Mandatory Repayments and Commitment Reductions. (a) On any day on which the sum of the aggregate outstanding principal amount of the Revolving Loans and Swingline Loans and the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall prepay on such day principal of Swingline Loans in an amount up to the amount of such excess and, after all Swingline Loans have been repaid in full, Revolving Loans in an amount equal to such excess minus the principal amount of Swingline Loans so prepaid. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Banks and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the Borrower shall be required to repay that principal amount of Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01(a) and 4.02(i), a "Scheduled Repayment," and each such date, a "Scheduled Repayment Date"): Scheduled Repayment Date Amount ------------------------ ------ July 31, 2002 $10,000,000 October 31, 2002 $ 3,750,000 January 31, 2003 $ 3,750,000 23 30 April 30, 2003 $ 3,750,000 July 31, 2003 $ 3,750,000 October 31, 2003 $ 6,250,000 January 31, 2004 $ 6,250,000 April 30, 2004 $ 6,250,000 Term Loan Maturity Date $ 6,250,000 (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date upon which the Borrower or any of its Subsidiaries receives any cash proceeds from any incurrence by the Borrower or any of its Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.04 as such Section is in effect on the Effective Date), an amount equal to 100% of the Net Debt Proceeds of such Indebtedness shall be applied as a mandatory repayment of principal of outstanding Term Loans (and/or, if the Total Term Loan Commitment has not yet been terminated, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h) and (i). (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any sale or issuance of its preferred or common equity, other than (i) equity contributions to any Subsidiary of the Borrower made by the Borrower or any other Subsidiary of the Borrower and (ii) sales or issuances to employees, officers or directors of the Borrower or its Subsidiaries to the extent such sales or issuances constitute compensation to such individuals, an amount equal to 100% of such cash proceeds (net of all underwriting discounts, fees and commissions and other costs and expenses associated therewith) of the respective equity issuance or capital contribution shall be applied as a mandatory repayment of outstanding Term Loans (and/or, if the Total Term Loan Commitment has not yet been terminated, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h) and (i). (e) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on or before the fifth Business Day after each date on or after the Effective Date upon which the Borrower or any of its Subsidiaries receives cash proceeds from any Asset Sale (other than an Asset Sale permitted by Section 9.02(iii)), an amount equal to 100% of the Net Sale Proceeds from such Asset Sale shall be applied as a mandatory repayment of principal of outstanding Term Loans (and/or, if the Total Term Loan Commitment has not yet been terminated, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h) and (i), provided that, so long as no Default or Event of Default then exists, up to $3,000,000 in the aggregate in any fiscal year of the Borrower of Net Sale Proceeds from Asset Sales may be used or contractually committed to be used to purchase assets to be used in the Permitted Businesses pursuant to Section 9.07(b) or to make acquisitions permitted under Section 9.02(ix) within 180 days following the date of such Asset Sale (and the Net Sale Proceeds therefrom shall not be required to be applied on or before the fifth Business
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Sources: Credit Agreement (Too Inc)
Mandatory Repayments and Commitment Reductions. (a) On any day on which the sum of the aggregate outstanding principal amount of the Revolving Loans and Swingline Loans and the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall prepay on such day repay principal of Swingline Loans in an amount up to the amount of such excess and, after all Swingline Loans have been repaid in full, Revolving Loans in an amount equal to such excess minus the principal amount of Swingline Loans so prepaid. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Banks and the Lenders hereunder in a cash collateral account to be established by the Administrative Agentexcess.
(b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth belowbelow (each a “Scheduled Repayment Date”), the Borrower shall be required to repay that aggregate principal amount of Term Loans, Loans equal to the extent then outstanding, as is aggregate principal amount set forth opposite such date Scheduled Repayment Date in the table below (each such repayment, as the same may be reduced as provided in Sections 4.01(a) 4.01 and 4.02(i4.02(d), a "“Scheduled Repayment," and each such date, a "Scheduled Repayment Date"”): Scheduled Repayment Date Amount ------------------------ ------ July 31, 2002 $10,000,000 October 31, 2002 $ 3,750,000 January 31, 2003 $ 3,750,000 23 30 April September 30, 2003 2004 $ 3,750,000 July 31, 2003 $ 3,750,000 October 31, 2003 $ 6,250,000 January 10,000,000 December 31, 2004 $ 6,250,000 April 10,000,000 March 31, 2005 $ 10,000,000 June 30, 2004 2005 $ 6,250,000 Term Loan 10,000,000 September 30, 2005 $ 10,000,000 December 31, 2005 $ 10,000,000 March 31, 2006 $ 10,000,000 June 30, 2006 $ 10,000,000 September 30, 2006 $ 10,000,000 December 31, 2006 $ 10,000,000 March 31, 2007 $ 10,000,000 June 30, 2007 $ 10,000,000 September 30, 2007 $ 10,000,000 December 31, 2007 $ 10,000,000 March 31, 2008 $ 10,000,000 June 30, 2008 $ 10,000,000 September 30, 2008 $ 10,000,000 December 31, 2008 $ 10,000,000 March 31, 2009 $ 10,000,000 Maturity Date $ 6,250,00035,000,000
(c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, but without duplication, on each (i) the Business Day following the date on or after of any Collateral Disposition involving a Mortgaged Vessel (other than a Collateral Disposition constituting an Event of Loss) and (ii) the Effective Date upon earlier of (A) the date which is 180 days following any Collateral Disposition constituting an Event of Loss involving a Mortgaged Vessel and (B) the Borrower or date of receipt by the Borrower, any of its Subsidiaries receives any cash or the Administrative Agent of the insurance proceeds from any incurrence by relating to such Event of Loss, the Borrower or any shall be required to repay an aggregate principal amount of its Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.04 as such Section is outstanding Term Loans and reduce the Total Revolving Loan Commitment in effect on the Effective Date), an amount equal to 100% the product of the Net Debt Proceeds sum of the then outstanding aggregate principal amount of Term Loans and the Total Revolving Loan Commitments multiplied by a fraction (A) the numerator of which is equal to the appraised value (as determined in accordance with the most recent appraisal report delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 8.01(c)) of the Mortgaged Vessel or Mortgaged Vessels which is/are the subject of such Collateral Disposition and (B) the denominator of which is equal to the Aggregate Mortgaged Vessel Value (as determined in accordance with the most recent appraisal report delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 8.01(c) before giving effect to such Collateral Disposition); provided that (m) without limiting anything otherwise provided for in this Agreement, the Borrower hereby acknowledges that it is obliged to comply with Section 9.11 at all times (including, without limitation, after giving effect to any payment contemplated by the foregoing Section 4.02(b)) and (n) in the event that if the Borrower is required to apply any portion of asset sale proceeds to prepay or offer to prepay Indebtedness evidenced by the Senior Notes (under the terms of the Senior Notes Indenture), then, notwithstanding anything contained in this Agreement to the contrary, the Borrower shall be applied apply such asset sale proceeds as a mandatory repayment prepayment of the principal of outstanding Term Loans (and/or, if the Total Term Loan Commitment has not yet been terminated, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h4.02(d) and (i4.02(e).
(d) In addition to any other mandatory repayments or commitment Each repayment of the Term Loans and reductions of the Total Revolving Loan Commitments pursuant to this Section 4.02, on each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any sale or issuance of its preferred or common equity, other than (i4.02(c) equity contributions to any Subsidiary of the Borrower made by the Borrower or any other Subsidiary of the Borrower and (ii) sales or issuances to employees, officers or directors of the Borrower or its Subsidiaries to the extent such sales or issuances constitute compensation to such individuals, an amount equal to 100% of such cash proceeds (net of all underwriting discounts, fees and commissions and other costs and expenses associated therewith) of the respective equity issuance or capital contribution shall be applied as a mandatory pro rata to the Term Loans and the Total Revolving Loan Commitment, based upon the aggregate principal amount of the Term Loans at such time and the amount of the Total Revolving Loan Commitment at such time. The amount of each principal repayment of outstanding Term Loans (and/or, if required by Section 4.02(c) shall be applied to reduce the Total Term Loan Commitment has not yet been terminated, as a mandatory reduction then remaining Scheduled Repayments pro rata based upon the then remaining principal amounts of such Scheduled Repayments after giving effect to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h) and (i)all prior reductions thereto.
(e) In addition With respect to any other mandatory repayments or commitment reductions pursuant to each repayment of Loans required by this Section 4.02, on or before the fifth Business Day after each date on or after the Effective Date upon which the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of its Subsidiaries receives cash proceeds from any Asset Sale (other than an Asset Sale permitted by Section 9.02(iii)), an amount equal to 100% of the Net Sale Proceeds from such Asset Sale Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as a mandatory repayment of principal of outstanding Term Loans (and/ordescribed in the preceding sentence, if the Total Term Loan Commitment has not yet been terminatedAdministrative Agent shall, as a mandatory reduction subject to the Total Term Loan Commitment) in accordance with the requirements preceding provisions of Sections 4.02(h) and this clause (ie), provided thatmake such designation in its sole reasonable discretion with a view, so long as but no Default or Event of Default then existsobligation, up to $3,000,000 in the aggregate in any fiscal year of the Borrower of Net Sale Proceeds from Asset Sales may be used or contractually committed to be used to purchase assets to be used in the Permitted Businesses minimize breakage costs owing pursuant to Section 9.07(b1.10.
(f) or Notwithstanding anything to make acquisitions permitted under Section 9.02(ix) within 180 days following the date of such Asset Sale (and contrary contained elsewhere in this Agreement, all then outstanding Loans shall be repaid in full on the Net Sale Proceeds therefrom shall not be required to be applied on or before the fifth BusinessMaturity Date.
