Mandatory. (i) If the Company or any of its Subsidiaries Disposes of any property permitted by Section 7.05(f) in excess of $500,000 in the aggregate during the term of this Agreement, which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iv) and (vii) below). (ii) Upon the incurrence or issuance by the Company or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below). (iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below). (iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities. (v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time. (vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 3 contracts
Sources: Credit Agreement (Tile Shop Holdings, Inc.), Credit Agreement (Tile Shop Holdings, Inc.), Credit Agreement (Tile Shop Holdings, Inc.)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall prepay an aggregate principal amount of Loans in an amount equal to (A) 50% (as may be adjusted pursuant to the proviso below) of Excess Cash Flow for the fiscal year covered by such financial statements commencing with the fiscal year ended December 31, 2009 minus (B) the aggregate amount of voluntary principal prepayments of the Loans (except prepayments of (x) Swing Line Loans and (y) Revolving Credit Loans unless accompanied by a corresponding permanent commitment reduction of the Revolving Credit Facility); provided, that such percentage shall be reduced to 0% if the Leverage Ratio as of the last day of the prior fiscal year was less than 2.50:1.00.
(ii) (A) If the Company (x) Holdings or any of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(f7.05(a), (b), (c), (d) in excess of $500,000 (to the extent constituting a Disposition by any Subsidiary that is not a Loan Party to a Loan Party), (e), (g), (h), (i), (j) or (k)) or (y) any Casualty Event occurs, which in the aggregate during the term of this Agreement, which results in the realization or receipt by Holdings or such Person Subsidiary of Net Cash Proceeds, in excess of $1,000,000, the Borrowers Borrower shall (1) give written notice to the Administrative Agent thereof on or prior to the date of the realization or receipt of such Net Cash Proceeds and (2) except to the extent the Borrower elects in such notice to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) (which election may only be made if no Event of Default has occurred and is then continuing), prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iv) and (vii) below).
(ii) Upon the incurrence or issuance by the Company or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five within two (2) Business Days after, of receipt thereof by the Company Holdings or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below)Subsidiary.
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Michael Foods Inc/New), Credit Agreement (Michael Foods Inc/New)
Mandatory. (i) Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the delivery of the financial statements for the fiscal year ended November 30, 2008) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall prepay an aggregate principal amount of Term Loans equal to the excess (if any) of (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the sum of (1) the aggregate principal amount of Term Loans voluntarily prepaid pursuant to Section 2.05(a)(i) during such fiscal year and (2) solely to the extent the amount of the Revolving Credit Commitments are reduced pursuant to Section 2.06 in connection therewith (and solely to the extent of the amount of such reduction), the aggregate principal amount of Revolving Credit Loans voluntarily prepaid pursuant to Section 2.05(a)(i) during such fiscal year (such prepayments to be applied as set forth in clause (iv) below); provided that (A) the ECF Percentage shall be 25% if the Consolidated Leverage Ratio as at the end of the fiscal year covered by such financial statements is less than or equal to 2.50:1.00 and greater than 2.00:1.00 and (B) the ECF Percentage shall be 0% if the Consolidated Leverage Ratio as at the end of the fiscal year covered by such financial statements is less than or equal to 2.00:1.00.
(ii) If (A) the Company Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(f7.05 (other than clause (h) in excess of $500,000 in the aggregate during the term of this Agreementthereof)) or (B) any Casualty Event occurs, which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall Borrower shall, within five Business Days of receipt of such Net Cash Proceeds, prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses clause (iv) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or a Casualty Event described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the fifth Business Day after the date of receipt of such Net Cash Proceeds), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business (viiincluding any Permitted Acquisitions) belowwithin (A) 9 months after the receipt of such Net Cash Proceeds or (B) if the Borrower or such Subsidiary enters into a contract to reinvest all or any portion of such Net Cash Proceeds in such assets within 9 months of the receipt thereof, 12 months after the receipt of such Net Cash Proceeds (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested (or no longer intended to be so reinvested) shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(iiiii) Upon the incurrence or issuance by the Company Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), the Borrowers Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses clause (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, applied ratably to each of the Term A Facility and the Term B Facility and to the principal repayment installments of the Term Loans thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, basis; provided that such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably first to Base Rate Loans to the L/C Borrowings and the Swing Line full extent thereof before application to Eurodollar Rate Loans, second, shall be applied ratably to in each case in a manner that minimizes the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing amount of any Letter of Credit that has been Cash Collateralized, payments required to be made by the funds held as Cash Collateral shall be applied (without any further action by or notice Borrower pursuant to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableSection 3.05.
Appears in 2 contracts
Sources: Credit Agreement (MSCI Inc.), Credit Agreement (MSCI Inc.)
Mandatory. (i) If (A) the Company or any of its Subsidiaries Disposes of any property permitted Collateral other than (x) Dispositions under Section 7.24(i) or Section 7.24(ii); (y) any Disposition of Equity Interests in a Restricted Subsidiary that hold only Excluded Assets, or (z) as a result of the consummation of the Spin-Off (a “Mandatory Prepayment Disposition”), or (B) the Company or any of its Restricted Subsidiaries suffers an Event of Loss, which in each case, together with all other Mandatory Prepayment Dispositions made and Events of Loss suffered at any time since the Original Closing Date, result in the realization by Section 7.05(f) the Loan Parties, collectively, of Net Cash Proceeds from Mandatory Prepayment Dispositions and Events of Loss in an aggregate amount in excess of $500,000 75,000,000 (for the avoidance of doubt, excluding any Net Cash Proceeds excluded under the preceding subclause (i)(A)(x)), the Company shall in the aggregate during the term of this Agreementeach case prepay, which results in the realization within three Business Days after receipt thereof by such Person of Net Cash ProceedsPerson, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds; provided that if the Company’s Total Leverage Ratio, as determined by the Compliance Certificate most recently delivered pursuant to Section 7.01(e), is (x) greater than or equal to 2.00:1.00 but less than 2.50:1.00, such percentage shall be reduced to 75% of such Net Cash Proceeds, or (y) less than 2.00:1.00, such percentage shall be reduced to 50% of such Net Cash Proceeds; provided, further, that (x) with respect to all or a portion of any Net Cash Proceeds promptly afterrealized under a Disposition described in this Section 2.05(b)(i)(A), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to such third Business Day following receipt of such Net Cash Proceeds of Dispositions of Collateral), and so long as no Default shall have occurred and be continuing, the Company or such Subsidiary may reinvest Net Cash Proceeds arising from such Disposition in no event later than five Business Days after, operating assets which constitute Collateral within 365 days after the receipt thereof by of such Person (such prepayments to be applied as set forth in clauses (iv) Net Cash Proceeds and (viiy) belowwith respect to any Net Cash Proceeds of casualty insurance or condemnation awards realized due to an Event of Loss described in this Section 2.05(b)(i)(B), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to such third Business Day following receipt of such Net Cash Proceeds of casualty insurance or condemnation awards), and so long as no Default shall have occurred and be continuing, the Company or such Subsidiary may apply within 365 days (or, if such replacement or repair could not reasonably completed within 365 days, such period shall be extended for a reasonable period of time to permit completion of such replacement and repair so long as the replacement or repair of the asset or assets that suffered the Event of Loss is being diligently pursued by the Company or such Subsidiary) after the receipt of such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received; and provided further, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans.
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to under Section 7.037.14), the Borrowers Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below)Restricted Subsidiary.
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments Facility at such time, the Borrowers Company shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(viiv) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility Prepayments made pursuant to this Section 2.05(b), first, except to the extent that the Incremental Term Lenders under an Incremental Term Facility have otherwise agreed, shall be applied ratably to the outstanding Loans under the Initial Term Facility and each Incremental Term Facility, if any, second, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, secondthird, except to the extent that the Incremental Revolving Credit Lenders under an Incremental Revolving Credit Facility have otherwise agreed, shall be applied ratably to the outstanding Loans under the Initial Revolving Credit LoansFacility and each Incremental Revolving Credit Facility, if any, and, thirdfourth, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments required pursuant to clause (i) through (iii) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the Minimum Collateral sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Revolving Credit Facility and any Incremental Revolving Credit Facility shall be automatically and permanently reduced on a pro rata basis by the Reduction Amount as set forth in Section 2.06(b)(i). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers Company or any other Loan Party or any Defaulting Lender that has provided Cash CollateralParty) to reimburse the L/C Issuer Issuers or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Madison Square Garden Entertainment Corp.), Credit Agreement (MSG Networks Inc.)
Mandatory. (i) If Prior to the Company or any consummation of its Subsidiaries Disposes of any property permitted by Section 7.05(f) in excess of $500,000 in the aggregate during the term of this Agreementa Qualified MLP IPO, which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than within five Business Days after, receipt thereof by such Person (such prepayments after the delivery of financial statements pursuant to be applied as set forth in clauses (ivSections 8.03(b) and (viic), commencing with the financial statements for the Fiscal Quarter ending March 31, 2014, the Borrower shall pay to the Administrative Agent without duplication and for application in accordance with Section 2.04(b)(viii), an aggregate amount equal to (x) below75.0% of the Excess Cash Flow for the applicable Fiscal Quarter minus (y) the amount of voluntary prepayments of Term Advances under Section 2.04(a) during such Fiscal Quarter paid from Internally Generated Cash and (z) the amount of mandatory prepayments of Term Loans under this Section 2.04(b) during such Fiscal Quarter (other than subclause (i)(x) of this clause (b)) to the extent made from amounts that increased Net Income. No mandatory prepayments shall be required from Excess Cash Flow following the consummation of a Qualified MLP IPO.
(ii) Upon If no later than the incurrence or issuance fifth Business Day following the date of receipt of any Asset Sale Proceeds by the Company or any of its Subsidiaries of any Indebtedness the Loan Parties (other than Indebtedness expressly in respect of (A) any sale, transfer or other disposition permitted under Sections 8.02(e)(i) through (v), (vii) and (viii) and (B) sales, leases or licenses out of other assets for aggregate consideration of less than $750,000 with respect to be incurred any transaction or issued pursuant to Section 7.03series of related transactions and less than $1,000,000 in the aggregate during any Fiscal Year), the Borrowers Borrower shall prepay not have delivered a Reinvestment Notice in respect thereof, then the Borrower shall pay to the Administrative Agent without duplication and for application in accordance with Section 2.04(b)(viii), an aggregate principal amount equal to the amount of Loans equal such Asset Sale Proceeds; provided that, if the Borrower shall have delivered a Reinvestment Notice in respect of any Asset Sale Proceeds, then (1) the Loan Parties shall be permitted to 100% use such Asset Sale Proceeds to make a Permitted Investment to the extent that such Asset Sale Proceeds are applied by a Loan Party to such Permitted Investment within 12 months of all Net Cash Proceeds received therefrom promptly aftersuch Asset Sale, and in no event later than five Business Days after, receipt thereof by (2) to the Company or such Subsidiary (such prepayments to be applied as extent that the conditions set forth in clauses clause (iv1) above are not satisfied, no later than the first Business Day following the failure by the Borrower to satisfy such conditions, the Borrower shall pay to the Administrative Agent without duplication and for application in accordance with Section 2.04(b)(viii), an aggregate amount equal to the remaining amount (viif any) belowof such Asset Sale Proceeds not otherwise applied pursuant to clause (1).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account Within one Business Day of the Company or receipt of any Debt Proceeds by any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers Loan Parties the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant pay to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders Administrative Agent without duplication and for application in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such timeSection 2.04(b)(viii), the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such timeDebt Proceeds.
(viiv) Except (A) If, no later than the fifth Business Day following the date of receipt of any Insurance Proceeds or Eminent Domain Proceeds by any of the Loan Parties, the Borrower shall not have delivered written notice of a Responsible Officer of the Borrower that the Borrower intends to deliver a Reinvestment Notice or Repair Notice pursuant to Section 8.01(x)) in respect thereof (other than Insurance Proceeds in respect of an Electrabel Termination Event, which shall, for the avoidance of doubt be applied within such five Business Day period in accordance with Section 2.04(b)(viii) as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(bparagraph), first, then the Borrower shall be applied ratably pay to the L/C Borrowings Administrative Agent without duplication and the Swing Line Loans, second, shall be applied ratably for application in accordance with Section 2.04(b)(viii) an aggregate amount equal to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing amount of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by such Insurance Proceeds or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit LendersEminent Domain Proceeds, as applicable; provided that, if the Borrower shall have delivered any such notice in respect of any such Insurance Proceeds or Eminent Domain Proceeds, then the Loan Parties shall be permitted to apply such proceeds in accordance with Section 8.01(x).
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Enviva Partners, LP), Credit and Guaranty Agreement (Enviva Partners, LP)
Mandatory. (i) Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b) (commencing with the Fiscal Year ended December 31, 2007), the Borrower shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) 50% of Excess Cash Flow for the Fiscal Year covered by such financial statements over (B) the aggregate principal amount of Term B Loans prepaid pursuant to Section 2.05(a)(i) to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that such percentage shall be reduced to 25% if the Consolidated Leverage Ratio as of the last day of the Fiscal Year covered by such financial statements was less than or equal to 4.25:1.00 but greater than or equal to 3.75:1.00. No payment of any Loans shall be required under this Section 2.05(b)(i) if the Consolidated Leverage Ratio as of the last day of the Fiscal Year covered by such financial statements was less than 3.75:1.00 (such prepayments to be applied as set forth in clauses (v) and (viii) below).
(A) If the Company Borrower or any of its Restricted Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(f7.05 (a) in excess of $500,000 in the aggregate during the term of this Agreement, through (e) or (h) through (i)) which results in the realization by such Person of Net Cash Proceeds, the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, excess of $5.0 million immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (ivv) and (viiviii) below); provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing); provided further that following a default under the Senior Notes Indenture, with respect to the Net Cash Proceeds of a Disposition of Collateral only, no such prepayment shall be required to the extent the Borrower or any Restricted Subsidiary uses a portion of such Net Cash Proceeds to prepay, offer to purchase or otherwise set aside a pro rata portion of Senior Notes pursuant to the provisions of the Senior Notes Indenture requiring a prepayment, offer to purchase or other setting aside with the proceeds from any Disposition of property.
(iiB) With respect to any Net Cash Proceeds realized or received with respect to any Disposition, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within (x) fifteen (15) months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within fifteen (15) months following receipt thereof, within one hundred and eighty (180) days of the date of such legally binding commitment but in any event no earlier than the fifteenth month following receipt of such Net Cash Proceeds; provided that if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election or if an Event of Default is continuing, an amount equal to any such Net Cash Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested or the occurrence of the Event of Default, as applicable, to the prepayment of the Term B Loans as set forth in this Section 2.05; provided further that following a default under the Senior Notes Indenture, with respect to the Net Cash Proceeds of a Disposition of Collateral only, no such prepayment shall be required to the extent the Borrower or any Restricted Subsidiary uses a portion of such Net Cash Proceeds to prepay, offer to purchase or otherwise set aside a pro rata portion of Senior Notes pursuant to the provisions of the Senior Notes Indenture requiring a prepayment, offer to purchase or other setting aside with the proceeds from any Disposition of property.
(iii) Upon the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below)Restricted Subsidiary.
(iiiA) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company Borrower or any of its Restricted Subsidiaries, and not otherwise included in clause (iii) or (iiiii) of this Section 2.05(b), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company Borrower or such Restricted Subsidiary; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(iv)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(iv)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing); provided further that following a default under the Senior Notes Indenture, with respect to the Net Cash Proceeds of a Disposition of Collateral only, no such prepayment shall be required to the extent the Borrower or any Restricted Subsidiary uses a portion of such Net Cash Proceeds to prepay, offer to purchase or otherwise set aside a pro rata portion of Senior Notes pursuant to the provisions of the Senior Notes Indenture requiring a prepayment, offer to purchase or other setting aside with the proceeds from any Disposition of property.
