (or, at any time Administrative Agent and the Reduced Leverage/Improved Ratings Status is not in effect, up to $25,000,000 in each Fiscal Year, plus 50% of such Net Asset Sale Proceeds in excess of $25,000,000) within two hundred seventy (270) days of receipt thereof in productive assets Collateral Agent prior written notice of the general type used in intention to apply such cash proceeds to the business costs of Company and its Subsidiaries; provided furtherrepairs, pending any such investment all such Net Asset Sale Proceeds shall be applied to prepay outstanding Facility Loans (without a reduction in Facility Commitments).
(b) No later than replacement or restoration of the first Business Day following asset which is the date subject of receipt by Company or any of its Subsidiariesthe loss, destruction, or Global Agent as loss payeetaking by condemnation, which notice shall indicate in sufficient detail Falcon's belief, and the basis therefor, that such repairs, replacement or restoration are capable of any Net Insurance/Condemnation Proceedsbeing, Company shall prepay and will be, accomplished prior to the Loans and/or the Facility Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, (i) so long as no Default or Event of Default shall have occurred and be continuingMaturity Date, and (iiC) to the extent no Material Adverse Effect shall have occurred as of the date of, and after giving effect to, the receipt of such Net Insurance/Condemnation Proceeds, Company shall have the option, directly Falcon or through one or more of its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof in productive assets of the general type used in the business of Company and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets of Company or its Subsidiaries; provided further, pending any such investment all such Net Insurance/Condemnation Proceeds, as Subsidiary commences the case may be, shall be applied to prepay outstanding Facility Loans (without a reduction in Facility Commitments).
(c) On the date of receipt by Company or any of its Subsidiaries of any Cash proceeds from a capital contribution to, permitting process or the issuance of any equity Securities of, Company or any of its Subsidiaries (except (i) to Company or any Wholly-Owned Subsidiary, (ii) construction with respect to any Cash such repairs, replacement or restoration within 45 days after receiving such cash proceeds and completes such repairs, replacements or restoration at the same location that are used as consideration for any Permitted Acquisition within one hundred twenty (120) days of the receipt thereof and (iii) with respect loss, destruction or taking occurred prior to the exercise of any option granted to employees or directors of Company pursuant to any compensation plan of Company), Company shall prepay the Loans and/or the Facility Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to 50% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided, during any period in which the Reduced Leverage/Improved Ratings Status is in effect, Company shall not be required to make the prepayment and/or reduction otherwise required herebyMaturity Date.
(d) On the date of receipt by Company or any of its Subsidiaries of any Cash proceeds from incurrence of any Indebtedness of Company or any of its Subsidiaries (except to Company or any Wholly-Owned Subsidiary and except with respect any Indebtedness permitted to be incurred pursuant to Section 6.1), Company shall prepay the Loans and/or the Facility Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.
(e) Within three Business Days of receipt by Company or any of its Subsidiaries of any Cash proceeds from any Permitted Securitization Transaction, Company shall prepay the Loans and/or the Facility Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.
(f) In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year 1999), Company shall, no later than ninety (90) days after the end of such Fiscal Year, prepay the Loans and/or the Facility Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to 50% of such Consolidated Excess Cash Flow; provided, during any period in which the Reduced Leverage/Improved Ratings Status shall be in effect, Company shall not be required to make the prepayment and/or reduction otherwise required hereby.
(g) Company shall from time to time prepay first, the US Swing Line Loans, and second, the US Facility Loans to the extent necessary so that the Total Utilization of US Facility Commitments shall not at any time exceed the US Facility Commitments then in effect.
(h) Company shall from time to time prepay first, the Multicurrency Swing Line Loans, and second, the Multicurrency Facility Loans to the extent necessary so that the Total Utilization of Multicurrency Facility Commitments shall not at any time exceed Multicurrency Facility Commitments then in effect. Notwithstanding the foregoing, in the event that any adjustment by Multicurrency Facility Agent of the Dollar Equivalent of the outstanding Multicurrency Loans pursuant to Section 2.6(c) would cause the Total Utilization of Multicurrency Facility Commitments to exceed 103% of the Multicurrency Facility Commitments then in effect, Company shall, immediately on the effective date of such adjustment, repay the portion of such continued Loan (applying the new Spot Rate of Exchange) necessary to ensure that thereafter the Total Utilization of Multicurrency Facility Commitments does not exceed the Multicurrency Facility Commitments then in effect.
(i) Concurrently with any prepayment of the Loans and/or reduction of the Facility Commitments pursuant to Sections 2.13(a) through 2.13(f), Company shall deliver to Global Agent and each Facility Agent a certificate of its Authorized Officers demonstrating the calculation of the amount of the applicable net proceeds or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment and/or reduction. In the event that Company shall subsequently determine that the actual net proceeds amount was greater than the amount set forth in such certificate, Company shall promptly make an additional prepayment of the Loans and/or the Commitments shall be permanently reduced in an amount equal to the amount of such excess, and Company shall concurrently therewith deliver to Global Agent and each Facility Agent a certificate of its Authorized Officers demonstrating the derivation of such excess.
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