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Mandatory Repayments and Commitment Reductions. (a) On If on any day on which date the sum of (i) the aggregate outstanding principal amount of the Revolving Loans and Swingline Loans (after giving effect to all other repayments thereof on such date) and (ii) the Letter of Credit Outstandings on such date exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall prepay repay on such day date the principal of Swingline Loans in an amount up to the amount of such excess andLoans, after all and if no Swingline Loans have been repaid in fullare or remain outstanding, Revolving Loans in an aggregate amount equal to such excess minus the principal amount of Swingline Loans so prepaidexcess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such day date an amount of in cash or and/or Cash Equivalents equal to the amount of such excess (up to a maximum the aggregate amount equal to the of Letter of Credit Outstandings at such time), ) and the Administrative Agent shall hold such cash or Cash Equivalents to be held payment as security for all the obligations of the Borrower hereunder pursuant to the Issuing Banks and the Lenders hereunder in a cash collateral account agreement to be established by entered into in form and substance satisfactory to the Administrative Agent.
(b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the Borrower shall be required to repay that principal amount of A Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01(a) and 4.02(i4.02(j), a "Tranche A Scheduled Repayment," and each such date, a "Scheduled Repayment Date"): Tranche A Scheduled Repayment Date Amount ------------------------ ---------------------------------- ------ July 31August 15, 2001 $2,583,333 November 15, 2001 $2,583,333 February 15, 2002 $10,000,000 October 312,583,334 May 15, 2002 $ 3,750,000 January 31$2,583,333 August 15, 2002 $2,583,333 November 15, 2002 $3,461,667 February 15, 2003 $ 3,750,000 23 30 April 30$3,461,667 May 15, 2003 $ 3,750,000 July 31$3,461,667 August 15, 2003 $ 3,750,000 October 31$3,461,666 November 15, 2003 $ 6,250,000 January 31$3,306,667 February 15, 2004 $ 6,250,000 April 30$3,306,667 May 15, 2004 $ 6,250,000 $3,306,667 August 15, 2004 $3,306,667 A Term Loan Maturity Date $ 6,250,000$3,306,666
(c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date upon which set forth below, the Borrower or any shall be required to repay that principal amount of its Subsidiaries receives any cash proceeds from any incurrence by B Term Loans, to the Borrower or any of its Subsidiaries of Indebtedness for borrowed money extent then outstanding, as is set forth opposite such date (other than Indebtedness for borrowed money permitted to each such repayment, as the same may be incurred pursuant to Section 9.04 reduced as such Section is provided in effect on the Effective DateSections 4.01(a) and 4.02(j), an amount equal to 100% of the Net Debt Proceeds of such Indebtedness shall be applied as a mandatory repayment of principal of outstanding Term Loans (and/or"Tranche B Scheduled Repayment"): Tranche B Scheduled Repayment Date Amount ---------------------------------- ------ August 15, if the Total 2001 $263,625 November 15, 2001 $263,625 February 15, 2002 $625,000 May 15, 2002 $625,000 August 15, 2002 $625,000 November 15, 2002 $625,000 February 15, 2003 $1,250,000 May 15, 2003 $1,250,000 August 15, 2003 $1,250,000 November 15, 2003 $1,250,000 February 15, 2004 $4,600,000 May 15, 2004 $4,600,000 August 15, 2004 $4,600,000 November 15, 2004 $4,600,000 February 15, 2005 $13,170,458.33 May 15, 2005 $13,170,458.33 August 15, 2005 $13,170,458.33 November 15, 2005 $13,170,458.33 February 15, 2006 $13,170,458.33 B Term Loan Commitment has not yet been terminated, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h) and (i).Maturity Date $13,170,458.33
(d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date on which set forth below, the Borrower or any shall be required to repay that principal amount of its Subsidiaries receives any cash proceeds from any sale or issuance of its preferred or common equityC Term Loans, other than (i) equity contributions to any Subsidiary of the Borrower made by the Borrower or any other Subsidiary of the Borrower and (ii) sales or issuances to employees, officers or directors of the Borrower or its Subsidiaries to the extent such sales or issuances constitute compensation to such individuals, an amount equal to 100% of such cash proceeds (net of all underwriting discounts, fees and commissions and other costs and expenses associated therewith) of the respective equity issuance or capital contribution shall be applied as a mandatory repayment of outstanding Term Loans (and/or, if the Total Term Loan Commitment has not yet been terminatedthen outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01(a) and 4.02(j), a mandatory reduction to the Total Term Loan Commitment) in accordance "Tranche C Scheduled Repayment" and, together with the requirements of Sections 4.02(h) and (i).
(e) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on or before the fifth Business Day after each date on or after the Effective Date upon which the Borrower or any of its Subsidiaries receives cash proceeds from any Asset Sale (other than an Asset Sale permitted by Section 9.02(iii)), an amount equal to 100% of the Net Sale Proceeds from such Asset Sale shall be applied as a mandatory repayment of principal of outstanding Term Loans (and/or, if the Total Term Loan Commitment has not yet been terminated, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h) and (i), provided that, so long as no Default or Event of Default then exists, up to $3,000,000 in the aggregate in any fiscal year of the Borrower of Net Sale Proceeds from Asset Sales may be used or contractually committed to be used to purchase assets to be used in the Permitted Businesses pursuant to Section 9.07(b) or to make acquisitions permitted under Section 9.02(ix) within 180 days following the date of such Asset Sale (Tranche A Scheduled Repayments and the Net Sale Proceeds therefrom shall not be required to be applied on or before Tranche B Scheduled Repayments, the fifth Business"Scheduled Repayments" and each a "Scheduled Repayment"):
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Mandatory Repayments and Commitment Reductions. (a) On If on any day on which date the sum of (i) the aggregate outstanding principal amount of the Revolving Loans and Swingline Loans (after giving effect to all other repayments thereof on such date) and (ii) the Letter of Credit Outstandings on such date exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall prepay repay on such day date the principal of Swingline Loans in an amount up to the amount of such excess andLoans, after all and if no Swingline Loans have been repaid in fullare or remain outstanding, Revolving Loans in an aggregate amount equal to such excess minus the principal amount of Swingline Loans so prepaidexcess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such day date an amount of in cash or and/or Cash Equivalents equal to the amount of such excess (up to a maximum the aggregate amount equal to the of Letter of Credit Outstandings at such time), ) and the Administrative Agent shall hold such cash or Cash Equivalents to be held payment as security for all the obligations of the Borrower hereunder pursuant to the Issuing Banks and the Lenders hereunder in a cash collateral account agreement to be established by entered into in form and substance satisfactory to the Administrative Agent.
(b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the Borrower shall be required to repay that principal amount of A Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01(a) and 4.02(i), a "Tranche A Scheduled Repayment," and each such date, a "Scheduled Repayment Date"): ):
Tranche A Scheduled Repayment Date Amount ------------------------ ---------------------------------- ------ July 31August 15, 1999 $3,000,000 November 15, 1999 $1,250,000 February 15, 2000 $1,250,000 May 15, 2000 $1,250,000 August 15, 2000 $1,250,000 November 15, 2000 $1,875,000 February 15, 2001 $1,875,000 May 15, 2001 $1,875,000 August 15, 2001 $1,875,000 November 15, 2001 $1,875,000 February 15, 2002 $10,000,000 October 311,875,000 May 15, 2002 $ 3,750,000 January 31$1,875,000 August 15, 2002 $1,875,000 November 15, 2002 $2,500,000 February 15, 2003 $ 3,750,000 23 30 April 30$2,500,000 May 15, 2003 $ 3,750,000 July 31$2,500,000 August 15, 2003 $ 3,750,000 October 31$2,500,000 November 15, 2003 $ 6,250,000 January 31$2,400,000 February 15, 2004 $ 6,250,000 April 30$2,400,000 May 15, 2004 $ 6,250,000 $2,400,000 August 15, 2004 $2,400,000 A Term Loan Maturity Date $ 6,250,000$2,400,000
(c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date upon which set forth below, the Borrower or any of its Subsidiaries receives any cash proceeds from any incurrence by the Borrower or any of its Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.04 as such Section is in effect on the Effective Date), an amount equal to 100% of the Net Debt Proceeds of such Indebtedness shall be applied as a mandatory repayment required to repay that principal amount of principal of outstanding B Term Loans (and/orLoans, if the Total Term Loan Commitment has not yet been terminated, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h) and (i).
(d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any sale or issuance of its preferred or common equity, other than (i) equity contributions to any Subsidiary of the Borrower made by the Borrower or any other Subsidiary of the Borrower and (ii) sales or issuances to employees, officers or directors of the Borrower or its Subsidiaries to the extent such sales or issuances constitute compensation to such individuals, an amount equal to 100% of such cash proceeds (net of all underwriting discounts, fees and commissions and other costs and expenses associated therewith) of the respective equity issuance or capital contribution shall be applied as a mandatory repayment of outstanding Term Loans (and/or, if the Total Term Loan Commitment has not yet been terminatedthen outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01(a) and 4.02(i), a mandatory reduction to the Total Term Loan Commitment) in accordance "Tranche B Scheduled Repayment" and, together with the requirements of Sections 4.02(h) and (i).
(e) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02Tranche A Scheduled Repayments, on or before the fifth Business Day after each date on or after the Effective Date upon which the Borrower or any of its Subsidiaries receives cash proceeds from any Asset Sale (other than an Asset Sale permitted by Section 9.02(iii)), an amount equal to 100% of the Net Sale Proceeds from such Asset Sale shall be applied as a mandatory repayment of principal of outstanding Term Loans (and/or, if the Total Term Loan Commitment has not yet been terminated, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h) and (i), provided that, so long as no Default or Event of Default then exists, up to $3,000,000 in the aggregate in any fiscal year of the Borrower of Net Sale Proceeds from Asset Sales may be used or contractually committed to be used to purchase assets to be used in the Permitted Businesses pursuant to Section 9.07(b) or to make acquisitions permitted under Section 9.02(ix) within 180 days following the date of such Asset Sale (and the Net Sale Proceeds therefrom shall not be required to be applied on or before the fifth Business"Scheduled Repayment"):
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Mandatory Repayments and Commitment Reductions. (A) Requirements:
(a) On any day on which the sum of (x) the aggregate outstanding principal amount of the Revolving Loans and Loans, (y) the aggregate amount of all Swingline Loans and the (z) Letter of Credit Outstandings at such time, exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall prepay on such day the principal of Swingline Loans in an amount up to and after the amount of such excess and, after all Swingline Loans have been repaid in full, the principal of Revolving Loans in an amount equal to such excess minus the principal amount of Swingline Loans so prepaidexcess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the its Payment Office on such day date an amount of cash or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time)excess, such cash or Cash Equivalents to be held as security for all obligations Obligations of the Borrower hereunder with respect to the Issuing Banks and the Lenders hereunder Letter of Credit Outstandings in a cash collateral account to be established and maintained (including the investments made pursuant thereto) by the Administrative AgentAgent pursuant to a cash collateral agreement in form and substance satisfactory to the Agent (the "Letter of Credit Cash Collateral Account").