(B) With respect to any Net Cash Proceeds realized or received with respect to any Extraordinary Receipt, at the option of the Borrower, the Borrower may reinvest all or any portion of such prepayments Net Cash Proceeds in assets useful for its business within (x) fifteen (15) months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within fifteen (15) months following receipt thereof, within one hundred eighty (180) days of the date of such legally binding commitment but in any event no earlier than the fifteenth month following receipt of such Net Cash Proceeds; provided that if such Net Cash Proceeds were received as a result of the loss of an entire hospital facility, such 180 day period shall be increased to 360 days; provided further that if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election or if an Event of Default is continuing, an amount equal to any such Net Cash Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested or the occurrence of the Event of Default, as applicable, to the prepayment of the Term B Loans as set forth in clauses (iv) and (vi) below)this Section 2.05; provided further that following a default under the Senior Notes Indenture, with respect to the Net Cash Proceeds of a Disposition of Collateral only, no such prepayment shall be required to the extent the Borrower or any Restricted Subsidiary uses a portion of such Net Cash Proceeds to prepay, offer to purchase or otherwise set aside a pro rata portion of Senior Notes pursuant to the provisions of the Senior Notes Indenture requiring a prepayment, offer to purchase or other setting aside with the proceeds from any Disposition of property.
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term B Facility and to the principal repayment installments of the Term Loans thereof on a pro-pro rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (viviii) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(vvi) Notwithstanding any of the other provisions of clause (ii), (iii) or (iv) of this Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (ii), (iii) or (iv) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $5,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (ii), (iii) or (iv) of this Section 2.05(b) to be applied to prepay Loans exceeds $5,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.05(b). Upon the occurrence of an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (vi)) but which have not previously been so applied.
(vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v2.05(b) unless, unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such timethen in effect.
(viviii) Except as otherwise provided in Section 2.17, prepayments Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the Minimum Collateral sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business; and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers Borrower or any other Loan Party or any Defaulting Lender that has provided Cash CollateralParty) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Health Management Associates Inc), Credit Agreement (Health Management Associates Inc)
Mandatory. (i) If the Company Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(f▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) in excess of $500,000 in the aggregate during the term of this Agreementor (l)) or any Casualty Event occurs, which results in the realization by such Person of Net Cash Proceeds, the Borrowers Borrower shall prepay an aggregate principal amount of Term A Loans equal to 100% of such Net Cash Proceeds promptly after(or, if the Borrower or any of its Subsidiaries has incurred Indebtedness that is permitted under Section 7.02 that is secured, on an equal and ratable basis with the Term A Loans, by a Lien on the Collateral permitted under Section 7.01, and such Indebtedness is required to be prepaid or redeemed with the net proceeds of any such Disposition or Casualty Event, then such lesser percentage of such Net Cash Proceeds such that such Indebtedness receives no greater than a ratable percentage of such Net Cash Proceeds based on the aggregate principal amount of Term A Loans and such Indebtedness then outstanding) promptly, but in no any event later than within five Business Days afterDays, after the later of (A) receipt thereof by such Person and (B) the expiration of the 5-day period provided below (such prepayments to be applied as set forth in clause (iii) and subject to clauses (iv) and (viiv) below); provided, however, that with respect to any such Net Cash Proceeds received by or paid to or for the account of the Borrower or any of its Subsidiaries, at the election of the Borrower (as notified by the Borrower to the Administrative Agent not more than 5 days after receiving the Net Cash Proceeds therefrom), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary (x) may reinvest all or any portion of such Net Cash Proceeds in assets that are used or useful in the business of the Borrower and its Subsidiaries so long as within 12 months after the receipt of such Net Cash Proceeds such reinvestment shall have been completed or (y) may enter into a binding commitment to reinvest all or any portion of such Net Cash Proceeds in such assets so long as such binding commitment is entered into within 12 months after the receipt of such Net Cash Proceeds and within 18 months after the receipt of such Net Cash Proceeds such reinvestment shall have been completed, and, subject to the next succeeding proviso, no prepayment under this Section 2.05(b)(i) shall be required with respect to that portion of such Net Cash Proceeds that the Borrower elects to reinvest in accordance with the immediately preceding clause (x) or (y); and provided, further, however, that any Net Cash Proceeds not so applied in accordance with clause (x) or (y) of the immediately preceding proviso shall be promptly, but in any event within five Business Days after the end of the applicable reinvestment period, applied to the prepayment of the Term A Loans as set forth in this Section 2.05(b)(i).
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness x) not expressly permitted to be incurred or issued pursuant to Section 7.03)7.02 or (y) that constitutes Refinancing Commitments, Refinancing Loans or Refinancing Equivalent Debt, the Borrowers Borrower shall prepay an aggregate principal amount of Term A Loans equal to 100% of all Net Cash Proceeds received therefrom promptly afterpromptly, and but in no any event later than within five Business Days afterDays, after receipt thereof by the Company Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses clause (iii) below and subject to clause (iv) and (vi) below).
(iii) Upon Each prepayment of Term A Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied ratably to the Term A Loans then outstanding and to the principal repayment installments thereof as directed by the Borrower.
(iv) Notwithstanding any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company other provisions of clause (i) or (ii) of this Section 2.05(b), so long as no Default under Section 8.01(a) or Section 8.01(f), or any Event of its SubsidiariesDefault, shall have occurred and not be continuing, if, on any date on which a prepayment would otherwise included in be required to be made pursuant to clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Net Cash Proceeds required by such clause to be applied to prepay Term A Loans on such date is less than or equal to 100% $1,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.05(b) to be applied to prepay Term A Loans exceeds $1,000,000, in which case the prepayment amount shall be such excess over $1,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.05(b). Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default, during any such deferral period, the Borrower shall immediately prepay the Term A Loans in the amount of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments Borrower and other amounts, as applicable, that are required to be applied as set forth in clauses to prepay Term A Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (iv)) and (vi) below)but which have not previously been so applied.
(ivv) Each prepayment of Loans pursuant to the foregoing Notwithstanding any other provisions of this Section 2.05(b), (A) shall be applied, first, to the principal repayment installments extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.05(b)(i) (a “Foreign Disposition”) or the Net Cash Proceeds of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”) are prohibited or delayed by applicable local Law from being repatriated to the United States, the portion of such Net Cash Proceeds so affected will not be required to be applied to prepay Term A Loans at the time provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local Law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local Law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local Law, such repatriation will be promptly effected and an amount equal to such repatriated Net Cash Proceeds will be promptly (and in event not later than two (2) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Term A Loans on a pro-rata basis and, second, pursuant to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid ) to the Lenders extent otherwise provided herein and (B) to the extent that the Borrower has determined in accordance good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event would have a material adverse tax consequence with their respective Applicable Percentages in respect of to such Net Cash Proceeds, the relevant FacilitiesNet Cash Proceeds so affected may be retained by the applicable Foreign Subsidiary.
(vvi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments Facility at such time, the Borrowers Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and Swing Line Loans and/or Cash Collateralize such L/C Obligations (other than the L/C Obligations Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vivii) Except as otherwise provided in Section 2.17, prepayments Prepayments of the Revolving Credit Facility made pursuant to clause (vi) of this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral AmountObligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash CollateralBorrower) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Valvoline Inc), Credit Agreement (Ashland Inc.)
Mandatory. (i) If the Company or any of its Subsidiaries Borrower Disposes of any property permitted by Section 7.05(f) in excess of $500,000 in the aggregate during the term of this Agreement, which results in the realization by such Person of Net Cash Proceedsa Vessel, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such the Net Cash Proceeds promptly after, and in no event later than five Business Days after, received from such Disposition immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses clause (iv) and (viiiii) below).;
(ii) Upon the incurrence or issuance by the Company or any If an Event of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted Loss shall occur in relation to be incurred or issued pursuant to Section 7.03)a Vessel, the Borrowers shall prepay an the aggregate principal amount of the Loans on the date of receipt of insurance proceeds or other compensation attributable thereto in an amount equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company such proceeds or such Subsidiary other compensation (such prepayments to be applied as set forth in clauses clause (iv) and (viiii) below).
(iii) Upon any Extraordinary Receipt in excess ; provided, however, if the insurance proceeds or other compensation attributable to such Event of $1,000,000 for each fiscal year Loss shall not have been received by or paid the Administrative Agent within 180 days following the date on which such Event of Loss shall be deemed to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b)have occurred, the Borrowers shall prepay an the aggregate principal amount of the Loans on such 180th day by an amount equal to 100% the amount of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments insurance against total loss required to be applied as set forth maintained in clauses (iv) and (vi) below)respect of such Vessel pursuant to the Preferred Vessel Mortgage thereon.
(iviii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term 2 Facility to the principal repayment installments thereof in the inverse order of the Term Loans on a pro-rata basis maturity and, second, to the Revolving Credit Term 1 Facility to the principal installments thereof in the manner inverse order of maturity.
(iv) Commencing with the fiscal year ending December 31, 2011, the Borrowers shall repay the Loans in an amount equal to the Lenders’ Allocated Percentage of Excess Cash, calculated semi-annually, (A) within 60 days after the end of any fiscal year and (B) within 45 days after the end of each other semi-annual period (such prepayments to be applied as set forth in clause (viiii) of this Section 2.05(babove). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason Loan Party receives Net Cash Proceeds from the Total Revolving Credit Outstandings at Disposition of any time exceed the Aggregate Revolving Credit Commitments at such timeasset constituting Collateral in accordance with Section 7.05(g), the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of the Loans equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment 100% of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at Net Cash Proceeds of such time.Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iii) above);
(vi) Except as otherwise provided If any Loan Party receives Net Cash Proceeds from the Disposition of any asset not constituting Collateral in accordance with Section 2.177.05(h), prepayments the Borrowers shall prepay an aggregate principal amount of the Revolving Credit Facility made pursuant Loans equal to this Section 2.05(b)the Lender’s Allocated Percentage of such Net Cash Proceeds (after the repayment of any Indebtedness that is secured by such asset that is required to be repaid in connection with such transaction, first, shall other than Indebtedness under the Loan Documents) immediately upon receipt thereof by such Person (such prepayments to be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations as set forth in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied clause (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateraliii) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableabove).
Appears in 2 contracts
Sources: Credit Agreement (TBS International PLC), Credit Agreement (TBS International PLC)
Mandatory. (i) If the Company Holdings or any of its Subsidiaries (x) Disposes of any property (other than, so long as any Australian Dollar Term A Loans are then outstanding, any real property located in Australia, or any Disposition of any property permitted by Section 7.05(f7.05 (except pursuant to Section 7.05(j), Section 7.05(k) or Section 7.05(l)) or in excess of $500,000 in connection with the aggregate during the term of this Agreement, Sydney Sale) which results in the realization by such Person of Net Cash ProceedsProceeds in excess of an aggregate amount of $12,000,000 per Fiscal Year, the Borrowers shall prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Loans Pro Rata Obligations equal to 100% of such Net Cash Proceeds promptly after, and in excess of such $12,000,000 no event later than the later of (a) five (5) Business Days after, following receipt thereof by such Person and (b) five (5) Business Days after such $12,000,000 threshold is reached in such Fiscal Year or (y) Disposes of any real property located in Australia, the Australian Borrower shall prepay an aggregate principal amount of Australian Dollar Term A Loans equal to 100% of the Net Cash Proceeds of such Disposition (in each case such prepayments (or Cash Collateralization) to be applied as set forth in clauses paragraphs (ivv) and (vii) below).
(ii) [Reserved].
(iii) Upon the incurrence or issuance by the Company Holdings or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), ) the Borrowers shall prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Loans Pro Rata Obligations equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, on the day of receipt thereof by the Company Holdings or such Subsidiary (such prepayments (or Cash Collateralization) to be applied as set forth in clauses paragraphs (ivv) and (vivii) below).
(iiiiv) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company Holdings or any of its Subsidiaries, Subsidiaries and not otherwise included in clause paragraph (i), (ii) or (iiiii) of this Section 2.05(b), the Borrowers shall prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Loans Pro Rata Obligations equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in excess of $10,000,000 per Fiscal Year no event later than the later of (a) five (5) Business Days after, following receipt thereof by the Company or such Subsidiary Person and (b) five (5) Business Days after such $10,000,000 threshold is reached in such Fiscal Year (such prepayments (or Cash Collateralization) to be applied as set forth in clauses paragraphs (ivv) and (vivii) below).
(ivv) Each prepayment (or Cash Collateralization, as applicable) of Loans Pro Rata Obligations pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, ratably to the Term A Loans held by all Term Lenders in accordance with their Applicable Percentages (allocated to the next four principal repayment installments thereof in direct order of the Term Loans maturity and, thereafter, on a pro-pro rata basis andto the remaining principal repayment installments thereof and the repayment at the final maturity thereof), second, any excess after the application of such proceeds in accordance with clause first above, to the Revolving Credit Facility in the manner set forth in clause (vivii) of this Section 2.05(b)) and third, any excess after the application of such proceeds in accordance with clauses first and second above may be retained by the Borrowers. Subject Any prepayment of a Loan pursuant to this Section 2.05(b) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.17, such prepayments 3.05. Each prepayment pursuant to Section 2.05(b)(i)(y) shall be paid applied, first, ratably to the Australian Dollar Term A Loans held by the applicable Australian Dollar Term Loan A Lenders in accordance with their respective Applicable Percentages (allocated to the next four principal repayment installments thereof in respect direct order of maturity and, thereafter, on a pro rata basis to the relevant Facilitiesremaining principal repayment installments thereof and the repayment at the final maturity thereof) and, second, to the extent any excess remains, in accordance with the first sentence of this Section 2.05(b)(v).
(vvi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate aggregate Revolving Credit Commitments at such time, the Revolving Credit Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) (in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment 105% of the Revolving Credit Loans and Swing Line Loans, face amount thereof) in an aggregate amount sufficient to reduce the Total Revolving Credit Outstandings exceed to the Aggregate aggregate Revolving Credit Commitments Commitments. If the Administrative Agent notifies Holdings at any time that the Total Revolving Credit Outstandings denominated in Alternative Currencies as of the applicable Revaluation Date exceeds an amount equal to 103% of the Alternative Currency Sublimit then in effect, then, within two (2) Business Days after receipt of such timenotice, the Revolving Credit Borrowers shall prepay Revolving Credit Loans and/or Cash Collateralize Letters of Credit (in an aggregate amount equal to 105% of the face amount thereof) in an aggregate amount sufficient to reduce such Total Revolving Credit Outstandings denominated in Alternative Currencies as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.
(vivii) Except as otherwise provided in Section 2.17, prepayments Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit LoansLoans held by all Revolving Credit Lenders in accordance with their Applicable Percentages, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral AmountObligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers any Borrower or any other Loan Party or any Defaulting Lender that has provided Cash CollateralParty) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b) shall be applied ratably to the outstanding Revolving Credit Loans.
(viii) The Borrowers shall, within five (5) Business Days of the Third Restatement Date, make a prepayment in full of the Euro Term A Loans if the Acquisition is not consummated within five (5) Business Days of the Third Restatement Date.
Appears in 2 contracts
Sources: Credit Agreement (ACCO BRANDS Corp), Credit Agreement (ACCO BRANDS Corp)
Mandatory. (i) For each Fiscal Year commencing with the Fiscal Year ending on or about December 31, 2011, within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), (or, if not delivered when required hereunder, after such financial statements and Compliance Certificate are required to be delivered pursuant to Sections 6.01(a) and 6.02(a), respectively) the Borrower shall prepay an aggregate principal amount of Loans equal to the Excess Cash Flow Percentage of Excess Cash Flow for the Fiscal Year covered by such financial statements (such prepayments to be applied as set forth in clauses (vii), (ix) and (x) below).