(b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below4.02(A), the Borrower shall be required to repay that on each date set forth below (to the extent any day set forth below is not a Business Day then the required date of repayment shall be the immediately preceding Business Day) the principal amount of Term Loans, to the extent then outstanding, as is set forth below opposite such date (each such repayment, repayment as the same may be reduced as provided in Sections 4.01(a) 4.01 and 4.02(i4.02(B), a "Scheduled Repayment," and each such date, a "Scheduled Repayment Date"): Scheduled Repayment Date Amount ------------------------ ------ July March 31, 2002 $10,000,000 October 2005 $ 625,000 June 30, 2005 625,000 September 30, 2005 625,000 December 31, 2002 $ 3,750,000 January 2005 625,000 March 31, 2003 $ 3,750,000 23 30 April 2006 2,500,000 June 30, 2003 $ 3,750,000 July 2006 2,500,000 September 30, 2006 2,500,000 December 31, 2003 $ 3,750,000 October 31, 2003 $ 6,250,000 January 31, 2004 $ 6,250,000 April 30, 2004 $ 6,250,000 Term Loan Maturity Date $ 6,250,0002006 2,500,000
(c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each the date on of the receipt thereof by Holdings or any of its Subsidiaries, an amount equal to:
(i) 100% of the cash proceeds (net of underwriting discounts and commissions and all other reasonable costs associated with such transaction) from any sale or issuance after the Effective Date upon which the Borrower of equity of Holdings or any Subsidiary of its Subsidiaries receives any Holdings (excluding the Initial Equity), and
(ii) 100% of the cash proceeds (net of underwriting discounts and commissions, loan fees and all other reasonable costs associated with such transaction) from any incurrence of any Indebtedness by the Borrower Holdings or any Subsidiary of its Subsidiaries of Indebtedness for borrowed money Holdings (other than Indebtedness for borrowed money permitted to be incurred pursuant to by Section 9.04 9.05 as such said Section is in effect on the Effective Date), an amount equal to 100% of the Net Debt Proceeds of such Indebtedness shall be applied as a mandatory repayment of principal of outstanding Term Loans (and/or, if the Total Term Loan Commitment has not yet been terminated, as a mandatory reduction to the Total Term Loan Commitment) provided in accordance with the requirements of Sections 4.02(h) and (iSection 4.02(B).
(d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, no later than 90 days after the last day of each fiscal year of Holdings, an amount equal to 75% of Excess Cash Flow of Holdings and its Subsidiaries for the relevant Excess Cash Flow Payment Period shall be applied as provided in Section 4.02(B).
(e) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date on which the Borrower Holdings or any Subsidiary of its Subsidiaries Holdings receives any cash proceeds from any sale of assets or issuance of its preferred or common equity, other dispositions (including capital stock and partnership interests and securities other than capital stock and partnership interests the proceeds from the sale of which is recaptured under Section 4.02(A)(c), but excluding (i1) equity contributions sales of inventory in the ordinary course of business and (2) the sale of obsolete, worn-out or uneconomic equipment so long as the aggregate amount of Net Sale Proceeds excluded pursuant to this clause (2) does not exceed $100,000 in the aggregate for all such asset sales in any Subsidiary fiscal year of the Borrower made by the Borrower or any other Subsidiary of the Borrower and (ii) sales or issuances to employees, officers or directors of the Borrower or its Subsidiaries to the extent such sales or issuances constitute compensation to such individualsBorrower), an amount equal to 100% of such cash proceeds (net of all underwriting discounts, fees and commissions and other costs and expenses associated therewith) of the respective equity issuance or capital contribution Net Sale Proceeds thereof shall be applied as a mandatory repayment of outstanding Term Loans (and/or, if the Total Term Loan Commitment has not yet been terminated, as a mandatory reduction to the Total Term Loan Commitment) provided in accordance with the requirements of Sections 4.02(h) and (iSection 4.02(B).
(ef) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on or before the fifth Business Day after each date on or after the Effective Date upon which of the Borrower receipt thereof by Holdings or any Subsidiary of its Subsidiaries receives cash proceeds from any Asset Sale (other than an Asset Sale permitted by Section 9.02(iii))Holdings, an amount equal to 100% of the Net Sale Proceeds from cash proceeds of any Recovery Event (net of reasonable costs incurred in connection with such Asset Sale Recovery Event (including the estimated marginal increase in income taxes which will be payable as a result of such Recovery Event by Holdings or any Subsidiary of Holdings)) shall be applied as provided in Section 4.02(B); PROVIDED that such proceeds not in excess of $100,000 in the aggregate for all Recovery Events occurring during one fiscal year of the Borrower shall not be required to be so applied on such date to the extent that the Borrower delivers a certificate to the Agent on or prior to such date stating that such proceeds shall be used to replace or restore any properties or assets in respect of which such proceeds were paid within a period specified in such certificate not to exceed 180 days after the date of receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended); and PROVIDED FURTHER, that if all or any portion of such proceeds not so applied pursuant to Section 4.02(B) are not so used within the period specified in the proviso, such remaining portion shall be applied on the last day of such specified period as provided in Section 4.02(B).
(g) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all then outstanding Loans of a Tranche shall be repaid in full on the Maturity Date for such Tranche.
(B) Application:
(a) Each mandatory repayment of Loans pursuant to Section 4.02(A)(c) through (f), inclusive, shall be applied:
(i) first, to prepay the principal of outstanding Term Loans (and/oror, if there are no outstanding Term Loans, to reduce the Total Term Loan Commitment has not yet been terminatedCommitment), as a which repayments of Term Loans (and mandatory reduction reductions to the Total Term Loan Commitment) shall be applied to reduce the then remaining Scheduled Repayments in accordance the inverse order of maturity;
(ii) second, to prepay the principal of outstanding Swingline Loans with a corresponding reduction to the Total Revolving Loan Commitment;
(iii) third, to prepay the principal of outstanding Revolving Loans with a corresponding reduction to the Total Revolving Loan Commitment;
(iv) fourth, to cash collateralize Letter of Credit Outstandings by depositing cash in the Letter of Credit Cash Collateral Account in an amount equal to such Letter of Credit Outstandings (it being understood that the Total Revolving Loan Commitment shall be reduced by the amount of cash collateral required to be deposited by this clause (iv)); and
(v) fifth, to reduce the remaining Total Revolving Loan Commitment (after giving effect to any reductions thereto pursuant to the application of preceding clauses (ii)-(iv)), with the requirements amount of Sections 4.02(hsuch reduction to be deemed to be an application of proceeds for the purposes of this Section 4.02(B)(a) and even though cash is not actually applied.
(ib) Notwithstanding anything to the contrary contained in this Section 4.02 or elsewhere in this Agreement (including, without limitation, in Section 13.12), provided that, so long as no Default or Event of Default then exists, up to $3,000,000 in the aggregate in any fiscal year of the Borrower shall have the option, in its sole discretion, to give the Banks with outstanding Term Loans the option to waive a mandatory repayment of Net Sale Proceeds from Asset Sales may be used or contractually committed to be used to purchase assets to be used in the Permitted Businesses such Loans pursuant to Section 9.07(b) or to make acquisitions permitted under 4.02, in each case, upon the terms and provisions set forth in this Section 9.02(ix) within 180 days following the date of such Asset Sale (and the Net Sale Proceeds therefrom shall not be required to be applied on or before the fifth Business4.
Appears in 1 contract
Sources: Credit Agreement (Ubiquitel Inc)
Mandatory Repayments and Commitment Reductions. (a) On If on any day on which ---------------------------------------------- date the sum of (x) the aggregate outstanding principal amount of the Revolving Loans and Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the Letter of Credit Outstandings on such date, exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall prepay repay on such day date, the principal of Swingline Loans in an amount up to the amount of such excess andLoans, after all and if no Swingline Loans have been repaid in fullare or remain outstanding, the principal of Revolving Loans in an aggregate amount equal to such excess minus the principal amount of Swingline Loans so prepaidexcess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such day date an amount of in cash or and/or Cash Equivalents equal to the amount of such excess (up to a maximum the aggregate amount equal to the of Letter of Credit Outstandings at such time), ) and the Administrative Agent shall hold such cash or Cash Equivalents to be held payment as security for all the obligations of the Borrower to the Issuing Banks and the Lenders hereunder in pursuant to a cash collateral account agreement to be established by entered into in form and substance reasonably satisfactory to the Administrative Agent.