(ii) If the Company any Loan Party Disposes of any property or assets (other than any of its Subsidiaries Disposes Disposition of any property permitted by Section 7.05(f7.04(a), (b), (c), (d), or (e) in excess of $500,000 in the aggregate during the term of this Agreementor Section 7.05(a), (b), (d), (f), (h) or (i)) which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $500,000 or such Loan Party receives cash proceeds from insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings) or condemnation or eminent domain proceeds, the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and (but in no any event later than five within one (1) Business Days after, Day thereafter) upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (ivvii), (ix) and (x) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or cash proceeds of insurance or condemnation or eminent domain described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date such payment would otherwise be due), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds or proceeds of insurance or condemnation or eminent domain in operating assets or to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received so long as within three hundred and sixty-five (365) days after the receipt of such Net Cash Proceeds, (x) such purchase, replacement, repair or reimbursement shall have been consummated or (y) the Borrower or such Subsidiary shall have entered into a binding contract to consummate such purchase, replacement, repair or reimbursement within three hundred and sixty-five (365) days after the date of such binding agreement and shall thereafter complete such purchase, replacement, repair or reimbursement in such three hundred and sixty-five (365) day period (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested within such required time periods shall be immediately applied to the prepayment of the Loans as set forth in this clause (ii) and clauses (vii), (ix) and (x) below.
(iii) Upon the sale or issuance by any Loan Party of any of its Equity Interests (other than Excluded Issuances), the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom promptly (but in any event within one (1) Business Day thereafter) upon receipt thereof by such Loan Party (such prepayments to be applied as set forth in clauses (vii), (ix) and (x) below).
(iiiv) Upon the incurrence or issuance by the Company or any of its Subsidiaries Loan Party of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and (but in no any event later than five within one (1) Business Days after, Day thereafter) upon receipt thereof by the Company or such Subsidiary Loan Party (such prepayments to be applied as set forth in clauses (ivvii), (ix) and (vix) below).
(iiiv) Upon the receipt by any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company Loan Party or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) Subsidiaries of this Section 2.05(b)any Specified Equity Contribution, the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five within two (2) Business Days after, upon receipt thereof by the Company such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (ivvii), (ix) and (vix) below).
(vi) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party, and not otherwise included in clause (ii), (iii), (iv) or (v) or of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds in excess of $500,000 received therefrom immediately upon receipt thereof by such Loan Party (such prepayments to be applied as set forth in clauses (vi), (viii) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds resulting from Extraordinary Receipts, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date such payment would otherwise be due), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within three hundred and sixty-five (365) days after the receipt of such Net Cash Proceeds, (x) such reinvestment shall have been consummated or (y) the Borrower or such Subsidiary shall have entered into a binding contract to consummate such reinvestment within three hundred and sixty-five (365) days after the date of such binding agreement and shall thereafter complete such reinvestment in such three hundred and sixty-five (365) day period (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested within such required time periods shall be immediately applied to the prepayment of the Loans as set forth in this clause (vi) and clauses (vii), (ix) and (x) below.
(vii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Loan Facility (and the principal repayment installments of the Term Loans thereof on a pro-pro rata basis and, second, basis) and second to the Revolving Credit Facility in the manner set forth in clause (viviii) of this Section 2.05(b). Subject Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be (A) accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.173.05, such prepayments shall be if applicable, and (B) paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.
(vviii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments Facility at such time, the Borrowers Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(viix) Except as otherwise provided in Section 2.17, prepayments Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), (iv) or (v) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Minimum Collateral Borrower for use in the ordinary course of its business (the sum of such prepayment amounts, cash collateralization amounts and remaining amounts being, collectively, the “Reduction Amount”). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers Borrower or any other Loan Party or any Defaulting Lender that has provided Cash CollateralParty) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(x) Amounts to be applied as provided in this clause (b) to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such Class. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurodollar Rate Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such Class. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans to prepay Eurodollar Rate Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term “Prepayment Account” for any Class of Loans shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this clause (b). The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Rate Loans of such Class to be prepaid; provided, however, that (i) the Administrative Agent shall not be required to make any investment that, in its judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Administrative Agent and (iii) if any Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Administrative Agent. The Borrower shall indemnify the Administrative Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Rate Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account. If the maturity of the Loans has been accelerated pursuant to Article VIII, the Administrative Agent may, in its sole discretion, apply such funds to satisfy any of the Obligations related to such Class of Loans. The Borrower hereby pledges and assigns to the Administrative Agent, for the benefit of the Secured Parties, to secure the Obligations each Prepayment Account so established.
Appears in 2 contracts
Sources: Credit Agreement (NOODLES & Co), Credit Agreement (NOODLES & Co)
Mandatory. (i) If The Borrower shall, (i) if it has delivered the Company notice specified by the first sentence of Section 2.06(b)(v) as set forth therein, on or any before the second Business Day following the delivery of its Subsidiaries Disposes notice by the Administrative Agent to the Lenders pursuant to the third sentence of any property permitted such Section and (ii) if it has not delivered the notice specified by the first sentence of Section 7.05(f2.06(b)(v) as set forth therein, on or before the second Business Day following the 90th day following the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2013, prepay in excess of $500,000 in the aggregate during the term of this Agreementaccordance with Section 2.06(b)(iii), which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans the Advances in an amount equal to 100(A) if the Leverage Ratio as of the end of such Fiscal Year shall be greater than 4.50 to 1.00, 50% of Excess Cash Flow for such Net Fiscal Year or (B) if the Leverage Ratio as of the end of such Fiscal Year shall be equal to or less than 4.50 to 1.00 but greater than 3.75 to 1.00, 25% of Excess Cash Proceeds promptly afterFlow for such Fiscal Year, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in the case of each of clauses (ivA) and (viiB), less the principal amount of voluntary prepayments made by the Borrower in accordance with the terms of Section 2.06(a) below)on the Advances under the Term A Facility, the Term B Facility and/or any Series of New Term Loans during such Fiscal Year and (C) if the Leverage Ratio as of the end of such Fiscal Year shall be equal to or less than 3.75 to 1.00, 0% of Excess Cash Flow for such Fiscal Year.
(ii) Upon The Borrower shall:
(A) (i) if it has delivered the incurrence or issuance notice specified by the Company first sentence of Section 2.06(b)(v) as set forth therein, on the second Business Day following the delivery of notice by the Administrative Agent to the Lenders pursuant to the third sentence of such Section and (ii) if it has not delivered the notice specified by the first sentence of Section 2.06(b)(v) as set forth therein, on the date that is five Business Days after the receipt by the Borrower or any of its Subsidiaries of any Indebtedness Net Cash Proceeds described in clause (other than Indebtedness expressly permitted to be incurred a) or issued pursuant to Section 7.03)(d) of the definition of “Net Cash Proceeds”, the Borrowers shall prepay an aggregate principal amount of Loans the Advances in an amount equal to 100% the amount of all such Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, accordance with Section 2.06(b)(iii);
(B) on the date of receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company Borrower or any of its Subsidiaries, and not otherwise included Subsidiaries of any Net Cash Proceeds described in clause (i) or (iib) of this Section 2.05(b)the definition of “Net Cash Proceeds”, the Borrowers shall prepay an aggregate principal amount of Loans the Advances in an amount equal to 100% the amount of all such Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof accordance with Section 2.06(b)(iii);
(C) (i) if it has delivered the notice specified by the Company or such Subsidiary (such prepayments to be applied first sentence of Section 2.06(b)(v) as set forth therein, on or before the second Business Day following the delivery of notice by the Administrative Agent to the Lenders pursuant to the third sentence of such Section and (ii) if it has not delivered the notice specified by the first sentence of Section 2.06(b)(v) as set forth therein, on or before the second Business Day following the date of receipt of any Net Cash Proceeds by the Borrower or any of its Subsidiaries described in clause (c) of the definition of “Net Cash Proceeds”, prepay an aggregate principal amount of the Advances in an amount equal to the amount of such Net Cash Proceeds in accordance with Section 2.06(b)(iii); provided that in the case of each of clauses (ivA), (B) and (viC) belowabove, if any Net Cash Proceeds are received by a direct or indirect non-wholly owned Subsidiary of the Borrower, the amount of any such Net Cash Proceeds required to be prepaid pursuant to clause (A), (B) or (C), as applicable, shall be equal to the amount of such Net Cash Proceeds multiplied by the Borrower’s percentage ownership of the outstanding Equity Interests of the non-wholly owned Subsidiary receiving such Net Cash Proceeds.
(iii) Each such prepayment pursuant to Section 2.06(b)(i) or (ii), shall be applied first to the next eight scheduled amortization installments of the Term Loans and ratably among the different classes of Term Loans and thereafter ratably to the remaining scheduled amortization installments of the Term Loans and ratably among the different classes of Term Loans.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of All prepayments under this Section 2.05(bsubsection (b) shall be applied, first, made together with accrued interest to the date of such prepayment on the principal repayment installments amount prepaid, together with any amounts owing pursuant to Section 9.04(c). If any payment of Eurodollar Rate Advances otherwise required to be made under this Section 2.06(b) would be made on a day other than the last day of the Term Loans on a pro-rata basis andapplicable Interest Period therefor, secondthe Borrower may direct the Administrative Agent to (and if so directed, the Administrative Agent shall) deposit such payment in the Collateral Account until the last day of the applicable Interest Period at which time the Administrative Agent shall apply the amount of such payment to the Revolving Credit Facility in the manner set forth in clause (vi) prepayment of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excessAdvances; provided, however, that such Advances shall continue to bear interest as set forth in Section 2.07 until the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment last day of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such timeapplicable Interest Period therefor.
(viv) Except as otherwise provided in Section 2.17, prepayments The Borrower shall notify the Administrative Agent of the Revolving Credit Facility amount of any payment to be made pursuant to (x) Section 2.06(b)(i) not later than the 90th day following the end of each Fiscal Year and (y) Section 2.06(b)(ii)(A) and (C) not later than the Business Day following the date of receipt by the Borrower or any of its Subsidiaries of any of the proceeds referred to in such Sections. If the Borrower fails to deliver any such notice as provided in the previous sentence, the following provisions of this Section 2.05(b)2.06(b)(v) shall not apply. If the Borrower does deliver any such notice as so provided, firstthe Administrative Agent shall promptly provide such notice to the Lenders. Each Lender may reject all or a portion of its pro rata share of any mandatory prepayment other than a mandatory prepayment pursuant to Section 2.06(b)(ii)(B) (such declined amounts, the “Declined Proceeds” and such rejecting Lenders, the “Declining Lenders”) of Term Loans required to be made pursuant to Section 2.06(b)(i) or (ii) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York time) one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds remaining thereafter shall be applied ratably to retained by the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied Borrower (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable“Retained Declined Proceeds”).
Appears in 2 contracts
Sources: Credit Agreement (Ntelos Holdings Corp), Credit Agreement (Ntelos Holdings Corp)
Mandatory. (i) If The Borrower shall, not later than three Business Days after the Company date of receipt of the Net Cash Proceeds by the Borrower or any of its Subsidiaries Disposes from:
(A) the sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries (other than any property or assets expressly permitted by Section 7.05(f) in excess of $500,000 in the aggregate during the term of this Agreement, which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses sold, leased, transferred or otherwise disposed of pursuant to clause (i), (ii), (iii), (iv) and or (viiv) belowof Section 5.02(e).);
(iiB) Upon the incurrence or issuance by the Company Borrower or any of its Subsidiaries of any Indebtedness Debt (other than Indebtedness Debt expressly permitted to be incurred or issued pursuant to Section 7.03clause (i), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) or (xiii) of Section 5.02(b)); and
(C) the Borrowers issuance or sale by the Borrower or any Subsidiary thereof (which is or will be as a result thereof subject to the Securities Exchange Act of 1934, as amended) of any Equity Interests therein (other than (i) the issuance by the Borrower of (a) its common stock pursuant to equity incentive or benefit plans of the Borrower, (b) Equity Interests to effect any acquisition permitted under Section 5.02(f) hereof, provided that in the case in which the proceeds of such issuance are contemplated to be used to effect such acquisition, then all the proceeds thereof are used within 180 days of such issuance to effect such acquisition, and any such proceeds not so used by such 180th day shall be applied as a prepayment as provided herein, (c) Debt or Redeemable Preferred Interests permitted under Section 5.02(b)(viii) or Section 5.02(b)(xii) hereof, or (d) Equity Interests in connection with a redemption of Subordinated Debt to the extent contemplated in Section 5.02(i) and, (ii) the issuance by any Subsidiary of the Borrower of any Equity Interests therein (a) to the Borrower or to another Subsidiary thereof, or (b) to any other Person or Persons in an aggregate amount in any one transaction or series of related transactions not in excess of $10,000,000), prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings equal to (x) 100% of all the amount of the Net Cash Proceeds received therefrom promptly afterin respect of any sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries referred to in subclause (b)(i)(A) above to the extent such Net Cash Proceeds have not been reinvested within the applicable reinvestment period as provided in Section 5.02(e)(vi); (y) the first $200,000,000 of Net Cash Proceeds from the incurrence or issuance by the Borrower or any of its Subsidiaries of all Debt referred to in subclause (b)(i)(B) above plus 50% of any such Net Cash Proceeds in excess of $200,000,000; and (z) 50% of the amount of the Net Cash Proceeds of the issuance or sale by the Borrower of any Equity Interests referred to in subclause (b)(i)(C), and in no event later than five Business Days afterthe case of Net Cash Proceeds from the issuance or sale by any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above, receipt thereof 50% of an amount equal to the Borrower’s Percentage of such Net Cash Proceeds; provided, however, that prepayments of Net Cash Proceeds from the issuance or sale by the Company Borrower or any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above shall not be required if, after giving pro forma effect to such Subsidiary (such prepayments issuance or sale, the Borrower has a Leverage Ratio of less than 2.75:1.00. Each prepayment of advances required to be made pursuant to this subclause (i) shall first be applied as on a pro rata basis between the Term Facilities, and with respect to each Term Facility, applied on a pro rata basis against the respective principal repayment installments thereof, and thereafter applied to the Revolving Credit Facility in the manner set forth in clauses this Section 2.06(b).
(ivii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances and, if applicable, deposit an amount into the L/C Cash Collateral Account equal to the amount by which (A) the sum of (1) the aggregate principal amount of all Revolving Credit Advances, Letter of Credit Advances and Swing Line Advances outstanding on such Business Day and (vi2) belowthe aggregate Available Amount of all Letters of Credit outstanding on such Business Day exceeds (B) the Revolving Credit Facility on such Business Day (after giving effect to any permanent reduction thereof pursuant to Section 2.05 on such Business Day).
(iii) Upon The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit into the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account on such Business Day to equal the amount by which (A) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day exceeds (B) the Letter of Credit Facility on such Business Day (after giving effect to any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid permanent reduction thereof pursuant to or for the account Section 2.05 on such Business Day).