(bi) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the Borrower shall be required to repay that principal amount of Tranche A Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01(a) 4.01 and 4.02(i4.02(g), a "Tranche A Term Loan Scheduled Repayment," and each such date, a "Scheduled Repayment Date"): ):
Tranche A Scheduled Repayment Date Amount ------------------------ ------ July ---------------------------------- --------------------- June 30, 1999 $312,500 September 30, 1999 $312,500 December 31, 1999 $312,500
Tranche A Scheduled Repayment Date Amount ---------------------------------- --------------------- March 31, 2000 $312,500 June 30, 2000 $312,500 September 30, 2000 $312,500 December 31, 2000 $312,500 March 31, 2001 $312,500 June 30, 2001 $312,500 September 30, 2001 $312,500 December 31, 2001 $312,500 March 31, 2002 $10,000,000 October 312,500 June 30, 2002 $312,500 September 30, 2002 $312,500 December 31, 2002 $ 3,750,000 January $312,500 March 31, 2003 $ 3,750,000 23 30 April $312,500 June 30, 2003 $ 3,750,000 July $312,500 September 30, 20003 $312,500 December 31, 2003 $ 3,750,000 October 31, 2003 $ 6,250,000 January $312,500 March 31, 2004 $ 6,250,000 April 30, 2004 $ 6,250,000 $312,500 Tranche A Term Loan Maturity Date $ 6,250,000$118,750,000
(ii) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, the Borrower shall be required to repay (x) on each date on which the then remaining Tranche A Term Loan Scheduled Repayments are required to be made (or would be required to be made if Tranche A Term Loans were then outstanding) pursuant to Section 4.02(b)(i) prior to the Tranche A Term Loan Maturity Date, that principal amount of Tranche B Term Loans made under each Tranche B Term Loan Sub-Facility, to the extent then outstanding, as is equal to the product of (i) the aggregate principal amount of Tranche B Term Loans under such Tranche B Term Loan Sub-Facility incurred on the relevant Tranche B Term Loan Commitment Date and (ii) 1/4 of 1% and (y) on the Tranche B Term Loan Maturity Date, that portion of the remaining principal amount of Tranche B Term Loans under each Tranche B Term Loan Sub-Facility incurred on the relevant Tranche B Term Loan Commitment Date not required to be repaid pursuant to clause (x) above, to the extent then outstanding (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g), a "Tranche B Term Loan Scheduled Repayment").
(c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date upon which the Borrower or any of its Subsidiaries receives any cash proceeds Net Sale Proceeds from any incurrence Asset Sale, an amount equal to the Applicable Prepayment Percentage of the Net Sale Proceeds from such Asset Sale shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(g) and (h); provided that (I) -------- with respect to any such Net Sale Proceeds received by the Borrower or any of its Subsidiaries in connection with a sale of Indebtedness for borrowed money Janitorial Equipment, such Net Sale Proceeds shall not give rise to a mandatory repayment (other than Indebtedness for borrowed money permitted and/or commitment reduction, as the case may be) on such date to be incurred the extent that no Default or Event of Default then exists and the Borrower delivers a certificate to the Administrative Agent at the time of its delivery (or required delivery) of financial statements pursuant to Section 9.04 as such Section is in effect on the Effective Date8.01(b) or (c), an amount equal as the case may be, stating that such Net Sale Proceeds shall be used or have been used to 100% purchase replacement Janitorial Equipment within 270 days following the date of receipt of such Net Sale Proceeds from such Asset Sale (which certificate shall set forth the estimates of the Net Debt Proceeds proceeds to be so expended or the actual amount of the proceeds so expended, as the case may be); provided however that (i) if the -------- ------- Borrower fails to deliver the aforementioned certificate to the Administrative Agent at the time of its delivery (or required delivery) of financial statements pursuant to Section 8.01(b) or (c), as the case may be, all of such Indebtedness Net Sale Proceeds shall be applied at such time as a mandatory repayment and/or commitment reduction as provided above (without giving effect to the first proviso hereto) and (ii) if all or any portion of principal such Net Sale Proceeds are not so used within such 270-day period specified above, such remaining portion shall be applied on the last day of outstanding Term Loans (and/or, if the Total Term Loan Commitment has not yet been terminated, such period as a mandatory repayment and/or commitment reduction as provided above (without giving effect to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(hfirst proviso hereto) and (II) with respect to no more than $5,000,000 in the aggregate of such Net Sale Proceeds received by the Borrower or its Subsidiaries in any fiscal year of the Borrower (other than Net Sale Proceeds received in connection with a sale of Janitorial Equipment), such Net Sale Proceeds shall not give rise to a mandatory repayment (and/or commitment reduction, as the case may be) on such date to the extent that no Default or Event of Default then exists and the Borrower delivers a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be used or contractually committed to be used to purchase assets used or to be used in the businesses permitted pursuant to Section 9.01 (including, without limitation (but only to the extent permitted by Section 9.02), the purchase of the capital stock of a Person engaged in such businesses) within 270 days following the date of receipt of such Net Sale Proceeds from such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided -------- however that (i) if all or any portion of such Net Sale Proceeds are not so used ------- (or contractually committed to be used) within such 270-day period, such remaining portion shall be applied on the last day of such period as a mandatory repayment and/or commitment reduction as provided above (without giving effect to the first proviso hereto) and (ii) if all or any portion of such Net Sale Proceeds are not so used within such 270-day period referred to in clause (i) of this clause (y) because such amount is contractually committed to be used and subsequent to the date of receipt of the respective Net Sale Proceeds such contract is terminated or expires without such portion being so used, such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment and/or commitment reduction as provided above (without giving effect to the first proviso hereto).
(d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any sale incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 9.04 as in effect on the Effective Date) or issuance of its preferred or common equity, other than Disqualified Preferred Stock (i) equity contributions to any Subsidiary of the Borrower made by the Borrower or any other Subsidiary of the Borrower and (ii) sales or issuances to employees, officers or directors of the Borrower or its Subsidiaries except to the extent such sales or issuances constitute compensation the proceeds therefrom are used to such individualseffect Permitted Acquisitions), an amount equal to 100% the Applicable Prepayment Percentage of such cash proceeds (net of all underwriting discounts, fees and commissions and other costs and expenses associated therewith) the Net Cash Proceeds of the respective equity incurrence of Indebtedness or issuance or capital contribution of Disqualified Preferred Stock shall be applied as a mandatory repayment of outstanding Term Loans (and/or, if the Total Term Loan Commitment has not yet been terminated, as a mandatory and/or commitment reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h4.02(g) and (ih).
(e) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on or before the fifth Business Day after within 10 days following each date on or after the Effective Date upon on which the Borrower or any of its Subsidiaries receives cash any proceeds from any Asset Sale Recovery Event (other than proceeds from Recovery Events in an Asset Sale permitted by Section 9.02(iii)amount less than $1,000,000 per Recovery Event), an amount equal to 100% of the Net Sale Proceeds from proceeds of such Asset Sale Recovery Event (net of reasonable costs (including, without limitation, legal costs and expenses) and taxes incurred in connection with such Recovery Event and the amount of such proceeds required to be used to repay any Indebtedness (other than Indebtedness of the Banks pursuant to this Agreement) which is secured by the respective assets subject to such Recovery Event) shall be applied as a mandatory repayment of principal of outstanding Term Loans (and/or, if the Total Term Loan Commitment has not yet been terminated, as a mandatory and/or commitment reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h4.02(g) and (ih), ; provided that, that (x) -------- so long as no Default or Event of Default then existsexists and such proceeds do not exceed $2,500,000, up such proceeds shall not be required to $3,000,000 in be so applied on such date to the aggregate in any fiscal year extent that an Authorized Officer of the Borrower of Net Sale Proceeds from Asset Sales may has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used or contractually shall be committed to be used to purchase replace or restore any properties or assets to be used in the Permitted Businesses pursuant to Section 9.07(b) or to make acquisitions permitted under Section 9.02(ix) respect of which such proceeds were paid within 180 360 days following the date of such Asset Sale Recovery Event (which certificate shall set forth the estimates of the proceeds to be so expended), and (y) so long as no Default or Event of Default then exists and to the Net Sale Proceeds therefrom extent that (a) the amount of such proceeds exceeds $2,500,000, (b) the amount of such proceeds, together with other cash available to the Borrower and its Subsidiaries and permitted to be spent by them on Capital Expenditures during the relevant period, equals at least 100% of the cost of replacement or restoration of the properties or assets in respect of which such proceeds were paid as determined by the Borrower and as supported by such estimates or bids from contractors or subcontractors or such other supporting information as the Administrative Agent may reasonably accept, (c) an Authorized Officer of the Borrower has delivered to the Administrative Agent a certificate on or prior to the date the application would otherwise be required pursuant to this Section 4.02(e) in the form described in clause (x) above and also certifying its determination as required by preceding clause (b) and certifying the sufficiency of business interruption insurance as required by succeeding clause (d), and (d) an Authorized Officer of the Borrower has delivered to the Administrative Agent such evidence as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent establishing that the Borrower has sufficient business interruption insurance and that the Borrower will receive payment thereunder in such amounts and at such times as are necessary to satisfy all obligations and expenses of the Borrower (including, without limitation, all debt service requirements, including pursuant to this Agreement), without any delay or extension thereof, for the period from the date of the respective casualty, condemnation or other event giving rise to the Recovery Event and continuing through the completion of the replacement or restoration of the respective properties or assets, then the entire amount of the proceeds of such Recovery Event and not just the portion in excess of $2,500,000 shall be deposited with the Administrative Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Administrative Agent whereby such proceeds shall be disbursed to the Borrower from time to time as needed to pay or reimburse the Borrower or such Subsidiary actual costs incurred by it in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be established by the Administrative Agent), provided further, that at any time while an Event -------- ------- of Default has occurred and is continuing, the Required Banks may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Borrower to, follow said directions) to apply any or all proceeds then on deposit in such collateral account to the repayment of Obligations hereunder in the same manner as proceeds would be applied pursuant to the Security Agreement, and provided further, that if all or any portion of -------- ------- such proceeds not be required to be applied as a mandatory repayment and/or commitment reduction pursuant to the second preceding proviso (whether pursuant to clause (x) or (y) thereof) are either (A) not so used or committed to be so used within 360 days after the date of the respective Recovery Event or (B) if committed to be used within 360 days after the date of receipt of such net proceeds and not so used within 18 months after the date of respective Recovery Event then, in either such case, such remaining portion not used or committed to be used in the case of preceding clause (A) and not used in the case of preceding clause (B) shall be applied on the date occurring 360 days after the date of the respective Recovery Event in the case of clause (A) above or the date occurring 18 months after the date of the respective Recovery Event in the case of clause (B) above, as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(g) and (h).
(f) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on the 90th day following the Initial Borrowing Date, an amount equal to 100% of the remainder of (x) the amount deposited in the BT Tender Offer Account on the Initial Borrowing Date (i.e., ---- $573,750,000) less (y) the amount utilized by the Borrower to finance the Common ---- Stock Repurchase on or before prior to such date less (z) the fifth Businessamount utilized by the ---- Borrower to purchase Borrower Common Stock on the open-market pursuant to, and in accordance with the requirements of, Section 9.06(viii), shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(g) and (h).