(iv) Prepayments of the Company Revolving Credit Facility made pursuant to clause (i), (ii) or any (iii) of its Subsidiariesthis Section 2.06(b), first, shall be applied to prepay Letter of Credit Advances outstanding at such time until all such Letter of Credit Advances are paid in full, second, shall be applied to prepay Swing Line Advances outstanding at such time until all such Swing Line Advances are paid in full, third, shall be applied to prepay Revolving Credit Advances comprising part of the same Borrowings and not otherwise included outstanding at such time until all such Revolving Credit Advances are paid in full and, fourth, shall be deposited into the L/C Cash Collateral Account to cash collateralize 100% of the Available Amount of all Letters of Credit outstanding at such time; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.05(b2.06(b), the Borrowers shall prepay an aggregate principal amount remaining, if any, after the prepayment in full of Loans equal to all Advances outstanding at such time and the 100% cash collateralization of the aggregate Available Amount of all Net Cash Proceeds received therefrom promptly afterLetters of Credit outstanding at such time (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to Letter of Credit Facility shall be applied automatically and permanently reduced as set forth in clauses (iv) and (vi) belowSection 2.05(b)(iii).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, for which funds are on deposit in the funds held as L/C Cash Collateral Account, such funds shall be applied (without any further action by or notice to or from the Borrowers Borrower or any other Loan Party or any Defaulting Lender that has provided Cash CollateralParty) to reimburse the L/C Issuer Issuing Bank or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Davita Inc), Credit Agreement (Davita Inc)
Mandatory. (i) Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b) (such payment date, the “Excess Cash Flow Payment Date”), the Borrowers shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) the Applicable Prepayment Percentage of Excess Cash Flow for the Fiscal Year covered by such financial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a) during such Fiscal Year (such prepayments to be applied as set forth in clause (iv) below).
(ii) If the Company any Loan Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(f7.05(a), (b), (c), (d), (e), (f), (i) in excess of $500,000 in the aggregate during the term of this Agreement, or (j)) which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $5,000,000, individually or in the aggregate during any Fiscal Year, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and that are in no event later than five Business Days after, excess of $5,000,000 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses clause (iv) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 180 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated or a definitive agreement with respect to such purchase shall have been entered into by the Borrowers (as certified by the Borrowers in writing to the Administrative Agent); provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii); provided further that Net Cash Proceeds received in connection with any Disposition of ABL Priority Collateral (as such term is defined in the Intercreditor Agreement) shall not be required to be used to prepay outstanding Term Loans to the extent that such Net Cash Proceeds are used to prepay the revolving loans under the Revolving Credit Agreement.
(iiiii) Upon the incurrence or issuance by the Company any Loan Party or any of its their Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Sections 7.02(a) - (m), Section 7.037.02(n)(ii) and Sections 7.02 (o) – (v)), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses clause (iv) and (vi) below).
(iii) Upon ; provided that any Extraordinary Receipt in excess prepayment of $1,000,000 for each fiscal year received by or paid Loans pursuant to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), 2.05(b)(iii) shall be made at a premium if and to the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof extent required by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) belowSection 2.05(e).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, applied ratably to each Series of Term Loans and shall be applied to the principal repayment installments of Term B Repayment Amounts and New Term Loan Repayment Amounts, as the Term Loans case may be, on a pro-pro rata basis andbasis, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, and each such prepayments prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilitiessuch Series.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Exopack Holding Corp), Credit Agreement (Exopack Holding Corp)
Mandatory. (i) Within twenty (20) days after financial statements are required to be delivered pursuant to Section 6.01(a), the Company shall cause to be prepaid an aggregate Dollar Amount of Term Loans in an amount equal to (A) the ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended June 30, 2008) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments.
(ii) (A) If (x) Holdings, the Company or any of its Subsidiaries Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(f7.05(a), (b), (c), (d), (e), (f), (g), (h), (i) in excess of $500,000 or (m)) or (y) any Casualty Event occurs, which in the aggregate during the term of this Agreement, which results in the realization or receipt by Holdings, the Company or such Person Restricted Subsidiary of Net Cash Proceeds, the Borrowers Company shall prepay an aggregate principal amount cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of Loans equal to 100% the realization or receipt of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iv) and (vii) below).
(ii) Upon the incurrence or issuance by the Company or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay an aggregate principal Dollar Amount of Term Loans in an amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in received; provided that no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v2.05(b)(ii)(A) unlesswith respect to such portion of such Net Cash Proceeds that the Company shall have, after the prepayment of the Revolving Credit Loans and Swing Line Loanson or prior to such date, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably given written notice to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably Administrative Agent of its intent to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations reinvest in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.accordance with Section 2.05(b)(ii)(B);
Appears in 2 contracts
Sources: Credit Agreement (Readers Digest Association Inc), Credit Agreement (Direct Holdings Libraries Inc.)
Mandatory. (iA) If the Company Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(f7.05 (except pursuant to Sections 7.05(j) in excess of $500,000 in the aggregate during the term of this Agreement, or 7.05(k)) which results in the realization by such Person of Net Cash ProceedsProceeds in excess of an aggregate amount of $10,000,000 per fiscal year, the Borrowers Borrower shall prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Loans Pro Rata Obligations equal to 100% of such Net Cash Proceeds promptly after, and in excess of such $10,000,000 no event later than five (5) Business Days after, following receipt thereof by such Person (such prepayments (or Cash Collateralization) to be applied as set forth in clauses (ivv) and (vii) below) and (B) notwithstanding anything to the contrary in subclause (A) above, if at the time of any Disposition pursuant to Section 7.05(l) the Total Facility Amount is in excess of $350,000,000 (the “Facility Cap”), the Borrower shall prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Pro Rata Obligations equal to 100% of all Net Cash Proceeds received therefrom no later than five (5) Business Days following receipt thereof by the Borrower or such Subsidiary (such prepayments (or Cash Collateralization) to be applied as set forth in clauses first and second of clause (v) below and clause (vii) below) but only to the extent required to reduce the Total Facility Amount to the Facility Cap and, if after giving effect to the application of proceeds described in clause first of clause (v) below, there remain any Net Cash Proceeds from the Disposition pursuant to Section 7.05(l), the Incremental Capacity shall be reduced on a dollar for dollar basis in an amount equal to such remainder to the extent required to reduce the Total Facility Amount to the Facility Cap).
(ii) In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending September 30, 2012), the Borrower shall, no later than 95 days after the end of such Fiscal Year (or, in the case of the Fiscal Year ending September 30, 2012, 120 days after the end of such Fiscal Year), prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Pro Rata Obligations equal to the ECF Percentage of such Consolidated Excess Cash Flow less an amount equal to the aggregate principal amount of Term Loans voluntarily prepaid by the Borrower during such Fiscal Year pursuant to Section 2.05(a) with internally generated cash of the Borrower (and not from the proceeds of Indebtedness or the sale or issuance of Equity Interests and excluding any Term Loans purchased pursuant to Section 10.06(b)(vii)) (such amount, the “Excess Cash Flow Amount”), to be applied as set forth in clauses (v) and (vii) below); provided that in respect of the mandatory prepayment required pursuant to this Section 2.05(b)(ii) for the Fiscal Year ending September 30, 2012, such prepayment shall be in amount equal to the Excess Cash Flow Amount for such Fiscal Year multiplied by the 2012 ECF Pro Ration Amount.
(iiiii) Upon the incurrence or issuance by the Company Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), ) the Borrowers Borrower shall prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Loans Pro Rata Obligations equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company Borrower or such Subsidiary (such prepayments (or Cash Collateralization) to be applied as set forth in clauses (ivv) and (vivii) below).
(iiiiv) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company Borrower or any of its Subsidiaries, Subsidiaries and not otherwise included in clause (i) ), (ii), or (iiiii) of this Section 2.05(b), the Borrowers Borrower shall prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Loans Pro Rata Obligations equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in excess of $10,000,000 per fiscal year no event later than five (5) Business Days after, following receipt thereof by the Company or such Subsidiary Person (such prepayments (or Cash Collateralization) to be applied as set forth in clauses (ivv) and (vivii) below).
(ivv) Each prepayment (or Cash Collateralization, as applicable) of Loans Pro Rata Obligations pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Loans held by all Term Lenders in accordance with their Applicable Percentages (allocated to the next four principal repayment installments of the Term Loans thereof and, thereafter, on a pro-pro rata basis andto the remaining principal repayment installments thereof and the repayment at the final maturity thereof), second, any excess after the application of such proceeds in accordance with clause first above, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.clause
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Post Holdings, Inc.)
Mandatory. (i) If If, at any time, the Company or any of its Subsidiaries Disposes of any property permitted by Section 7.05(f) in excess of $500,000 in Total Outstandings at such time exceed the aggregate during the term of this AgreementMaximum Revolving Credit, which results in the realization by such Person of Net Cash Proceedsthen, within one Business Day, the Borrowers shall prepay an aggregate principal amount of the outstanding Loans equal to 100% of such Net and/or the Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iv) and (vii) below).
(ii) Upon Collateralize the incurrence or issuance by the Company or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and outstanding L/C Borrowings and/or Cash Collateralize Obligations (including by depositing funds in the L/C Obligations Cash Collateral Account pursuant to Section 2.04(h)(i)) in an aggregate amount sufficient to reduce the amount of Total Outstandings as of such date of payment to an amount less than or equal to such excessthe Maximum Revolving Credit; provided, however, that that, subject to the provisions of Section 2.04(h)(ii), the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v2.06(b) unless, unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Maximum Revolving Credit Commitments above at such time.
(viii) Except as otherwise provided At any time following the occurrence and during the continuation of a Liquidity Period, within five Business Days following the receipt of any Net Cash Proceeds in respect of any Disposition of Collateral or any Net Insurance/Condemnation Proceeds (other than any Disposition (A) permitted by Section 2.177.05(a), prepayments (b), (c), (d), (h) or (i), or (B) in the ordinary course of business of the Revolving Credit Facility Borrowers and their respective Subsidiaries), the Borrowers shall apply an amount equal to 100% of such Net Proceeds or Net Insurance/Condemnation Proceeds, as applicable, received with respect thereto to prepay the outstanding principal amount of the Loans and/or Cash Collateralize the outstanding L/C Obligations, and the Borrowers shall deliver an updated Borrowing Base Certificate to the Administrative Agent on the date of any such Disposition or receipt of Net Insurance/Condemnation Proceeds.
(iii) Prepayments of the Facilities made pursuant to this Section 2.05(b2.06(b), shall be applied, first, shall be applied ratably to the L/C Borrowings and the Swing Line LoansBorrowings, Swingline Loans or Protective Advances, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, Loans and third, shall be used to Cash Collateralize the remaining L/C Obligations.
(iv) In the case of prepayments of the Facilities required pursuant to clause (i) or (ii) of this Section 2.06(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans, outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Minimum Collateral AmountBorrowers for use in the ordinary course of their business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as in the L/C Cash Collateral Account shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash CollateralParty) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Asset Based Revolving Credit Agreement (Warrior Met Coal, Inc.), Asset Based Revolving Credit Agreement (Warrior Met Coal, LLC)
Mandatory. (a) Within five (5) Business Days after financial statements have been or are required to have been delivered pursuant to Section 6.01(1) and the related Compliance Certificate has been or is required to have been delivered pursuant to Section 6.02(1) (such date, the “ECF Due Date”), commencing with the delivery of financial statements for the fiscal year ended December 31, 2018, the Borrower shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or cause to be prepaid, an aggregate principal amount of Term Loans (the “ECF Payment Amount”) equal to 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus the sum of all voluntary prepayments of:
(i) Term Loans made pursuant to Sections 2.05(1)(a) and 2.05(1)(e) (in an amount, in the case of prepayments pursuant to Section 2.05(1)(e), equal to the discounted amount actually paid in respect of the principal amount of such Term Loans and only to the extent that such Loans have been cancelled);
(ii) Credit Agreement Refinancing Indebtedness and Permitted Incremental Equivalent Debt, in each case to the extent secured in whole or in part on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies); and
(iii) Revolving Loans and loans under any other revolving facility that is secured, in whole or in part, on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies) (in each case of this clause (iii) (and with respect to any revolving facility under clause (ii) above), to the extent accompanied by a permanent reduction in the corresponding Revolving Commitments or other revolving commitments); in the case of each of the immediately preceding clauses (i), (ii) and (iii), made during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(2)(a) for any prior fiscal year) or after the fiscal year-end but prior to the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of such fiscal year and in each case to the extent such prepayments are not funded with the proceeds of Funded Debt (other than any Indebtedness under a Revolving Facility or any other revolving credit facilities); provided that (w) a prepayment of Term Loans pursuant to this Section 2.05(2)(a) in respect of any fiscal year shall only be required in the amount (if any) by which the ECF Payment Amount for such fiscal year exceeds $5,000,000, (x) the ECF Percentage shall be 25% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 1.75 to 1.00 and greater than 1.25 to 1.00 and (y) the ECF Percentage shall be 0% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 1.25 to 1.00; provided, further, that:
(A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge Other Applicable Indebtedness with Other Applicable ECF pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such portion of Excess Cash Flow otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(a) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(a) shall be reduced accordingly (provided that the portion of such Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable ECF required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Excess Cash Flow shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a)); and
(B) to the extent the lenders or holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of Excess Cash Flow, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a).
(i) If (x) the Company Borrower or any of its Subsidiaries Disposes of Restricted Subsidiary makes an Asset Sale or (y) any property permitted by Section 7.05(f) in excess of $500,000 in the aggregate during the term of this AgreementCasualty Event occurs, which results in the realization or receipt by the Borrower or such Person Restricted Subsidiary of Net Cash Proceeds, the Borrowers Borrower shall prepay prepay, or cause to be prepaid, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds, subject to clause (ii) of this Section 2.05(2)(b) and clauses (2)(g) and (h) of this Section 2.05, an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Net Proceeds Percentage”) of all Net Proceeds realized or received; provided that no prepayment shall be required pursuant to this Section 2.05(2)(b)(i) with respect to such portion of such Net Cash Proceeds promptly afterthat the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest (or entered into a binding commitment to reinvest) in accordance with Section 2.05(2)(b)(ii); provided, further, that:
(A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge any Other Applicable Indebtedness with Other Applicable Net Proceeds pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such Net Proceeds otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(b)(i) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time), to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(b)(i) shall be reduced accordingly (provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Net Proceeds shall be allocated to the Term Loans to the extent required in no accordance with the terms of this Section 2.05(2)(b)(i));
(B) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of such Net Proceeds, the declined amount shall promptly (and in any event later than five within ten (10) Business Days after, receipt thereof by after the date of such Person (such prepayments to rejection) be applied as set forth to prepay the Term Loans to the extent required in clauses (iv) and (vii) belowaccordance with the terms of this Section 2.05(2)(b)(i).
(ii) Upon the incurrence With respect to any Net Proceeds realized or issuance by the Company received with respect to any Asset Sale or any Casualty Event, the Borrower or any Restricted Subsidiary, at its option, may reinvest all or any portion of its Subsidiaries such Net Proceeds in assets useful for their business within (x) twelve months following receipt of such Net Proceeds or (y) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt thereof and (B) one hundred eighty (180) days of the date of such legally binding commitment; provided that, if any Net Proceeds are no longer intended to be or cannot be so reinvested at any time after such reinvestment election, and subject to clauses (g) and (h) of this Section 2.05(2), an amount equal to any such Net Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05.
(c) [Reserved].
(d) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness (other than Indebtedness i) not expressly permitted to be incurred or issued pursuant to Section 7.037.02 or (ii) that constitutes Other Loans or Credit Agreement Refinancing Indebtedness, in each case, incurred or issued to refinance any Class (or Classes) of Term Loans resulting in Net Proceeds (as opposed to such Credit Agreement Refinancing Indebtedness or Other Loans arising out of an exchange of existing Term Loans for such Credit Agreement Refinancing Indebtedness or Other Loans), the Borrowers Borrower shall prepay prepay, or cause to be prepaid, an aggregate principal amount of Term Loans of any Class or Classes (in each case, as directed by the Borrower) equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five on or prior to the date which is one (1) Business Days after, Day after the receipt thereof by the Company Borrower or such Restricted Subsidiary (of such prepayments to be applied as set forth in clauses (iv) and (vi) below)Net Proceeds.
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided set forth in Section 2.17any Refinancing Amendment, prepayments Extension Amendment or Incremental Amendment, each prepayment of the Revolving Credit Facility made pursuant to this Section 2.05(bTerm Loans required by Sections 2.05(2)(a), first(b) and (d)(i) shall be allocated to any Class of Term Loans outstanding as directed by the Borrower, shall be applied ratably pro rata to the L/C Borrowings and the Swing Line Term Lenders within such Class of Term Loans, second, based upon the outstanding principal amounts owing to each such Term Lender under such Class of Term Loans and shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the reduce such remaining L/C Obligations scheduled installments of principal within such Class of Term Loans in the Minimum Collateral Amount. Upon the drawing direct order of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has maturity; provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.that:
Appears in 2 contracts
Sources: Credit Agreement (GreenSky, Inc.), Credit Agreement (GreenSky, Inc.)
Mandatory. (i) Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) 50% of Consolidated Excess Cash Flow for the fiscal year covered by such financial statements minus (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) and Revolving Credit Loans prepaid pursuant to Section 2.05(a)(i) (to the extent that such repayment is accompanied by a reduction in the Revolving Credit Commitment), such prepayments to be applied as set forth in clauses (vi) and (viii) below; provided that (1) such percentage shall be reduced to zero during such times as the Consolidated Leverage Ratio of the Borrower and its Subsidiaries is less than 3.00 to 1.00, as evidenced by the most recently delivered Compliance Certificate and (2) any such prepayment shall be pro rated for the fiscal year ending July 31, 2010 to reflect that portion of such fiscal year that occurred during the term of this Agreement.
(ii) If the Company Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(f7.05 (except pursuant to Section 7.05(h), solely to the extent required therein)) in excess of $500,000 in the aggregate during the term of this Agreement, which results in the realization by such Person of Net Cash ProceedsProceeds in excess of an aggregate amount of $5,000,000 per fiscal year, the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, excess of such $5,000,000 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (ivvi) and (viiviii) below).
(iiiii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests (other than the Excluded Issuances and any sales or issuances of Equity Interests to another Loan Party), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (viii) below).
(iv) Upon the incurrence or issuance by the Company Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (ivvi) and (viviii) below).
(iiiv) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company Borrower or any of its Subsidiaries, and not otherwise included in clause (iii), (iii) or (iiiv) of this Section 2.05(b), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (ivvi) and (viviii) below).
(ivvi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, ratably to the Term Loan Facility (or if such prepayment occurs prior to the Initial Funding Date, the Term Loan Commitment shall be reduced by an amount equal to such required prepayment) and to the principal repayment installments of the Term Loans thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (viviii) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(vvii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments Facility at such time, the Borrowers Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(viviii) Except as otherwise provided in Section 2.17, prepayments Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), (iv) or (v) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the Minimum Collateral sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers Borrower or any other Loan Party or any Defaulting Lender that has provided Cash CollateralParty) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Diamond Foods Inc), Credit Agreement (Diamond Foods Inc)
Mandatory. (i) If the Company or any of its Subsidiaries Disposes of any property permitted by Section 7.05(f) in excess of $500,000 in the aggregate during the term of this Agreement, which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such The Net Cash Proceeds promptly after, and in no event later from the sale of Collateral (other than five Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses (ivi) and or (viiii) belowof the definition of Certain Permitted Dispositions) shall be applied to repay the Revolving Credit Advances (but not reduce the Revolving Credit Commitment).
(ii) Upon In each case the Net Cash Proceeds referred to in this subsection are not applied to repay advances under the Term Loan Facility, the Borrowers shall, on the applicable Prepayment Date with respect to Net Cash Proceeds received by any Loan Party from (A) the sale, lease, transfer or other disposition including any and all involuntary dispositions, whether by condemnation, casualty loss or otherwise, of any assets of any Loan Party or any of its Subsidiaries (other than (w) any sale, lease, transfer or other disposition of assets referred to in clause (i), (ii), (iii) or (iv) of the definition of Certain Permitted Dispositions and (x) and sale, lease transfer or other disposition of assets the Net Cash Proceeds of which are reinvested in assets used in the operation of the business within 18 months of receipt of such proceeds), (B) the incurrence or issuance by the Company any Loan Party or any of its Subsidiaries of any Indebtedness Debt (other than Indebtedness expressly Debt permitted to be incurred or issued pursuant to Section 7.035.02(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (viC) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company any Loan Party or any of its Subsidiaries, Subsidiaries and not otherwise included in clause (iA) or (iiB) above (other than any Extraordinary Receipts which are reinvested in assets used in the operation of this Section 2.05(bthe business within 18 months of receipt of such proceeds), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% the Advances comprising part of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary same Borrowings (such prepayments with application to be applied as set forth made in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in accordance with clause (viv) of this Section 2.05(b2.06(b). Subject to Section 2.17), such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to the amount of such excess; providedNet Cash Proceeds. Each such prepayment shall be applied to the Revolving Credit Facility as set forth in clause (v) below. For the avoidance of doubt, however, that the Borrowers mandatory prepayments shall not permanently reduce the Commitments.
(iii) The Borrowers shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances (with application to be required made in accordance with clause (v) of this Section 2.06(b)) in an amount equal to Cash Collateralize the amount by which (A) the sum of (I) the aggregate principal amount of (x) the Revolving Credit Advances, (y) the Letter of Credit Advances and (z) the Swing Line Advances then outstanding plus (II) the aggregate Available Amount of all Letters of Credit then outstanding, exceeds (B) the lesser of the Revolving Credit Facility and the Loan Value on such Business Day.
(iv) The Borrowers, jointly and severally, agree to, on each Business Day, pay to the Administrative Agent for deposit in the L/C Obligations pursuant Collateral Account an amount sufficient to this Section 2.05(b)(v) unless, after cause the prepayment aggregate amount on deposit in the L/C Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Revolving Letter of Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at Facility on such timeBusiness Day.
(viv) Except as otherwise provided in Section 2.17, prepayments Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(bclause (i), first(ii), (iii) or (iv) above shall be first applied ratably to the L/C Borrowings and the prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Swing Line LoansAdvances then outstanding until such Advances are paid in full, second, shall be and third applied ratably to the outstanding prepay Revolving Credit Loans, Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full; and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral case of prepayments of the Revolving Credit Facility required pursuant to clause (ii) or (iii) above, the amount remaining (if any) after the prepayment in full of the Advances then outstanding (the sum of such prepayment amounts in respect of Revolving Credit Advances, Letter of Credit Advances and Swing Line Advances, and remaining amount being referred to herein as the “Reduction Amount”) may be retained by the Borrowers. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the for which funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse are on deposit in the L/C Issuer Collateral Account, such funds shall be applied to reimburse the Issuing Bank or the Revolving Credit Lenders, as applicable.
(vi) All prepayments under this subsection (b) shall be made together with accrued interest thereof to the date of such prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 8.04. If any payment of Eurodollar Rate Advances otherwise required to be made under this Section 2.06(b) would be made on a day other than the last day of the applicable Interest Period thereon, each Borrower may direct the Administrative Agent to (and if so directed, the Administrative Agent shall) deposit such payment in an account maintained with the Administrative Agent until the last day of the applicable Interest Period at which time the Administrative Agent shall apply the amount of such payment to the prepayment of such Advances; provided, however, that such Advances shall continue to bear interest as set forth in Section 2.07 until the last day of the applicable Interest Period therefor.
Appears in 2 contracts
Sources: Revolving Credit Agreement (BMCA Acquisition Sub Inc.), Revolving Credit Agreement (Building Materials Manufacturing Corp)
Mandatory. (i) Beginning with the fiscal year ending December 31, 2016, within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to (I) the excess (if any) of the ECF Percentage of Excess Cash Flow for the fiscal year covered by such financial statements over (II) (x) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) (such prepayments to be applied as set forth in clauses (vi) and (ix) below) and (y) the aggregate principal amount of Revolving Credit Loans prepaid pursuant to Section 2.05(a)(i) and accompanied by a permanent reduction in the Revolving Credit Commitment equal to the amount of such prepayment pursuant to Section 2.06(a);
(ii) If the Company any Loan Party or any of its Subsidiaries Disposes of any property pursuant to Section 7.05(f) or (p) or pursuant to a transaction not otherwise permitted by Section 7.05(f) in excess of $500,000 in the aggregate during the term of this Agreement, 7.05 which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $1,000,000 in any fiscal year, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than within five (5) Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses (ivvi) and (viiix) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within two hundred seventy (270) days after the receipt of such Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within ninety (90) days after the expiration of such two hundred seventy- (270-) day period), such purchase shall have been consummated (as certified by the Borrowers in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(iiiii) [Intentionally Omitted].
(iv) Upon the incurrence or issuance by the Company any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (ivvi) and (viix) below).
(iiiv) Upon any Extraordinary Casualty/Condemnation Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company any Loan Party or any of its Subsidiaries, and not otherwise included in clause (iii), (iii) or (iiiv) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds in excess of $1,000,000 in any fiscal year received therefrom promptly after, and in no event later than within five (5) Business Days after, after receipt thereof by the Company such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (ivvi) and (viix) below); provided, however, that with respect to any proceeds of a Casualty/Condemnation Receipt, at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Borrowers shall not be required to prepay Loans hereunder in respect of such Net Cash Proceeds to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in assets used or useful in the business of such Loan Party or its Subsidiaries within two hundred seventy (270) days after the receipt of such Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within ninety (90) days after the expiration of such two hundred seventy- (270-) day period); and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v).
(ivvi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the next four (4) principal repayment installments of under the Term Loans A Facility in direct order of maturity, second, to the remaining principal repayment installments under the Term A Facility (other than the final scheduled installment due on the Maturity Date) on a pro-rata basis and, secondthird, to the Revolving Credit Facility in the manner set forth in clause (viix) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(vvii) Notwithstanding any other provisions of this Section 2.05(b), (i) to the extent that any of or all the Net Cash Proceeds of any Asset Sale by a Non-Guarantor Subsidiary (a “Non-Guarantor Disposition”), the Net Cash Proceeds of any Casualty/Condemnation Receipt from a Non-Guarantor Subsidiary (a “Non-Guarantor Recovery Event”), or Excess Cash Flow attributable to any Non-Guarantor Subsidiary is prohibited or delayed by applicable local law from being repatriated to the applicable Borrowers, an amount equal to the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to prepay Loans and, instead, such amounts may be retained so long, but only so long, as the applicable local law will not permit repatriation to the applicable Borrowers (the Borrowers hereby agree to cause the applicable Non-Guarantor Subsidiary to use commercially reasonable efforts to take actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, an amount equal to such Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two (2) Business Days after such repatriation) be offered to be applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Loans pursuant to this Section 2.05(b) to the extent provided herein and (ii) to the extent that the Borrowers have determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Non-Guarantor Disposition, any Non-Guarantor Recovery Event or attributed Excess Cash Flow would have a material adverse tax cost consequence (after Holdings, the Borrowers and/or the applicable Non-Guarantor Subsidiary have used commercially reasonable efforts to take actions to reduce such tax consequences and after taking into account available foreign tax credits) with respect to such Net Cash Proceeds or Excess Cash Flow, an amount equal to the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Non-Guarantor Subsidiary, provided that, in the case of this clause (ii) on or before that date on which any such Net Cash Proceed or Excess Cash Flow so retained would otherwise have been required to be applied to prepayments pursuant to Section 2.05, the Borrowers may apply an amount equal to such Net Cash Proceeds or Excess Cash Flow to such prepayments as if such Net Cash Proceeds or Excess Cash Flow has been received by the Borrowers (net of additional taxes that would be payable had such amounts actually been repatriated).
(viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments Facility at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(viix) Except as otherwise provided in Section 2.17, prepayments Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit LoansLoans (without a corresponding reduction of the Revolving Credit Commitments), and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral AmountObligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash CollateralParty) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(x) Upon the receipt by any Loan Party of the proceeds of any Specified Equity Contribution pursuant to Section 8.04, such Loan Party shall promptly prepay the Term Loans with such proceeds which will be applied in accordance with Section 2.05(a)(i).
Appears in 2 contracts
Sources: Credit Agreement (Ichor Holdings, Ltd.), Credit Agreement (Ichor Holdings, Ltd.)
Mandatory. (i) If the Company Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted (x) by Section 7.05(fSections 7.05(a), (b), (c), (d), (o), (p) or (q) and/or (y) by ▇▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (r) only to the extent the fair market value of all Dispositions pursuant to these Sections in excess of this clause (y) is less than $500,000 75,000,000 in the aggregate during the term of this Agreement, aggregate) which results in the realization by such Person of Net Cash Proceeds, the Borrowers Borrower shall prepay an aggregate principal amount of Loans the Loan equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iv) and (vii) below)Person.
(ii) Upon the incurrence or issuance by the Company Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), the Borrowers Borrower shall prepay an aggregate principal amount of Loans Loan equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below)Subsidiary.
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company Borrower or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b2.02(b), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company Borrower or such Subsidiary (such prepayments to be applied as set forth Subsidiary. If the Borrower prepays the Loan, in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of whole or in part under this Section 2.05(b2.02(b) at any time before the Bridge Date, the Borrower shall pay a premium with respect to each such prepayment in the amount of 3.5% of the amount so prepaid. Nothing in this section 2.02(b) shall be applied, first, deemed to require a mandatory prepayment of any amounts or property received by the principal repayment installments Borrower upon the sale of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility any Equity Interest in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilitiesBorrower.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If The Borrower shall, on the Company or any 90th day following the end of its Subsidiaries Disposes of any property permitted by Section 7.05(f) in excess of $500,000 in the aggregate during the term of this Agreementeach Fiscal Year, which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans the Term Advances comprising part of the same Term Borrowings equal to 100(A) to the extent the aggregate Commitments (whether used or unused) on the last day of such Fiscal Year equal or exceed $500,000,000, 50% of the amount of Excess Cash Flow for such Net Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iv) Fiscal Year and (viiB) below)upon the reduction of the aggregate Commitments (whether used or unused) on the last day of such Fiscal Year to any amount less than $500,000,000, 25% of the amount of Excess Cash Flow for such Fiscal Year.
(ii) Upon The Borrower shall, within 3 Business Days of the date of receipt (or such later date as may be specified in Section 5.02(e)) of the Net Cash Proceeds by the Borrower or any of its Restricted Subsidiaries from (A) the sale, lease, transfer or other disposition of any assets of the Borrower or any of its Restricted Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clause (i), (iv), (vi) or (vii) of Section 5.02(e)), (B) the incurrence or issuance by the Company Borrower or any of its Restricted Subsidiaries of any Indebtedness Debt (other than Indebtedness expressly permitted to be Debt incurred or issued pursuant to Section 7.03clause ((i)(A) through (E), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (ivii)(A) and (viB), (iii)(A) belowthrough (D) or (iv)(A) and (B).
) of Section 5.02(b)), (iiiC) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company Borrower or any of its Subsidiaries, Restricted Subsidiaries and not otherwise included in clause (iA) or (iiB) of this Section 2.05(b)above or subsection (iii) below, the Borrowers shall prepay an aggregate principal amount of Loans the Term Advances comprising part of the same Term Borrowings equal to 100% of all such Net Cash Proceeds.