(g) Each amount required to be applied pursuant to Sections 4.02(c), (d) or (e) in accordance with this Section 4.02(g) shall be applied (I) at any time prior to the initial Tranche B Term Loan Commitment Date, (i) first, to ----- repay the outstanding principal amount of Tranche A Term Loans and (ii) second, to the extent in excess of the amounts required to be applied pursuant to preceding sub-clause (i), to reduce the Total Revolving Loan Commitment and (II) on and after the initial Tranche B Term Loan Commitment Date, (i) first, to ----- repay the outstanding principal amount of Tranche A Term Loans and (ii) second, ------ to the extent in excess of the amounts required to be applied pursuant to preceding sub-clause (i) of this clause (II), to repay the outstanding principal amount of Tranche B Term Loans and to reduce the Total Revolving Loan Commitment, with (x) each such amount required to repay outstanding Tranche B Term Loans or reduce the Total Revolving Loan Commitment to be applied pro rata --- ---- to the Tranche B Term Loans (based upon the then remaining principal amount thereof) and the Total Revolving Loan Commitment (as then in effect), (y) the Tranche B Term Loans to be allocated the B TL Repayment Percentage of the amount to be so applied and the Total Revolving Loan Commitment to be allocated the RL Reduction Percentage of the amount to
Appears in 1 contract
Mandatory Repayments and Commitment Reductions. (a) On If on any day on which date the sum of (i) the aggregate outstanding principal amount of the Revolving Loans and Swingline Loans (after giving effect to all other repayments thereof on such date) and (ii) the Letter of Credit Outstandings on such date exceeds the Total Revolving Loan Commitment as then in effect, the US Borrower and/or the French Borrower shall prepay repay on such day date the principal of Swingline Loans in an amount up to the amount of such excess andLoans, after all and if no Swingline Loans have been repaid in fullare or remain outstanding, Revolving Loans in an aggregate amount equal to such excess minus the principal amount of Swingline Loans so prepaidexcess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the US Borrower shall pay to the Administrative Agent at the Payment Office on such day date an amount of in cash or and/or Cash Equivalents equal to the amount of such excess (up to a maximum the aggregate amount equal to the of Letter of Credit Outstandings at such time), ) and the Agent shall hold such cash or Cash Equivalents to be held payment as security for all the obligations of the US Borrower hereunder pursuant to the Issuing Banks and the Lenders hereunder in a cash collateral account agreement to be established by entered into in form and substance satisfactory to the Administrative Agent.
(b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the US Borrower shall be required to repay that principal amount of Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01(a) 4.01 and 4.02(i), a "Scheduled Repayment," and each such date, a "Scheduled Repayment Date"): Scheduled Repayment Date Amount ------------------------ ------ July 31-------------------------- -------- June 15, 1999 $1,500,000 September 15, 1999 $1,500,000 December 15, 1999 $2,000,000 March 15, 2000 $2,000,000 June 15, 2000 $3,500,000 September 15, 2000 $3,500,000 December 15, 2000 $4,000,000 March 15, 2001 $4,000,000 June 15, 2001 $5,000,000 September 15, 2001 $5,000,000 December 15, 2001 $5,000,000 March 15, 2002 $10,000,000 October 315,000,000 June 15, 2002 $ 3,750,000 January 31$5,000,000 September 15, 2002 $5,000,000 December 15, 2002 $5,500,000 March 15, 2003 $ 3,750,000 23 30 April 30$5,500,000 June 15, 2003 $ 3,750,000 July 31$5,500,000 September 15, 2003 $ 3,750,000 October 31$5,500,000 December 15, 2003 $ 6,250,000 January 31$6,000,000 March 15, 2004 $ 6,250,000 April 30$6,000,000 June 15, 2004 $ 6,250,000 Term Loan $6,000,000 September 15, 2004 $6,000,000 December 15, 2004 $6,000,000 Final Maturity Date $ 6,250,000$6,000,000
(c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Restatement Effective Date upon which the Borrower Parent or any of its Subsidiaries receives any cash proceeds Net Sale Proceeds from any incurrence by the Borrower or any of its Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.04 as such Section is in effect on the Effective Date)Asset Sale, an amount equal to 100% of the Net Debt Sale Proceeds of from such Indebtedness Asset Sale shall be applied as a mandatory repayment of principal and/or commitment reduction, as the case may be, of outstanding Term Loans (and/or, if and the Total Term Revolving Loan Commitment has not yet been terminated, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h4.02(i) and (j); provided that up to $1,000,000 in aggregate Net Sale Proceeds received during such fiscal year may be retained by Parent and its Subsidiaries without giving rise to a mandatory repayment (and/or commitment reduction, as the case may be) to the extent that no Default or Event of Default exists at the time such Net Sale Proceeds are received, and provided further that (i) additional Net Sale Proceeds of up to $250,000 in the aggregate received by Parent or its Subsidiaries on or after the Restatement Effective Date shall not give rise to a mandatory repayment (and/or commitment reduction, as the case may be) on such date to the extent that no Default or Event of Default then exists and the US Borrower delivers a certificate to the Agent on or prior to such date stating that such Net Sale Proceeds shall be used to purchase assets used or to be used in the businesses permitted pursuant to Section 9.01 (including, without limitation (but only to the extent permitted by Section 9.02), the purchase of the capital stock of a Person engaged in such businesses) within one year following the date of receipt of such Net Sale Proceeds from such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended) and (ii) that (x) if all or any portion of such Net Sale Proceeds are not so used (or contractually committed to be used) within such one year period, such remaining portion shall be applied on the last day of such period as a mandatory repayment and/or commitment reduction, as the case may be, of outstanding Term Loans and the Total Revolving Loan Commitment as provided above and (y) if all or any portion of such Net Sale Proceeds are not so used within such one year period referred to in clause (x) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment and/or commitment reduction, as the case may be, of outstanding Term Loans and the Total Revolving Loan Commitment as provided above.
(d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Restatement Effective Date on which Parent or any of its Subsidiaries receives any cash proceeds from any incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 9.04 as in effect on the Borrower Restatement Effective Date) by Parent or any of its Subsidiaries, an amount equal to 100% of the cash proceeds (net of all underwriting discounts, fees and commissions and other costs and expenses associated therewith) of the respective incurrence of Indebtedness shall be applied as a mandatory repayment and/or commitment reduction, as the case may be, of outstanding Term Loans and the Total Revolving Loan Commitment in accordance with the requirements of Sections 4.02(i) and (j).
(e) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Restatement Effective Date on which Parent or any of its Subsidiaries receives any cash proceeds from any sale or issuance of its preferred or common equity, equity of (or cash capital contributions to) Parent or any of its Subsidiaries (other than proceeds received from (ix) equity contributions to any Subsidiary of the Borrower Parent made by the Borrower Parent or any other Subsidiary of the Borrower Parent and (iiy) sales any employee, officer or issuances to employeesdirector, officers or directors from the exercise of the Borrower or its Subsidiaries options granted pursuant to the extent Stock Option Plan, PROVIDED that this clause (y) shall apply only to the first $2,500,000 in the aggregate of such sales or issuances constitute compensation to such individualsproceeds received in any fiscal year of Parent, commencing with the fiscal year beginning October 1, 1998), an amount equal to 10025% of such cash proceeds (net of all underwriting discounts, fees and commissions and other costs and expenses associated therewith) of the respective equity issuance or capital contribution shall be applied as a mandatory repayment and/or commitment reduction, as the case may be, of outstanding Term Loans (and/or, if Terms Loan and the Total Term Revolving Loan Commitment has not yet been terminated, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h4.02(i) and (ij).
(ef) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, within 10 days following each date on or after the Restatement Effective Date on which Parent or any of its Subsidiaries receives any proceeds from any Recovery Event (other than proceeds from Recovery Events in an amount less than $100,000 per Recovery Event), an amount equal to 100% of the proceeds of such Recovery Event (net of reasonable costs including, without limitation, legal costs and expenses, and taxes incurred in connection with such Recovery Event) shall be applied as a mandatory repayment and/or commitment reduction, as the case may be, of outstanding Term Loans and the Total Revolving Loan Commitment in accordance with the requirements of Sections 4.02(i) and (j); PROVIDED that (x) so long as no Default or Event of Default then exists and such proceeds do not exceed $500,000, such proceeds shall not be required to be so applied on such date to the extent that an Authorized Officer of the US Borrower has delivered a certificate to the Agent on or prior to such date stating that such proceeds shall be used or shall be committed to be used to replace or restore any properties or assets in respect of which such proceeds were paid within one year following the date of such Recovery Event (which certificate shall set forth the estimates of the proceeds to be so expended) and (y) so long as no Default or Event of Default then exists and if (a) the amount of such proceeds exceeds $500,000, (b) the amount of such proceeds, together with other cash available to the US Borrower and its Subsidiaries and permitted to be spent by them on Capital Expenditures during the relevant period pursuant to Section 9.08, equals at least 100% of the cost of replacement or restoration of the properties or assets in respect of which such proceeds were paid as determined by the US Borrower and as supported by such estimates or bids from contractors or subcontractors or such other supporting information as the Agent may reasonably request, (c) an Authorized Officer of the US Borrower has delivered to the Agent a certificate on or prior to the date the application would otherwise be required pursuant to this Section 4.02(f) in the form described in clause (x) above and also certifying its determination as required by preceding clause (b) and certifying the sufficiency of business interruption insurance as required by succeeding clause (d), and (d) an Authorized Officer of the US Borrower has delivered to the Agent such evidence as the Agent may reasonably request in form and substance reasonably satisfactory to the Agent establishing that the US Borrower has sufficient business interruption insurance and that the US Borrower and its subsidiaries will receive payment thereunder in such amounts and at such times as are necessary to satisfy all obligations and expenses of each Borrower (including, without limitation, all debt service requirements, including pursuant to this Agreement), without any delay or extension thereof, for the period from the date of the respective casualty, condemnation or other event giving rise to the Recovery Event and continuing through the completion of the replacement or restoration of respective properties or assets, then the entire amount of the proceeds of such Recovery Event and not just the portion in excess of $500,000 shall be deposited with the Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Agent whereby such proceeds shall be disbursed to the US Borrower from time to time as needed to pay actual costs incurred by them in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be established by the Agent), PROVIDED FURTHER that at any time while an Event of Default has occurred and is continuing, the Required Banks may direct the Agent (in which case the Agent shall, and is hereby authorized by the US Borrower to, follow said directions) to apply any or all proceeds then on deposit in such collateral account to the repayment of Obligations hereunder, and PROVIDED FURTHER, that if all or any portion of such proceeds not required to be applied as a mandatory repayment and/or commitment reduction pursuant to the second preceding proviso (whether pursuant to clause (x) or (y) thereof) are either (A) not so used or committed to be so used within one year after the date of the respective Recovery Event or (B) if committed to be used within one year after the date of receipt of such net proceeds and not so used within 18 months after the date of respective Recovery Event then, in either such case, such remaining portion not used or committed to be used in the case of preceding clause (A) and not used in the case of preceding clause (B) shall be applied on the date which is the first anniversary of the date of the respective Recovery Event in the case of clause (A) above or the date occurring 18 months after the date of the respective Recovery Event in the case of clause (B) above as a mandatory repayment and/or commitment reduction, as the case may be, of outstanding Terms Loans and the Total Revolving Loan Commitment in accordance with the requirements of Sections 4.02(i) and (j).