(iii) The Borrower shall, within 2 Business Days of the date of receipt (or such later date as may be specified below) of the Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company Borrower or any of its Restricted Subsidiaries from the issuance by the Borrower or any of its Restricted Subsidiaries of any Equity Interests, prepay an aggregate principal amount of the Term Advances comprising part of the same Term Borrowings in an amount equal to (A) if the Senior Debt Ratio at such Subsidiary time is greater than or equal to 1.0:1.0, 50% of such Net Cash Proceeds and (B) if the Senior Debt Ratio at such prepayments time is less than 1.0:1.0, 0% of such Net Cash Proceeds, provided, however, that for the purposes of calculating clause (iii)(A) above, the Borrower shall be permitted to exclude an amount (the "EXCLUDED AMOUNT") from the Net Cash Proceeds of such issuances of Equity Interests to be applied as set forth in clauses (ivused to fund Investments made or to be made pursuant to Section 5.02(f)(i) and (viviii) below)("PERMITTED INVESTMENTS") of up to (1) if the Senior Debt Ratio is greater than 1.5:1.0 on such date of receipt, $50,000,000 in each Fiscal Year but not more than $200,000,000 on a cumulative basis while the Loan Documents are in effect and (2) if the Senior Debt Ratio is equal to or less than 1.5:1.0, $200,000,000 on a cumulative basis while the Loan Documents are in effect, provided further that to the extent any such Excluded Amount is not used within 90 days of the receipt of such Net Cash Proceeds to fund Permitted Investments, 50% of such unused Excluded Amount shall be applied to prepay the Term Advances comprising part of the same Term Borrowings.
(iv) Each prepayment The Borrower shall, on each Business Day, prepay an aggregate principal amount of Loans pursuant the Revolving Credit Advances comprising part of the same Borrowings and the Letter of Credit Advances equal to the foregoing provisions of this Section 2.05(bamount by which (A) shall be applied, first, to the principal repayment installments sum of the Term Loans on a pro-rata basis and, second, to aggregate principal amount of (x) the Revolving Credit Advances and (y) the Letter of Credit Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding exceeds (B) the lesser of the Revolving Credit Facility in and the manner set forth in clause (vi) Loan Value of this Section 2.05(b). Subject to Section 2.17, Eligible Collateral on such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilitiesBusiness Day.
(v) If The Borrower shall, on each Business Day, pay to the Administrative Agent for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize deposit in the L/C Obligations in Collateral Account an amount sufficient to cause the aggregate amount on deposit in such Account to equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize amount by which the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after aggregate Available Amount of all Letters of Credit then outstanding exceeds the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableFacility on such Business Day.
Appears in 1 contract
Mandatory. (i) If the Company Borrower or any of its Restricted Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(f7.05(a) in excess of $500,000 in the aggregate during the term of this Agreement– (h), (j), (k), (l) or (n)) which results in the realization by such Person of aggregate Net Cash ProceedsProceeds in excess of $15,000,000 in any fiscal year, the Borrowers Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five excess of $15,000,000 within three Business Days after, after receipt thereof by such Person (such prepayments to be applied as set forth in clauses clause (iv) and (viiiii) below).
(ii) Upon the incurrence or issuance by the Company or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required that, with respect to any Net Cash Collateralize the L/C Obligations pursuant to Proceeds realized under a Disposition described in this Section 2.05(b)(v) unless2.05(b)(i), at the election of the Borrower (as notified by the Borrower to the Administrative Agent within three Business Days after the date of such Disposition), and so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated or the Borrower or such Restricted Subsidiary shall have entered into a binding agreement for such reinvestment (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that an amount equal to any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Revolving Credit Term Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided set forth in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b2.05(b)(i), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (TopBuild Corp)
Mandatory. (i) If The Borrower shall:
(A) within three Business Days of receipt by the Company Borrower or any of its Restricted Subsidiaries Disposes of any Net Cash Proceeds from asset sales or other dispositions of property permitted by Section 7.05(f) the Borrower or any Restricted Subsidiary to the extent resulting in Net Cash Proceeds in excess of $500,000 10,000,000 for any disposition or series of related dispositions, as set forth in clause (a) of the aggregate during the term definition of this Agreement, which results in the realization by such Person of "Net Cash Proceeds", the Borrowers shall prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings in an amount equal to 100% of the amount of such Net Cash Proceeds;
(B) within one Business Day following receipt by the Borrower or any of its Restricted Subsidiaries of any Net Cash Proceeds promptly afterfrom the incurrence or issuance of any Debt by the Borrower or any Restricted Subsidiary to the extent resulting in Net Cash Proceeds in excess of $10,000,000 for any incurrence or issuance or series of related incurrences or issuances, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses clause (ivb) and (vii) below).
(ii) Upon of the incurrence or issuance by the Company or any definition of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03)"Net Cash Proceeds", the Borrowers shall prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings in an amount equal to 100% of all the amount of such Net Cash Proceeds; and
(C) within one Business Day following receipt by the Borrower or any of its Restricted Subsidiaries of any Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof from the sale or issuance of any Equity Interests by the Company Borrower or such Subsidiary (such prepayments to be applied any Restricted Subsidiary, as set forth in clauses clause (ivc) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any definition of its Subsidiaries"Net Cash Proceeds", and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings in an amount equal to 10075% of all the amount of such Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below)Proceeds.
(ivii) Each prepayment of Loans pursuant to the foregoing provisions of All prepayments under this Section 2.05(bsubsection (b) shall be applied, first, made together with accrued interest to the date of such prepayment on the principal repayment installments of the Term Loans on a pro-rata basis andamount prepaid, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject together with any amounts owing pursuant to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities9.04(c).
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If Beginning with the Company or any of its Subsidiaries Disposes of any property permitted by fiscal year ending December 31, 2021, within five Business Days after financial statements have been delivered pursuant to Section 7.05(f6.01(a) in excess of $500,000 in and the aggregate during the term of this Agreement, which results in the realization by such Person of Net Cash Proceedsrelated Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100the excess (if any) of (A) the ECF Percentage of Excess Cash Flow for the fiscal year covered by such financial statements over (B) (i) the aggregate principal amount of Term A Loans prepaid pursuant to Section 2.04(a) made during such fiscal year, and (ii) the aggregate principal amount of all Revolving Credit Loans prepaid pursuant to Section 2.04(a) (to the extent of accompanied by permanent reductions of the Revolving Credit Commitments pursuant to Section 2.05(a)) during such fiscal year, provided that no prepayment shall be required pursuant to this clause (b)(i) if the amount otherwise required to be prepaid is less than $1,000,000.
(ii) If (1) Holdings or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a) through (f), (h) or (i)) or (2) any Casualty Event occurs, in each case, which results in the realization by such Person of Net Cash Proceeds in excess of $1,000,000 in any Fiscal Year, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100.0% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iv) and (viivi) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or Casualty Event described in this Section 2.04(b)(ii), at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date of such Disposition), and so long as no Event of Default shall have occurred and be continuing, Holdings or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within twelve months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrowers in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be promptly applied to the prepayment of the Loans as set forth in this Section 2.04(b)(ii).
(iiiii) Upon the incurrence or issuance by the Company Holdings or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, upon receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company Holdings or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b2.04(b) shall be applied, first, to Term A Loans pro rata to all remaining installments thereof (other than the final principal repayment installments of installment due on the Term Loans Maturity Date) until paid in full, second, to the final principal installment due on a pro-rata basis the Maturity Date until paid in full and, secondthird, to the Revolving Credit Facility in the manner set forth in clause (vivii) of this Section 2.05(b2.04(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) [Reserved].
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments Facility at such time, the Borrowers Revolver Borrower shall immediately promptly prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vivii) Except as otherwise provided in Section 2.17clause (vi), prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b2.04(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line LoansBorrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii) or (iii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the Minimum Collateral sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Revolver Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers Revolver Borrower or any other Loan Party or any Defaulting Lender that has provided Cash CollateralParty) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(viii) [reserved].
(ix) Notwithstanding any other provision of this Section 2.04(b) the contrary, to the extent that a Responsible Officer of the Borrowers has reasonably determined in good faith that repatriation of any of or all the Net Cash Proceeds or Excess Cash Flow of a Foreign Subsidiary giving rise to a prepayment event pursuant to this Section 2.04(b) would have a material adverse tax cost consequence, an amount equal to the Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay Loans at the times provided in this Section 2.04(b); provided that each Borrower hereby agrees, and will cause any applicable Subsidiary, to promptly take all commercially reasonable actions required by Law (including applicable local law) to permit such repatriation without material adverse tax consequences.
Appears in 1 contract
Sources: Credit Agreement (International Money Express, Inc.)
Mandatory. (i) If the Company or Within fifteen (15) days after receipt by any of its Subsidiaries Disposes of any property permitted by Section 7.05(f) in excess of $500,000 in the aggregate during the term of this Agreement, which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iv) and (vii) below).
(ii) Upon the incurrence or issuance by the Company Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly afterfrom Asset Dispositions made in reliance on Section 6.4(g) hereof, and the Borrower shall prepay the then outstanding Advances in no event later than five Business Days afteran amount equal to one-hundred percent (100%) of such Net Cash Proceeds.
(ii) Within fifteen (15) days after receipt by any Loan Party or any of its Subsidiaries of Net Cash Proceeds from any Debt Issuance or Equity Issuance, receipt thereof by the Company Borrower shall prepay the then outstanding Advances in an amount equal to, with respect to any such Debt Issuance or Equity Issuance, 100 percent (100%) of such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below)Net Cash Proceeds.
(iii) Upon Within fifteen (15) days after receipt of Net Cash Proceeds by any Loan Party or any of its Subsidiaries from any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company any Loan Party or any of its Subsidiaries, Subsidiaries and not otherwise included in clause (i) or (ii) of this Section 2.05(b)above, the Borrowers Borrower shall prepay the then outstanding Advances in an aggregate principal amount of Loans equal to one hundred percent (100% %) of all such Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below)Proceeds.
(iv) Each prepayment of Loans made pursuant to the foregoing provisions of this Section 2.05(bclause (i), (ii) or (iii) shall be applied, firstsubject to the provisions of Section 11.4(c) and shall be applied to prepay the Facilities in the following manner: FIRST, to the principal repayment installments prepay Letter of the Term Loans on a pro-rata basis and, secondCredit Advances then outstanding until such Advances are paid in full; SECOND, to prepay Swing Line Advances then outstanding until such Advances are paid in full; THIRD, to prepay Revolving Credit Advances then outstanding (whereupon the Revolving Credit Facility in the manner shall be permanently reduced as set forth in clause (viSection 2.5(b)(i)) of this Section 2.05(b). Subject to Section 2.17, until such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such timeAdvances are paid in full; and FOURTH, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize deposited in the L/C Obligations in an aggregate amount equal Cash Collateral Account to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment cash collateralize 100% of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments Available Amount of the Revolving Letters of Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amountthen outstanding. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the for which funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse are on deposit in the L/C Issuer Cash Collateral Account, such funds shall be applied to reimburse the Issuing Bank or the Revolving Credit Lenders, as applicable. The amount remaining (if any) after the required prepayment of the Advances then outstanding and the 100% cash collateralization of the aggregate Available Amount of Letters of Credit then outstanding (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being referred to herein as the "REDUCTION AMOUNT") may be retained by the Borrower. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the Issuing Bank or the Revolving Credit Lenders, as applicable. Upon the termination of all of the Commitments and the payment in full of all Obligations hereunder including, without limitation, termination or expiration of all Letters of Credit and the payment in full of all Obligations in respect of all Letters of Credit, then all amounts remaining on deposit in the L/C Cash Collateral Account shall be returned to the Borrower.
(v) The Borrower shall, within fifteen (15) days following the end of each month in each Fiscal Year, pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in such Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day.
(vi) At any time that the aggregate amount of Revolving Credit Advances outstanding exceeds the Revolving Credit Availability, the Borrower shall immediately repay Revolving Credit Advances to the extent necessary to reduce the principal balance of Revolving Credit Borrowings to an amount equal to or less than the Revolving Credit Availability. 37 44
(vii) The foregoing notwithstanding, the provisions of this Section 2.6(b) shall not be construed to permit any Equity Issuance, Debt Issuance or Asset Disposition otherwise prohibited under the terms of this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Mosler Inc)
Mandatory. (a) WithinSubject to Section 2.05(2)(i), within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(1) and the related Compliance Certificate has been delivered pursuant to Section 6.02(1), commencing with the delivery of financial statements for the fiscal year ended December 31, 2022, the Borrower shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or cause to be prepaid, an aggregate principal amount of Term Loans (the “ECF Payment Amount”) equal to 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus the sum of all voluntary prepayments of
(i) If Term Loans made pursuant to Sections 2.05(1)(a) and 2.05(1)(e) (in an amount, in the Company case of prepayments pursuant to Section 2.05(1)(e), equal to the discounted amount actually paid in respect of the principal amount of such Term Loans and only to the extent that such Loans have been cancelled),
(ii) Credit Agreement Refinancing Indebtedness and Permitted Incremental Equivalent Debt, in each case to the extent secured in whole or in part on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies) and
(iii) Revolving Loans and loans under any other revolving facility that is secured, in whole or in part, on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies) (in each case of this clause (iii) (and with respect to any revolving facility under clause (ii) above), to the extent accompanied by a permanent reduction in the corresponding Revolving Commitments or other revolving commitments), in the case of each of the immediately preceding clauses (i), (ii) and (iii), made during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(2)(a) for any prior fiscal year) or after the fiscal year-end but prior to the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of such fiscal year and in each case to the extent such prepayments are not funded with the proceeds of Funded Debt (other than any Indebtedness under a Revolving Facility or any other revolving credit facilities); provided that (w) a prepayment of its Subsidiaries Disposes Term Loans pursuant to this 2.05(2)(a) in respect of any property permitted by Section 7.05(f) in excess of $500,000 fiscal year shall only be required in the amount (if any) by which the ECF Payment Amount for such fiscal year exceeds $10.0 million, (x) the ECF Percentage shall be 25% if the Secured Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than 4.75 to 1.00 and greater than or equal to 4.50 to 1.00 and (y) the ECF Percentage shall be 0% if the Secured Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than 4.50 to 1.00; provided further that:
(A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge Other Applicable Indebtedness with Other Applicable ECF pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such portion of Excess Cash Flow otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(a) on a pro rata basis (determined on the basis of the aggregate during outstanding principal amount of the term Term Loans and Other Applicable Indebtedness requiring such Discharge at such time) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(a) shall be reduced accordingly (provided that the portion of such Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable ECF required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Excess Cash Flow shall be allocated to the Term Loans to the extent required in accordance with the terms of this AgreementSection 2.05(2)(a)); and
(B) to the extent the lenders or holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of Excess Cash Flow, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a).
(b) Subject to Section 2.05(2)(i), (i) Ifif (x) the Borrower or any Restricted Subsidiary makes an Asset Sale or (y) any Casualty Event occurs, which results in the realization or receipt by the Borrower or such Person Restricted Subsidiary of Net Cash Proceeds, the Borrowers Borrower shall prepay an aggregate principal amount prepay, or cause to be prepaid, on or prior to the date which is ten (10) Business Days after the date of Loans equal to 100% the realization or receipt by the Borrower or such Restricted Subsidiary of such Net Cash Proceeds promptly afterProceeds, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments subject to be applied as set forth in clauses (iv) and (vii) below).
(ii) Upon the incurrence or issuance by the Company or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b)2.05(2)(b) and clauses (2)(g) and (h) of this Section 2.05, the Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Sale Percentage”) of all Net Cash Proceeds received therefrom promptly after, realized or received; provided that (x) the Asset Sale Percentage shall be 50% if the Secured Net Leverage Ratio as of the most recently ended Test Period (calculated on a pro forma basis for such Asset Sale or Casualty Event and in no event later such prepayment) is less than five Business Days after, receipt thereof by the Company 4.75 to 1.00 and greater than or such Subsidiary (such prepayments equal to be applied as set forth in clauses (iv) 4.25 to 1.00 and (viy) belowthe Asset Sale Percentage shall be 0% if the Secured Net Leverage Ratio as of the end of the most recently ended Test Period (calculated on a pro forma basis for such Asset Sale or Casualty Event and such prepayment) is less than 4.25 to 1.00; provided further that no prepayment shall be required pursuant to this Section 2.05(2)(b)(i) with respect to such portion of such Net Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest (or entered into a binding commitment to reinvest) in accordance with Section 2.05(2)(b)(ii).; provided further that
(ivA) Each if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge any Other Applicable Indebtedness with Other Applicable Net Proceeds pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such Net Proceeds otherwise required to repay the Term Loans pursuant to the foregoing provisions of this Section 2.05(b2.05(2)(b)(i) shall be applied, first, to on a pro rata basis (determined on the basis of the aggregate outstanding principal repayment installments amount of the Term Loans on a pro-rata basis and, secondand Other Applicable Indebtedness requiring such Discharge at such time), to the Revolving Credit Facility in prepayment of the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid Term Loans and to the Lenders in accordance with their respective repurchase or prepayment of Other Applicable Percentages in respect Indebtedness, and the amount of prepayment of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Term Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be would have otherwise been required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v2.05(2)(b)(i) unlessshall be reduced accordingly (provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Net Proceeds shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(b)(i));
(B) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of such Net Proceeds, the declined amount shall promptly (and in any event within ten (10) Business Days after the prepayment date of such rejection) be applied to prepay the Revolving Credit Term Loans and Swing Line Loans, to the Total Revolving Credit Outstandings exceed extent required in accordance with the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments terms of the Revolving Credit Facility made pursuant to this Section 2.05(b2.05(2)(b)(i), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If The Borrower shall, within five (5) Business Days following the Company or any date of its Subsidiaries Disposes receipt of any property permitted by Section 7.05(f) in excess of $500,000 in the aggregate during the term of this Agreement, which results in the realization by such Person of Net Cash Proceeds, Proceeds by any Loan Party (unless the Borrowers shall prepay an aggregate principal amount of Loans equal Borrower elects to 100% of deposit such Net Cash Proceeds promptly afterin the Cash Collateral Account on terms and conditions reasonably satisfactory to the Administrative Agent) from:
(A) the sale, and in no event later lease, transfer or other disposition of any assets of any Loan Party (other than five Business Days afterany sale, receipt thereof by such Person lease, transfer or other disposition of assets pursuant to section 5.02(e)(i), (such prepayments to be applied as set forth in clauses ii), (iviii), (v), (vi) and or (vii) below).), or
(iiB) Upon the incurrence or issuance by the Company or any of its Subsidiaries Loan Party of any Indebtedness Debt (other than Indebtedness expressly permitted to be Debt incurred or issued pursuant to as permitted by Section 7.035.02(b)), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).or
(iiiC) Upon the sale or issuance by any Loan Party of any Equity Interests (other than as permitted by subsection (d), (e), (f) or (g) of Section 5.02), or
(D) any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, Loan Party and not otherwise included in clause (iA), (B) or (iiC) of this Section 2.05(b)above, the Borrowers shall first, prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments Working Capital Advances comprising part of the Term Loans on a pro-rata basis and, same Borrowings and second, to deposit the Revolving Credit Facility remainder thereof in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations Cash Collateral Account in an aggregate amount equal to the amount of such excessNet Cash Proceeds; provided, however, that the Borrowers first $15.0 million of Net Cash Proceeds included in clause (A) above that result from the sale, lease, transfer or other disposition of any assets of any Loan Party shall not be required subject to the provisions of this Section 2.06(b)(i) to the extent such Net Cash Collateralize Proceeds are reinvested in the L/C Obligations business of the Borrower and its Subsidiaries (other than Captain D's, COI and their respective Subsidiaries), provided further, however, that Net Cash Proceeds from the assets set forth on Schedule 2.06 shall not be subject to this proviso as long as Columbus Bank and Trust Company has a Working Capital Commitment. Any prepayment made pursuant to this Section 2.05(b)(v2.06(b)(i) unless, shall be applied among the Working Capital Lenders so as to make the Working Capital Advances outstanding after giving effect to such prepayment ratable with the prepayment Commitments of the Revolving Credit Loans and Swing Line Loans, Working Capital Lenders after giving effect to the Total Revolving Credit Outstandings exceed related reductions in the Aggregate Revolving Credit Working Capital Commitments at such timepursuant to Section 2.05(b)(ii).
(viii) Except as otherwise provided in Section 2.17The Borrower shall, prepayments on each Business Day, prepay an aggregate principal amount of the Revolving Working Capital Advances comprising part of the same Borrowings and the Letter of Credit Advances equal to the amount by which (A) the sum of the aggregate principal amount of (x) the Working Capital Advances and (y) the Letter of Credit Advances then outstanding less the aggregate Available Amount of all Letters of Credit then outstanding plus the maximum amount available to be drawn (assuming compliance at such time with all conditions to drawing) under all letters of credit issued for the benefit of the Administrative Agent under the Captain D's Financing and the Commissary Financing exceeds (B) the Working Capital Facility on such Business Day. Prepayments of the Working Capital Facility made pursuant to this Section 2.05(b), clause (ii) shall be first, shall be applied ratably to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, then outstanding until such Advances are paid in full, and second, applied to prepay Working Capital Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full.
(iii) The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit in the L/C Borrowings and Cash Collateral Account an amount sufficient to cause the Swing Line Loans, second, shall be applied ratably aggregate amount on deposit in such Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize exceeds the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral Facility on such Business Day.
(iv) All prepayments under this subsection (b) shall be applied (without any further action by or notice made together with accrued interest to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse date of such prepayment on the L/C Issuer or the Revolving Credit Lenders, as applicableprincipal amount prepaid.
Appears in 1 contract
Sources: Credit Agreement (Shoneys Inc)
Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year of the Borrower covered by such financial statements (commencing with the fiscal year of the Borrower ending December 31, 2016) minus (B) the sum of (1) the amount of any voluntary prepayments of Term Loans made pursuant to Section 2.05(a) during such fiscal year other than prepayments made with the Net Cash Proceeds from the incurrence of Credit Agreement Refinancing Indebtedness, (2) solely to the extent the amount of the Revolving Credit Commitments are permanently reduced pursuant to Section 2.06 in connection therewith (and solely to the extent of the amount of such reduction), the amount of any voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) during such fiscal year and (3) for the fiscal year of the Borrower ending December 31, 2016, Foreign Excess Cash Flow, if positive; provided that such percentage shall be reduced to 25% if the Total Leverage Ratio as of the last day of the applicable fiscal year was less than 4.00:1.00; and provided, further, that no mandatory prepayment under this Section 2.05(b)(i) shall be required if the Total Leverage Ratio as of the last day of the applicable fiscal year was less than 3.25:1.00.
(ii) (A) If (x) the Company Borrower or any of its Subsidiaries Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(f▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (o), (q) in excess of $500,000 (except as set forth in the aggregate during the term of this Agreementproviso thereof)) or (y) any Casualty Event occurs, which results in the realization or receipt by the Borrower or such Person Restricted Subsidiary of Net Cash Proceeds, the Borrowers Borrower shall prepay cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iv) and (vii) below).
(ii) Upon the incurrence or issuance by the Company or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly afterreceived; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) if, and in no event later than five Business Days afteron or prior to such date, receipt thereof by the Company Borrower shall have given written notice to the Administrative Agent of its intention to reinvest or such Subsidiary (such prepayments cause to be applied as set forth in clauses (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess reinvested all or a portion of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom promptly afterin accordance with Section 2.05(b)(ii)(B) (which election may only be made if no Event of Default has occurred and is then continuing); provided further that if at the time that any such prepayment would be required, and in no event later than five Business Days after, receipt the Borrower is required to offer to repurchase Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof by that is secured on a pari passu basis with the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (ivObligations) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions terms of this Section 2.05(bthe documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) shall required to be appliedoffered to be so repurchased, first“Other Applicable Indebtedness”), to then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal repayment installments amount of the Term Loans on a pro-rata basis and, second, and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Revolving Credit Facility in Other Applicable Indebtedness shall not exceed the manner set forth in clause (vi) amount of this Section 2.05(b). Subject such net proceeds required to Section 2.17be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such prepayments net proceeds shall be paid allocated to the Lenders Term Loans in accordance with their respective Applicable Percentages in respect the terms hereof) to the prepayment of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Term Loans and L/C Borrowings and/or Cash Collateralize to the L/C Obligations in an aggregate repurchase of Other Applicable Indebtedness, and the amount equal to such excess; provided, however, of prepayment of the Term Loans that the Borrowers shall not be would have otherwise been required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v2.05(b)(ii) unlessshall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the prepayment date of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(virejection) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to prepay the L/C Borrowings and Term Loans in accordance with the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableterms hereof.
Appears in 1 contract
Sources: Credit Agreement (Quintiles Transnational Holdings Inc.)
Mandatory. (i) If The Borrower shall, on the Company 90th day following the end of each Fiscal Year, (A) if the Total Debt/EBITDA Ratio is greater than or any of its Subsidiaries Disposes of any property permitted by Section 7.05(f) in excess of $500,000 in the aggregate during the term of this Agreementequal to 5.50:1.00, which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings outstanding under the Term Facilities in an amount equal to 100% the Excess Cash Flow Amount for such Fiscal Year and (B) if the Total Debt/EBITDA Ratio is less than 5.50:1.00, prepay an aggregate principal amount of the Working Capital Advances outstanding on such Net date in an amount equal to the Excess Cash Proceeds promptly afterFlow Amount for such Fiscal Year. Each prepayment made pursuant to clause (A) above shall be applied ratably to the Term Facilities in accordance with, and in no event later than five Business Days aftersubject to the terms of, receipt thereof by such Person clause (such prepayments iv) below and each prepayment made pursuant to clause (B) above shall be applied to the Working Capital Facility as set forth in clauses (iv) and clause (vii) below).
(A) The Borrower shall, on the date of receipt of the Net Cash Proceeds by any Loan Party or any of its Subsidiaries from (I) the sale, lease, transfer or other disposition of any assets of any Loan Party or any of its Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clause (i), (ii), (iii), (iv) Upon or (v) of Section 5.02(e) and other than the sale of assets pursuant to clause (vi) of Section 5.02(e) to the extent that the Net Cash Proceeds of such sale do not exceed, in the aggregate from the First Closing Date, $10,000,000), (II) the incurrence or issuance by the Company any Loan Party or any of its Subsidiaries of any Indebtedness Debt (other than Indebtedness expressly permitted to be Debt incurred or issued pursuant to Section 7.03clause (i), the Borrowers shall prepay an aggregate principal amount (ii) or (iii) of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (ivSection 5.02(b)) and (viIII) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company any Loan Party or any of its Subsidiaries, Subsidiaries and not otherwise included in clause (iI) or (iiII) of this Section 2.05(b)above, the Borrowers shall prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings equal to 100% the amount of all such Net Cash Proceeds received therefrom promptly afterProceeds. Each such prepayment shall be applied first ratably to the Term Facilities in accordance with, and in no event later than five Business Days aftersubject to the terms of, receipt thereof by clause (iv) below and second to the Company or such Subsidiary (such prepayments to be applied Working Capital Facility as set forth in clauses clause (vii) below.
(B) The Borrower shall, on the date of receipt of the Net Cash Proceeds by Parent from the sale or issuance by Parent of any capital stock or other ownership or profit interest, any securities convertible into or exchangeable for capital stock or other ownership or profit interest or any warrants, rights or options to acquire capital stock or other ownership or profit interest, in each case from the IPO, prepay an aggregate principal amount of the Working Capital Advances comprising part of the same Borrowings in an amount equal to sum of (I) the lesser of (x) $150,000,000 and (y) the sum of (1) $100,000,000 plus (2) to the extent such Net Cash Proceeds exceed $275,000,000 (such amount being the "Excess Amount") an amount equal to 50% of the Excess Amount plus (II) any Net Cash Proceeds not otherwise applied to prepay the Subordinated Notes as provided in Section 5.02(k). Each such prepayment shall be applied to the Working Capital Facility as set forth in clause (vii) below.
(C) The Borrower shall, on the date of receipt (or such later date as may be specified below) of the Net Cash Proceeds by Parent from the sale or issuance by Parent of any capital stock or other ownership or profit interest, any securities convertible into or exchangeable for capital stock or other ownership or profit interest or any warrants, rights or options to acquire capital stock or other ownership or profit interest, in each case as a result of an equity offering following the IPO, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to (1) if Total Debt/EBITDA Ratio at such time is greater than or equal to 4.00:1.00, 50% of the amount of such Net Cash Proceeds, (2) if Total Debt/EBITDA Ratio at such time is less than 4.00:1.00 but greater than or equal to 3.00:1.00, 50% of the amount by which such Net Cash Proceeds exceed the amount of such Net Cash Proceeds used by the Borrower and its Subsidiaries to make Investments in accordance with the provisions of Section 5.02(f) during the nine months immediately following such date, payable 30 days after the nine month anniversary of such date and (3) if the Total Debt/EBITDA Ratio at such time is less than 3.00:1.00, zero. Each such prepayment, if any, shall be applied first ratably to the Term Facilities in accordance with, and subject to the terms of, clause (iv) below and second to the Working Capital Facility as set forth in clause (vivii) below).
(iviii) Each prepayment of Loans pursuant Anything contained in this Section 2.06(b) to the foregoing provisions contrary notwithstanding, (A) if, following the occurrence of this Section 2.05(bany "Asset Sale" (as such term is defined in the Senior Subordinated Notes Indenture or the Senior Subordinated Discount Notes Indenture) by any Loan Party or any of its Subsidiaries, the Borrower is required to commit by a particular date (a "Commitment Date") to apply or cause its Subsidiaries to apply an amount equal to any of the "Net Proceeds" (as defined in the Senior Subordinated Notes Indenture or the Senior Subordinated Discount Notes Indenture, as the case may be) thereof in a particular manner, or to apply by a particular date (an "Application Date") an amount equal to any such "Net Proceeds" in a particular manner, in either case in order to excuse the Borrower from being required to make an "Asset Sale Offer" (as defined in the Senior Subordinated Notes Indenture or the Senior Subordinated Discount Notes Indenture, as the case may be) in connection with such "Asset Sale," and the Borrower shall have failed to so commit or to so apply an amount equal to such "Net Proceeds" at least 60 days before the Commitment Date or the Application Date, as the case may be, or (B) if the Borrower at any other time shall have failed to apply or commit or cause to be appliedapplied an amount equal to any such "Net Proceeds," and, firstwithin 60 days thereafter assuming no further application or commitment of an amount equal to such "Net Proceeds" the Borrower would otherwise be required to make an "Asset Sale Offer" in respect thereof, then in either such case the Borrower shall immediately apply or cause to be applied an amount equal to such "Net Proceeds" to the principal repayment installments payment of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility Advances in the manner set forth in clause (viSection 2.06(b)(ii) of this Section 2.05(b). Subject to Section 2.17, in such prepayments amounts as shall be paid to excuse the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilitiesBorrower from making any such "Asset Sale Offer".