(g) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on or before the fifth Business Day after each date on or after the Effective Date upon which the Borrower or any of its Subsidiaries receives cash proceeds from any Asset Sale (other than an Asset Sale permitted by Section 9.02(iii))Excess Cash Payment Date, an amount equal to 100% the Applicable Excess Cash Flow Percentage of the Net Sale Proceeds from such Asset Sale Excess Cash Flow for the relevant Excess Cash Flow Payment Period shall be applied as a mandatory repayment of principal and/or commitment reduction, as the case may be, of outstanding Term Loans (and/or, if and the Total Term Revolving Loan Commitment has not yet been terminated, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h4.02(i) and (j).
(h) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, at such time as a final determination is made with respect to the amount of payments owing pursuant to Section 2.5 of the Acquisition Agreement, the aggregate net amount (if any) of cash proceeds received by Parent or any of its Subsidiaries pursuant thereto shall be applied as a mandatory repayment and/or commitment reduction, as the case may be, of outstanding Term Loans and the Total Revolving Loan Commitment in accordance with the requirements of Section 4.02(i) and (j); PROVIDED that the receipt of such proceeds shall not give rise to a mandatory repayment (and/or commitment reduction, as the case may be) on such date to the extent that (i), provided that, so long as ) no Default or Event of Default then exists, up exists and the US Borrower delivers a certificate to $3,000,000 the Agent on or prior to such date stating that such proceeds shall be used to purchase assets used or to be used in the aggregate in any fiscal year businesses permitted pursuant to Section 9.01 (including, without limitation (but only to the extent permitted by Section 9.02), the purchase of the Borrower capital stock of Net Sale Proceeds from Asset Sales may a Person engaged in such businesses) within one year following the date of receipt of such proceeds (which certificate shall set forth the estimates of the proceeds to be so expended) and (ii) (x) if all or any portion of such proceeds are not so used (or contractually committed to be used) within such one year period, such remaining portion shall be applied on the last day of such period as a mandatory repayment and/or commitment reduction, as the case may be, of outstanding Term Loans and the Total Revolving Loan Commitment as provided above and (y) if all or any portion of such proceeds are not so used within such one year period referred to purchase assets in clause (x) above because such amount is contractually committed to be used in the Permitted Businesses pursuant and subsequent to Section 9.07(b) such date such contract is terminated or to make acquisitions permitted under Section 9.02(ix) within 180 days following expires without such portion being so used, such remaining portion shall be applied on the date of such Asset Sale (termination or expiration as a mandatory repayment and/or commitment reduction, as the case may be, of outstanding Term Loans and the Net Sale Proceeds therefrom shall not be Total Revolving Loan Commitment as provided above.
(i) Each amount required to be applied on pursuant to Sections 4.02(c), (d), (e), (f), (g) and (h) in accordance with this Section 4.02(i) shall be applied (i) first, to repay the outstanding principal amount of Term Loans (or, if prior to the Restatement Effective Date, to reduce the Total Term Loan Commitment) and (ii) second, to the extent in excess of the amounts required to be applied pursuant to preceding clause (i), to reduce the Total Revolving Loan Commitment (it being understood and agreed that (i) the amount of any reduction to the Total Revolving Loan Commitment (or before the fifth BusinessTotal Term Loan Commitment, as the case may be) as provided above in this Section 4.02(i) shall be deemed to be an application of proceeds for purposes of this Section 4.02(i) even though cash is not actually applied and (ii) any cash received by Parent or such Subsidiary will be retained by such Person except to the extent that such cash is otherwise required to be applied as provided in Section 4.02(a) as a result of any reduction to the Total Revolving Loan Commitment). All repayments or commitment reductions, as the case may be, of outstanding Term Loans (or, if prior to the Restatement Effective Date, Term Loan Commitments) pursuant to Sections 4.02(c), (d), (e), (f), (g) and (h) shall be
Appears in 1 contract
Mandatory Repayments and Commitment Reductions. (a) On any day on which the sum of (I) the aggregate outstanding principal amount of the all Revolving Loans and (after giving effect to all other repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (III) the aggregate amount of all Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effectat such time, the Borrower shall prepay on such day the principal of Swingline Loans in an amount up to the amount of such excess and, after all Swingline Loans have been repaid in fullfull or if no Swingline Loans are outstanding, Revolving Loans in an amount equal to such excess minus the principal amount of Swingline Loans so prepaidexcess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effectof such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash or and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Banks Lender and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent.
(bi) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the Borrower shall be required to repay that principal amount of Tranche A Term Loans, to the extent then outstanding, as is set forth opposite each such date below (each such repayment, as the same may be reduced as provided in Sections 4.01(a) and 4.02(i4.02(h), a "Tranche A Term Loan Scheduled Repayment," and each such date, a "Scheduled Repayment Date"): Tranche A Term Loan Scheduled Repayment Date Amount ------------------------ ------ July September 30, 2000 $3,250,000 December 31, 2000 $3,250,000 March 31, 2001 $3,250,000 June 30, 2001 $3,250,000 September 30, 2001 $4,062,500 December 31, 2001 $4,062,500 March 31, 2002 $10,000,000 October 4,062,500 June 30, 2002 $4,062,500 September 30, 2002 $4,062,500 December 31, 2002 $ 3,750,000 January $4,062,500 March 31, 2003 $ 3,750,000 23 30 April $4,062,500 June 30, 2003 $ 3,750,000 July $4,062,500 September 30, 2003 $4,875,000 December 31, 2003 $ 3,750,000 October 31, 2003 $ 6,250,000 January $4,875,000 March 31, 2004 $ 6,250,000 April 30, 2004 $ 6,250,000 $4,875,000 Tranche A Term Loan Maturity Date $ 6,250,000$4,875,000
(ii) In addition to any other mandatory repayments pursuant to this Section 4.02, on each date set forth below, the Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite each such date below (each such repayment, as the same may be reduced as provided in Sections 4.01(a) and 4.02(h), a "Tranche B Term Loan Scheduled Repayment"): Tranche B Term Loan Scheduled Repayment Date Amount ------------------------ ------ September 30, 2000 $312,500 December 31, 2000 $312,500 March 31, 2001 $312,500 June 30, 2001 $312,500 September 30, 2001 $312,500 December 31, 2001 $312,500 March 31, 2002 $312,500 June 30, 2002 $312,500 September 30, 2002 $312,500 December 31, 2002 $312,500 March 31, 2003 $312,500 June 30, 2003 $312,500 September 30, 2003 $312,500 December 31, 2003 $312,500 March 31, 2004 $312,500 June 30, 2004 $312,500 September 30, 2004 $11,875,000 December 31, 2004 $11,875,000 March 31, 2005 $11,875,000 June 30, 2005 $11,875,000 September 30, 2005 $11,875,000 December 31, 2005 $11,875,000 March 31, 2006 $11,875,000 Tranche B Term Loan Maturity Date $11,875,000
(c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Initial Borrowing Date upon which the Borrower or any of its Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity (other than cash proceeds received (i) from the issuance by the Borrower of shares of its common stock (including as a result of the exercise of any options with regard thereto), or options to purchase shares of its common stock, to officers, directors and employees of the Borrower or any of its Subsidiaries in an aggregate amount not to exceed $500,000 in any fiscal year of the Borrower or (ii) from equity contributions to any Subsidiary of the Borrower to the extent made by the Borrower or another Subsidiary of the Borrower), an amount equal to 50% of the Net Equity Proceeds of such capital contribution or sale or issuance of equity shall be applied on such date as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Sections 4.02(h) and (i); provided, however, no repayment shall be required pursuant to this Section 4.02(c) if at the time of receipt of such Net Equity Proceeds no Default or Event of Default then exists and the Consolidated Leverage Ratio at such time shall be less than 3.00:1.00.
(d) In addition to any other mandatory repayments pursuant to this Section 4.02, on each date on or after the Initial Borrowing Date upon which the Borrower or any of its Subsidiaries receives any cash proceeds from any incurrence by the Borrower or any of its Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.04 as such Section is in effect on the Effective Date), an amount equal to 100% of the Net Debt Proceeds of such the respective incurrence of Indebtedness shall be applied on such date as a mandatory repayment of principal of outstanding Term Loans (and/or, if the Total Term Loan Commitment has not yet been terminated, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h) and (i).
(d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any sale or issuance of its preferred or common equity, other than (i) equity contributions to any Subsidiary of the Borrower made by the Borrower or any other Subsidiary of the Borrower and (ii) sales or issuances to employees, officers or directors of the Borrower or its Subsidiaries to the extent such sales or issuances constitute compensation to such individuals, an amount equal to 100% of such cash proceeds (net of all underwriting discounts, fees and commissions and other costs and expenses associated therewith) of the respective equity issuance or capital contribution shall be applied as a mandatory repayment of outstanding Term Loans (and/or, if the Total Term Loan Commitment has not yet been terminated, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h) and (i).
(e) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on or before the fifth Business Day after each date on or after the Effective Initial Borrowing Date upon which the Borrower or any of its Subsidiaries receives any cash proceeds from any Asset Sale (other than an Asset Sale permitted by Section 9.02(iii))Sale, an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied on such date as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Sections 4.02(h) and (i); provided that with respect to no more than $5,000,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower (other than cash proceeds received from the sale of the InfoSpace Stock, which cash proceeds shall be applied as provided above in this Section 4.02(e) without regard to this proviso), the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default or Event of Default then exists and the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be used to purchase assets used or to be used in the business permitted pursuant to Section 9.14 (including, without limitation (but only to the extent permitted by Section 9.02), the purchase of the assets or 100% of the capital stock of a Person engaged in such businesses) within 180 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that if all or any portion of such Net Sale Proceeds not required to be applied to the repayment of outstanding Term Loans are not so reinvested within such 180-day period (or such earlier date, if any, as the Borrower determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.02(e) without regard to the preceding proviso.
(f) In addition to any other mandatory repayments pursuant to this Section 4.02, on each Excess Cash Payment Date, an amount equal to 75% of the Excess Cash Flow for the relevant Excess Cash Payment Period shall be applied as a mandatory repayment of principal of outstanding Term Loans (and/or, if the Total Term Loan Commitment has not yet been terminated, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h) and (i).
(g) In addition to any other mandatory repayments pursuant to this Section 4.02, within 10 days following each date on or after the Initial Borrowing Date upon which the Borrower or any of its Subsidiaries receives any cash proceeds from any Recovery Event (other than Recovery Events in which the Net Insurance Proceeds therefrom do not exceed $100,000), an amount equal to 100% of the Net Insurance Proceeds from such Recovery Event shall be applied on such date as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Sections 4.02(h) and (i); provided that, that so long as no Default or Event of Default then exists, up such Net Insurance Proceeds shall not be required to $3,000,000 in be so applied on such date to the aggregate in any fiscal year of extent that the Borrower of has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Insurance Proceeds from Asset Sales may be used or contractually committed to shall be used to purchase replace or restore any properties or assets to be used in the Permitted Businesses pursuant to Section 9.07(b) or to make acquisitions permitted under Section 9.02(ix) respect of which such Net Insurance Proceeds were paid within 180 days following the date of the receipt of such Asset Sale Net Insurance Proceeds (which certificate shall set forth the estimates of the Net Insurance Proceeds to be so expended), and provided further, that (i) if the amount of such Net Insurance Proceeds exceeds $2,500,000, then the entire amount of such Net Insurance Proceeds (and not just the portion of such Net Sale Insurance Proceeds therefrom in excess of $2,500,000) shall be deposited with the Administrative Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Administrative Agent whereby such proceeds shall be disbursed to the Borrower from time to time as needed to pay actual costs incurred by it or its applicable Subsidiary in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be reasonably required by the Administrative Agent, including certifications to the effect that (x) no Default or Event of Default then exists and (y) the Borrower or its applicable Subsidiary has actually incurred such costs (which certification shall be accompanied by any paid invoices or invoices required to be paid within 5 Business Days thereafter)), although at any time while an Event of Default has occurred and is continuing, the Required Lenders may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Borrower to, follow said directions) to apply any or all proceeds then on deposit in such collateral account to the repayment of Obligations hereunder, and (ii) if all or any portion of such Net Insurance Proceeds not be required to be applied to the repayment of outstanding Term Loans pursuant to the preceding proviso are not so used within 180 days after the date of the receipt of such Net Insurance Proceeds (or such earlier date, if any, as the Borrower determines not to reinvest the Net Insurance Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or before such earlier date, as the fifth Businesscase may be) as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.02(g) without regard to the preceding proviso.
(h) Each amount required to be applied to the outstanding Term Loans pursuant to Sections 4.02(c), (d), (e), (f) and (g) shall be applied pro rata to each Tranche of outstanding Term Loans, with the Tranche A Term Loans to be allocated the Tranche A Term Loan Percentage of the amount of such prepayment and the Tranche B Term Loans to be allocated the Tranche B Term Loan Percentage of the amount of such prepayment. The amount of such principal repayment of each Tranche of Term Loans made is required by said Sections 4.02(c), (d), (e), (f) and (g) shall be applied to reduce the then remaining Scheduled Repayments of such Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of such Scheduled Repayments of the respective Tranche of Term Loans after giving effect to all prior reductions thereto).
(i) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans of the respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respective Tranche have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion.
(j) Notwithstanding anything to the contrary contained in this Section 4.02 or elsewhere in this Agreement (including, without limitation, in Section 13.12), at any time that Tranche A Term Loans are outstanding, the Borrower shall have the option, in its sole discretion, to give the Lenders with outstanding Tranche B Term Loans (the "B Lenders") the option to waive their pro rata share of a mandatory repayment of Tranche B Term Loans which is to be made pursuant to Sections 4.02(c), (d), (e), (f) and/or (g) (each such repayment, a "Waivable Mandatory Repayment") upon the terms and provisions set forth in this Section 4.02(j). If the Borrower elects to exercise the option referred to in the immediately preceding sentence, the Borrower shall give to the Administrative Agent written notice of the Borrower's intention to give the B Lenders the right to waive a Waivable Mandatory Repayment (including in such notice, the aggregate amount of such proposed repayment) at least five Business Days prior to the date of the proposed repayment, which notice the Administrative Agent shall promptly forward to all B Lenders (indicating in such notice the amount of such repayment to be applied to each such B Lender's outstanding Tranche B Term Loans). The Borrower's offer to permit the B Lenders to waive any such Waivable Mandatory Repayment may apply to all or part of such repayment, provided that any offer to waive part of such repayment must be made ratably to the B Lenders on the basis of their outstanding Tranche B Term Loans. In the event that any such B Lender desires to waive its pro rata share of such B Lender's right to receive any such Waivable Mandatory Repayment in whole or in part, such B Lender shall so advise the Administrative Agent no later than 4:00 P.M. (New York time) on the date which is two Business Days after the date of such notice from the Administrative Agent, which notice shall also include the amount such B Lender desires to receive in respect of such repayment. If any B Lender does not reply to the Administrative Agent within such two Business Day period, such B Lender will be deemed not to have waived any part of such repayment. If any B Lender does not not specify an amount it wishes to receive, such B Lender will be deemed to have accepted 100% of its share of such repayment. In the event that any such B Lender waives all or part of its share of any such Waivable Mandatory Repayment, the Administrative Agent shall apply 100% of the amount so waived by such B Lender to the outstanding Tranche A Term Loans in accordance with Sections 4.02(h) and (i).
(k) Notwithstanding anything to the contrary contained in this Agreement or in any other Credit Document, (i) all then outstanding Loans of any Tranche shall be repaid in full on the respective Maturity Date for such Tranche of Loans and (ii) unless the Required Lenders otherwise agree, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.
Appears in 1 contract
Sources: Credit Agreement (Infousa Inc)
Mandatory Repayments and Commitment Reductions. (a) On If, on any day on which the sum of (I) the aggregate outstanding principal amount of the Revolving Loans and Swingline Loans and (II) the aggregate amount of Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall prepay on such day principal of repay Swingline Loans, and if no Swingline Loans in an amount up to the amount of such excess and, after all Swingline Loans have been repaid in fullremain outstanding, Revolving Loans in an amount equal to such excess minus the principal amount of Swingline Loans so prepaidexcess. If, after giving effect to the prepayment repayment of all outstanding Swingline Revolving Loans and Revolving Swingline Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time)excess, such cash or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Banks and the Lenders hereunder in a cash collateral account to be established by by, and satisfactory to, the Administrative AgentAgent and the Borrower until all Letters of Credit have been terminated or expire.
(b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the Borrower shall be required to repay that on each date set forth below (to the extent any day set forth below is not a Business Day then the required date of repayment shall be the immediately preceding Business Day) the principal amount of Term Loans, to the extent then outstanding, as is set forth below opposite such date (each such repayment, repayment as the same may be reduced as provided in Sections 4.01(a) 4.01 and 4.02(i)4.02, a "“Term Loan Scheduled Repayment," and each such date, a "Scheduled Repayment Date"”): Scheduled Repayment Date Amount ------------------------ ------ July 31, 2002 $10,000,000 October 31, 2002 $ 3,750,000 January 31, 2003 $ 3,750,000 23 30 April September 30, 2003 2004 $ 3,750,000 July 31, 2003 $ 3,750,000 October 31, 2003 $ 6,250,000 January 550,000 December 31, 2004 $ 6,250,000 April 550,000 March 31, 2005 $ 550,000 June 30, 2004 2005 $ 6,250,000 Term Loan Maturity Date 550,000 September 30, 2005 $ 6,250,000550,000 December 31, 2005 $ 550,000 March 31, 2006 $ 550,000 June 30, 2006 $ 550,000 September 30, 2006 $ 550,000 December 31, 2006 $ 550,000 March 31, 2007 $ 550,000 June 30, 2007 $ 550,000 September 30, 2007 $ 550,000 December 31, 2007 $ 550,000 March 31, 2008 $ 550,000 June 30, 2008 $ 550,000 September 30, 2008 $ 550,000 December 15, 2008 $ 210,650,000
(c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on within one Business Day following each date on or after the Effective Initial Borrowing Date upon which the Borrower or Holdings and/or any of its Subsidiaries receives any cash proceeds from any incurrence by the Borrower capital contribution or any sale or issuance of its equity (excluding (i) proceeds received from the issuance by Holdings of its equity interests (including as a result of the exercise of any options with regard thereto), or options to purchase equity interests of Holdings, to officers, directors and employees of Holdings and its Subsidiaries in an aggregate amount not to exceed $2,500,000 in any fiscal year of Indebtedness for borrowed money Holdings, (other than Indebtedness for borrowed money permitted ii) proceeds received from equity contributions to be incurred any Subsidiary of Holdings to the extent made by Holdings or another Subsidiary of Holdings and pro rata contributions by third parties made in connection therewith, (iii) proceeds received from equity issuances by Holdings or capital contributions to Holdings after the Initial Borrowing Date in an aggregate amount not to exceed $7,500,000 (except that this clause (iii) shall not apply to any proceeds received from a Holdings IPO), (iv) proceeds received from the sale or issuance of equity (including, without limitation, Qualified Preferred Equity) which are used to effect Permitted Acquisitions pursuant to Section 9.04 8.14, (v) so long as (1) no Default or Event of Default then exists or would result therefrom and (2) the Secured Leverage Ratio is less than 3.0:1.0, proceeds received from the issuance by Holdings of its common equity interests pursuant to a registered initial public offering (a “Holdings IPO”) to the extent such proceeds are used as provided in clause (z) of the proviso to Section is 9.11(i), (vi) the exchange of series B PIK Preferred Equity for series C PIK Preferred Equity in effect on accordance with the Effective Dateterms of the documents governing the PIK Preferred Equity and (vii) proceeds received from the sale or issuance of equity by Holdings, to the extent used to repurchase equity from management pursuant to Section 9.03(v)), an amount equal to 10050% of the Net Debt Proceeds cash proceeds therefrom (net of such Indebtedness underwriting discounts or placement discounts and commissions and other reasonable fees and costs associated therewith) shall be applied as a mandatory repayment of principal of outstanding Term Loans (and/or, if the Total Term Loan Commitment has not yet been terminated, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h) and (iSection 4.02(i).
(d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on within one Business Day following each date on or after the Effective Initial Borrowing Date on upon which the Borrower or Holdings and/or any of its Subsidiaries receives any cash proceeds from any sale or issuance incurrence of its preferred or common equityIndebtedness (including Indebtedness incurred under Section 9.04(xx), other than Permitted Refinancing Subordinated Indebtedness and Permitted Refinancing Second Lien Indebtedness incurred by the Borrower, but excluding (i) equity contributions to any Subsidiary of the Borrower made by the Borrower or any other Subsidiary of Indebtedness permitted to be incurred pursuant to Section 9.04 as such Section 9.04 is in effect on the Borrower and Initial Borrowing Date, (ii) sales or issuances to employeesproceeds from the issuance of Indebtedness incurred under Section 9.04(xx), officers or directors of the Borrower or its Subsidiaries to the extent such sales applied to finance a Permitted Acquisition (or issuances constitute compensation to such individualsrepay Revolving Loans the proceeds of which were used to finance a Permitted Acquisition) and (iii) the issuance of Series B Second Lien Notes in exchange for a like principal amount of Series A Second Lien Notes as permitted under Section 9.11(i)), an amount equal to 100% of such the cash proceeds therefrom (net of all underwriting discounts, fees discounts or placement discounts and commissions and other reasonable fees and costs and expenses associated therewith) of the respective equity issuance or capital contribution shall be applied as a mandatory repayment of principal of outstanding Term Loans (and/or, if the Total Term Loan Commitment has not yet been terminated, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h) and (iSection 4.02(i), provided, however, that so long as no Default or Event of Default then exists or would result therefrom, the Borrower may use the proceeds from the issuance of Permitted Refinancing Subordinated Indebtedness or Permitted Refinancing Senior Second Lien Indebtedness to concurrently repurchase, redeem or otherwise retire outstanding Senior Subordinated Notes or Senior Second Lien Indebtedness, respectively.
(e) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on or before the fifth within one Business Day after following each date on or and after the Effective Initial Borrowing Date upon which the Borrower or Holdings and/or any of its Subsidiaries receives cash proceeds Cash Proceeds from any Asset Sale (other than an Asset Sale permitted by Section 9.02(iii))Sale, an amount equal to 100% of the Net Sale Cash Proceeds from such Asset Sale therefrom shall be applied as a mandatory repayment of principal of outstanding Term Loans (and/or, if the Total Term Loan Commitment has not yet been terminated, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h) and (iSection 4.02(i), provided thatthat such Net Cash Proceeds shall not be required to be so applied on such date if no Default or Event of Default then exists and the Borrower delivers a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used either (i) to purchase assets used or to be used in the business of the Borrower or its Subsidiaries in compliance with this Agreement or (ii) to purchase equity interests in a Person engaged in a business of a type described in Section 9.14(a) in connection with a Permitted Acquisition, in each case within 360 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that if all or any portion of such Net Cash Proceeds not so applied to the repayment of Term Loans are not so used within such 360 day period, such remaining portion shall be applied on the last day of such period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.02(e).
(f) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each Excess Cash Payment Date, an amount equal to 50% of the Excess Cash Flow for the relevant Excess Cash Payment Period shall be applied as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Section 4.02(i).
(g) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, within 10 days following each date after the Initial Borrowing Date on which Holdings or any of its Subsidiaries receives any proceeds from any Recovery Event, an amount equal to 100% of the proceeds of such Recovery Event (net of reasonable costs including, without limitation, legal costs and expenses and taxes incurred in connection with such Recovery Event) shall be applied as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Section 4.02(i); provided that so long as no Default or Event of Default then existsexists and to the extent such proceeds do not exceed $30,000,000, up such proceeds shall not be required to $3,000,000 in be so applied on such date to the aggregate in any fiscal year of extent that the Borrower of Net Sale Proceeds from Asset Sales has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be (or have been, as the case may be used or contractually committed to be be) used to purchase repair, replace or restore any properties or assets to be used in the Permitted Businesses pursuant to Section 9.07(b) or to make acquisitions permitted under Section 9.02(ixrespect of which such proceeds were paid (i) within 180 360 days following the date of such Asset Sale Recovery Event (which certificate shall set forth the estimates of the proceeds to be so expended) or (ii) on or after the date of the event giving rise to the relevant Recovery Event so long as such date is not more than 60 days prior to the date of such Recovery Event (which certificate shall set forth the amounts of the proceeds actually expended), and the Net Sale Proceeds therefrom shall provided, further, that if all or any portion of such proceeds not be required to be applied to the repayment of Term Loans pursuant to the preceding proviso are not so used within the periods provided in the immediately preceding proviso, such remaining portion shall be applied on the last day of such period as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Section 4.02(i).
(h) In addition to any other mandatory repayments or before commitment reductions pursuant to this Section 4.02, on the fifth Businessdate, if any, on which any Change of Control occurs, the outstanding principal amount of the Term Loans, if any, shall become due and payable in full.
(i) The amount of each principal repayment of Term Loans made as required by Sections 4.02(c), (d), (e) and (g) shall be applied (i) first, to reduce the principal amount of Term Loans (with such repayment to be applied to reduce the then remaining Term Loan Scheduled Repayments on a pro rata basis based on the amount of such Term Loan Scheduled Repayments after giving effect to all prior reductions thereto), (ii) second, to the extent in excess of the amounts required to be applied pursuant to the preceding clause (i), to reduce the principal amount of outstanding Swingline Loans, and (iii) third, to the extent in excess of the amounts required to be applied pursuant to the preceding clauses (i) and (ii), to reduce the principal amount of outstanding Revolving Loans. The amount of each principal repayment of Term Loans made as required by Section 4.02(f) shall be applied (i) first, to reduce the principal amount of Term Loans (with such repayment to be applied to reduce the then remaining Term Loan Scheduled Repayments in direct order of maturity), (ii) second, to the extent in excess of the amounts required to be applied pursuant to the preceding clause (i), to reduce the principal amount of outstanding Swingline Loans, and (iii) third, to the extent in excess of the amounts required to be applied pursuant to the preceding clauses (i) and (ii), to reduce the principal amount of outstanding Revolving Loans.
(j) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which such Loans were made, provided that: (i) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount, such Borrowing shall be immediately converted into a Borrowing of Base Rate Loans; and (ii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; provided that no repayment pursuant to Section 4.02(a) shall be applied to any Revolving Loans of a Defaulting Bank at any time when the aggregate amount of the Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank’s Revolving Percentage of Revolving Loans then outstanding. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. Notwithstanding the foregoing provisions of this Section 4.02, if any time the mandatory prepayment of Term Loans pursuant to Sections 4.02(c) through (g) above, or repayments of Eurodollar Loans pursuant to Section 1.10(b) would result, after giving effect to the procedures set forth above, in the Borrower incurring breakage costs under Section 1.11 as a result of Eurodollar Loans being prepaid other than on the last day of an Interest Period applicable thereto (the “Affected Eurodollar Loans”), then the Borrower may in its sole discretion initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of the Affected Eurodollar Loans with the Administrative Agent (which deposit must be equal in amount to the amount of Affected Eurodollar Loans not immediately prepaid) to be held as security for the obligations of the Borrower hereunder pursuant to a cash collateral arrangement to be agreed upon in form and substance satisfactory to the Administrative Agent and the Borrower, with such cash collateral to be directly applied upon the first occurrence (or occurrences) thereafter of the last day of an Interest Period applicable to the relevant Term Loans that are Eurodollar Loans (or such earlier date or dates as shall be requested by the Borrower), to repay an aggregate principal amount of such Term Loans equal to the Affected Eurodollar Loans not initially repaid pursuant to this sentence. Notwithstanding anything to the contrary contained in the immediately preceding sentence, all amounts deposited as cash collateral pursuant to the immediately preceding sentence shall be held for the sole benefit of the Banks whose Term Loans would otherwise have been immediately repaid with the amounts deposited and upon the taking of any action by the Administrative Agent or the Banks pursuant to the remedial provisions of Section 10, any amounts held as cash collateral pursuant to this Section 4.02(j) shall, subject to the requirements of applicable law, be immediately applied to the Term Loans.
(k) All outstanding Term Loans shall be repaid in full on the Term Loan Maturity Date. All outstanding Revolving Loans shall be repaid on the Revolving Loan Maturity Date. All outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date.
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