(viv) If for any reason Prepayments of the Total Revolving Credit Outstandings at any time exceed Term Facilities pursuant to Section 2.06(b)(i), (ii) or (iii) shall be made ratably among such Facilities, to be applied to the Aggregate Revolving Credit Commitments at installments of each such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations Facility on a pro rata basis until such installments are paid in an aggregate amount equal to such excessfull; provided, however, that with respect to prepayments made prior to or on the Borrowers second anniversary of the First Closing Date, once prepayments in a principal amount of $25,000,000 or more in the aggregate since the First Closing Date shall have been applied to the AXELs Series A Facility and the AXELs Series B Facility then the Lenders under such Facilities, at each such Lender's option, may elect not to accept such prepayment, in which event the provisions of the next sentence shall apply. With respect to such prepayments made prior to or on the second anniversary of the First Closing Date, once the AXELs Series A Facility and the AXELs Series B Facility shall have been prepaid in a principal amount of $25,000,000 in the aggregate since the First Closing Date, then upon receipt by the Administrative Agent of such prepayment, the amount of the prepayment that is available to prepay such Facilities (subject to the proviso to the immediately preceding sentence) shall be required deposited in the Cash Collateral Account (the "First Prepayment Amount"), pending application of such amount on the First Prepayment Date and the Second Prepayment Date as set forth below and promptly after such receipt (the date of such receipt being the "Receipt Date"), the Administrative Agent shall give written notice to Cash Collateralize the L/C Obligations pursuant AXELs Series A Lenders and the AXELs Series B Lenders of the amount available to this Section 2.05(b)(v) unlessprepay the Advances and the date on which such prepayment shall be made (the "First Prepayment Date"), which date shall be 10 days after the Receipt Date. Any Lender declining such prepayment (a "First Declining Lender") shall give written notice to the Administrative Agent by 12:00 Noon (New York City time) on the Business Day immediately preceding the First Prepayment Date. On the First Prepayment Date, an amount equal to that portion of the Revolving First Prepayment Amount accepted by the AXELs Series A Lenders and the AXELs Series B Lenders other than the First Declining Lenders (such Lenders being the "First Accepting Lenders") to prepay Advances owing to such First Accepting Lenders shall be withdrawn from the Cash Collateral Account and applied to prepay Advances owing to such First Accepting Lenders on a pro rata basis and any amounts that would otherwise have been applied to prepay Advances owing to the First Declining Lenders (the "Second Prepayment Amount") shall instead be retained in the Cash Collateral Account and offered to the First Accepting Lenders to prepay Advances owing to such First Accepting Lenders. The Administrative Agent shall, on or prior to the First Prepayment Date, give written notice to the First Accepting Lenders of the Second Prepayment Amount that is available to prepay the Advances owing to such First Accepting Lenders and the date on which such prepayment shall be made (the "Second Prepayment Date"), which date shall be 10 days after the First Prepayment Date. Any First Accepting Lender declining such prepayment (a "Second Declining Lender") shall give written notice to the Administrative Agent by 12:00 Noon (New York City time) on the Business Day immediately preceding the Second Prepayment Date. On the Second Prepayment Date, an amount equal to the Second Prepayment Amount shall be withdrawn from the Cash Collateral Account and applied to prepay Advances owing to the First Accepting Lenders other than the Second Declining Lenders (such Lenders being the "Second Accepting Lenders") on a pro rata basis and any amounts that would otherwise have been applied to prepay Advances owing to Second Declining Lenders shall instead be applied first to prepay Advances owing to the Term Loan Lenders on a pro rata basis and to the installments thereof on a pro rata basis and second ratably to prepay the Working Capital Facility as set forth in clause (vii) below and, if the Term Loan Facility and Working Capital Facility shall have been paid in full and terminated, amounts that would have been otherwise applied to prepay Advances under such Facilities shall be applied instead to prepay Advances owing to the Second Accepting Lenders.
(v) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Working Capital Advances comprising part of the same Borrowings and the Letter of Credit Loans Advances equal to the amount by which (A) the sum of the aggregate principal amount of (x) the Working Capital Advances and Swing Line Loans, (y) the Total Revolving Letter of Credit Outstandings exceed Advances then outstanding plus the Aggregate Revolving aggregate Available Amount of all Letters of Credit Commitments at then outstanding exceeds (B) the Working Capital Facility on such timeBusiness Day.
(vi) Except as otherwise provided The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit in Section 2.17, prepayments the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in such Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day.
(vii) Prepayments of the Revolving Credit Working Capital Facility made pursuant to this Section 2.05(bclause (i), first(ii), (iii) or (iv) above shall be first applied ratably to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Working Capital Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full and third, other than with respect to amounts prepaid pursuant to Section 2.06(b)(i)(B) or Section 2.06(b)(ii)(B), deposited in the L/C Borrowings Cash Collateral Account to cash collateralize 100% of the Available Amount of the Letters of Credit then outstanding; and, in the case of prepayments of the Working Capital Facility required pursuant to clause (i), (ii), (iii) or (iv) above, the amount remaining (if any) after the prepayment in full of the Advances then outstanding and the Swing Line Loans100% cash collateralization of the aggregate Available Amount of Letters of Credit then outstanding (the sum of such prepayment amounts, secondcash collateralization amounts and remaining amount being referred to herein as the "Reduction Amount") may be retained by the Borrower and, other than with respect to amounts prepaid pursuant to Section 2.06(b)(i)(B) or Section 2.06(b)(ii)(B), the Working Capital Facility shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations permanently reduced as set forth in the Minimum Collateral AmountSection 2.05(b)(iv). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the for which funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse are on deposit in the L/C Issuer Cash Collateral Account, such funds shall be applied to reimburse the relevant Issuing Bank or the Revolving Credit Working Capital Lenders, as applicable.
(viii) Notwithstanding anything to the contrary contained in subsection (b)(ii) of this Section 2.06, so long as no Default shall have occurred and be continuing, if, on any date on which a prepayment of Advances would otherwise be required pursuant to subsection (b)(ii) of this Section 2.06, the aggregate amount of Net Cash Proceeds or other amounts otherwise required by such subsection to be applied to prepay Advances on such date are less than or equal to $1,000,000, the Borrower may defer such prepayment until the date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required by such subsection to be applied to prepay Advances exceeds $1,000,000. During such deferral period, the Borrower may apply all or any part of such aggregate amount to prepay Working Capital Advances and may, subject to the fulfillment of the conditions set forth in Section 3.02, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.
Appears in 1 contract
Sources: Credit Agreement (Amf Bowling Inc)
Mandatory. With respect to (i) If any Asset Disposition, (ii) any Equity Issuance, (iii) any Debt Issuance, (iv) any Extraordinary Receipt, (v) any Tax Refunds, (vi) any Cash on Hand in excess of $5,000,000 or (vii) any Excess Cash Flow, the Company Borrower shall, (w) within fifteen (15) days after receipt by the Borrower or any of its Subsidiaries Disposes of the Net Cash Proceeds from such Asset Disposition, Extraordinary Receipt or Tax Refunds, as the case may be, or, (x) with respect to an Equity Issuance or any property permitted Debt Issuance, within two (2) Business Days of receipt by Section 7.05(fthe Borrower of the Net Cash Proceeds therefrom, or (y) with respect to Cash on Hand, on the first Business Day following the delivery of a Cash on Hand certificate showing Cash on Hand in excess of $500,000 5,000,000, or (z) with respect to any Excess Cash Flow, within one (1) Business Day of the delivery of an Excess Cash Flow Certificate (but not later than the 45th day after June 30 of each year and the 90th day after December 31 of each year), in any case prepay or repay, as the aggregate during the term of this Agreement, which results in the realization by such Person of Net Cash Proceedscase may be (without premium or penalty), the Borrowers shall prepay then outstanding Advances in an aggregate principal amount of Loans equal to 100% of (w) such Net Cash Proceeds promptly afterresulting from such Asset Disposition, Extraordinary Receipt, Equity Issuance, Debt Issuance, and (x) such Tax Refunds, Cash on Hand in no excess of $5,000,000, or Excess Cash Flow; provided, however, that in the event later the Net Cash Proceeds from any Asset Disposition are less than five Business Days after$1,000,000, receipt thereof by such Person (such prepayments the provisions of this Section 2.06(b) shall not be applicable thereto. Each prepayment or repayment, as the case may be, made pursuant to this Section 2.06(b) shall be subject to the provisions of Section 8.04(c) and shall be applied as set forth in clauses clause (iv) and (viic) below).
(ii) Upon the incurrence or issuance by the Company or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Applied Graphics Technologies Inc)
Mandatory. The Borrower shall:
(i) If on the Company or any of its Subsidiaries Disposes issuance date of any property permitted by Section 7.05(f) in excess of $500,000 in Permanent Financing, prepay the aggregate during outstanding principal amount of the term Advances on such date, together with all accrued and unpaid interest on such principal amount and all fees, expenses and other amounts owing hereunder and under the other Loan Documents;
(ii) within 30 days from the date of this Agreementreceipt by the Borrower of any Net Cash Proceeds from the sale, lease, transfer or other disposition of any assets of the Borrower (excluding sales of obsolete and worn out equipment, sales of electricity and any other ordinary course of business sales permitted in Section 6.02(e) and sales of any assets, replacements for which results in the realization by are intended to be purchased with such Person of Net Cash Proceeds), the Borrowers shall prepay an aggregate principal amount of Loans the outstanding Advances together with the accrued and unpaid interest thereon equal to 100% of such the Net Cash Proceeds promptly afterfrom such sale, and in no event later than five Business Days afterlease, receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iv) and (vii) below).transfer or other disposition;
(iiiii) Upon within 30 days from the incurrence or issuance date of receipt by the Company or any of its Subsidiaries Borrower of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03)Net Cash Proceeds from any Extraordinary Receipt, the Borrowers shall prepay an aggregate principal amount of Loans the outstanding Advances together with the accrued and unpaid interest thereon equal to 100% of all the Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or from such Subsidiary (such prepayments to be applied as set forth in clauses Extraordinary Receipt; and
(iv) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for on each fiscal year received by or paid to or for the account of the Company or any of its SubsidiariesExcess Cash Flow Payment Date, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans the outstanding Advances together with all accrued and unpaid interest thereon equal to 100% of all Net the Available Excess Cash Proceeds Flow. Prepayments received therefrom promptly afterpursuant to clauses (ii), (iii) and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be first applied ratably to reduce the L/C Borrowings Tranche B Advances outstanding until all such Tranche B Advances are reduced to zero, and the Swing Line Loans, second, shall be applied then ratably to the outstanding Revolving Credit LoansTranche A Advances outstanding, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableif any.
Appears in 1 contract
Mandatory. (i) If The Company shall, on the 90th day following the end of each Fiscal Year, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to (A) to the extent that the Total Leverage Ratio exceeds 4.00:1.00, 75% and (B) to the extent that the Total Leverage Ratio is less than 4.00:1.00 but is greater than 3.00:1.00, 50% of the amount, in the case of any payments made in any year after 1999, of Excess Cash Flow for such Fiscal Year and, in the case of any payment made in 1999, of Excess Cash Flow for the period from April 13, 1998 through the end of the Fiscal Year ending December 31, 1998. Each such prepayment shall be applied as set forth in clause (vii) below.
(A) The Company shall, on the date that is 270 days after the date of receipt of the Net Cash Proceeds by the Company or any of its Subsidiaries Disposes from the sale, lease, transfer or other disposition of any property permitted by assets of the Company or any of its Subsidiaries (other than (x) any sale, lease, transfer or other disposition of assets pursuant to any clause of Section 7.05(f5.02(e) in excess of $500,000 in the other than clause (iii) thereof or (y) an aggregate during the term of this Agreement, which results in the realization by such Person amount of Net Cash ProceedsProceeds less than $2,500,000 in any Fiscal Year of the Company), the Borrowers shall prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings in an amount equal to 100% that portion of such Net Cash Proceeds promptly after, that has not been reinvested in the business of the Company and in no event later than five Business Days after, receipt thereof by its Subsidiaries prior to such Person (270th day. Each such prepayments to prepayment shall be applied as set forth in clauses (iv) and clause (vii) below).
(iiB) Upon The Company shall, on the date of receipt of the Net Cash Proceeds by the Company or any of its Subsidiaries from the sale, lease, transfer or other disposition of any assets of the Company or any of its Subsidiaries pursuant to Section 5.02(e)(viii), prepay an aggregate principal amount of Advances comprising part of the same Borrowings in an amount equal to such Net Cash Proceeds. Each such prepayment shall be applied as set forth in clause (vii) below.
(C) The Company shall, on the date of receipt of the Net Cash Proceeds by the Company or any of its Subsidiaries (x) from the sale or issuance of Subordinated Debt or (y) the receipt of any capital contribution from WHX Corporation or any of its Subsidiaries or from the sale or issuance of any equity securities permitted by Section 5.02(g)(iii), prepay an aggregate principal amount of Advances comprising part of the same Borrowings in an amount equal to such Net Cash Proceeds. Each such prepayment shall be applied as set forth in clause (vii) below.
(iii) The Company shall, on the date of receipt of the Net Cash Proceeds by the Company or any of its Subsidiaries from the incurrence or issuance by the Company or any of its Subsidiaries of any Indebtedness Debt (other than Indebtedness expressly permitted to be Debt incurred or issued pursuant to Section 7.035.02(b)), the Borrowers shall prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings in an amount equal to 100% the amount of all such Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or Proceeds. Each such Subsidiary (such prepayments to prepayment shall be applied as set forth in clauses clause (vii) below.
(iv) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for The Company shall, on each fiscal year received by or paid to or for the account of the Company or any of its SubsidiariesBusiness Day, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances in an amount equal to 100% the amount by which (A) the sum of the aggregate principal amount of (x) the Revolving Credit Advances, (y) the Letter of Credit Advances and (z) the Swing Line Advances then outstanding plus the aggregate Available Amount of all Net Letters of Credit then outstanding exceeds (B) the lesser of the Revolving Credit Facility and the excess of (1) the sum of the Loan Values of the Eligible Collateral over (2) the amount referred to in clause (v)(A) below on such Business Day.
(v) The Foreign Borrowers shall, on each Business Day, prepay an aggregate principal amount of the Multicurrency Advances comprising part of the same Borrowings equal to the amount by which (A) the sum of (x) the aggregate principal amount of the Multicurrency Advances and (y) the aggregate Face Amount of Bankers' Acceptances then outstanding exceeds (B) the lesser of the Multicurrency Facility and the excess of (1) the sum of the Loan Values of the Eligible Collateral over (2) the amount referred to in clause (iv)(A) above on such Business Day.
(vi) The Company shall, on each Business Day, pay to the Administrative Agent for deposit in the L/C Cash Proceeds received therefrom promptly afterCollateral Account an amount sufficient to cause the aggregate amount on deposit in such L/C Cash Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day.
(vii) (A) Prepayments made pursuant to clauses (i), (ii)(A), (ii)(B) and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to iii) above shall be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant follows: first, ratably to the foregoing provisions of this Section 2.05(b) shall be appliedTerm A Facility, firstthe Term B Facility and, on and after the Conversion Date, the Delayed Draw Facility, in each case ratably to the principal repayment installments of the Term Loans on a pro-rata basis andthereof, and second, to the extent that no Term A Advances, Term B Advances or, after the Conversion Date, Delayed Draw Advances remain outstanding, permanently to reduce the Revolving Credit Facility in and, prior to the manner Conversion Date, the Delayed Draw Facility as set forth in clause (viviii) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
or (vix) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lendersbelow, as applicable.
Appears in 1 contract
Sources: Credit Agreement (WHX Corp)
Mandatory. (i) If On and prior to the Company later of the date on which the aggregate amount of the "Commitments" under the ACE INA 364-Day Revolving Credit Facility is reduced to $1,400,000,000 and the date on which the aggregate amount of Commitments is reduced to $500,000,000, the Parent shall, on the date of receipt of the Net Cash Proceeds by the Parent or any of its Subsidiaries Disposes (other than ACE INA and its Subsidiaries) from (A) the sale, lease, transfer or other disposition of any property permitted assets of the Parent or any of such Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clause (i), (ii), (iii) or (v) of Section 5.02(d)), (B) the incurrence or issuance by Section 7.05(f) in excess the Parent or any of $500,000 in the aggregate during the term such Subsidiaries of any Debt for borrowed money (other than under this Agreement) and (C) the sale or issuance by the Parent or any of such Subsidiaries of any Equity Interests (including Preferred Securities) to Persons that are not Affiliates of the Loan Parties, which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans the Committed Advances comprising part of the same Committed Borrowings in an amount equal to 100% of the amount of such Net Cash Proceeds; provided that no prepayment shall be required to the extent of the first $25,000,000 of Net Cash Proceeds promptly aftergenerated by any of the events described under (A), and in (B) or (C) of this Section 2.06, provided that no event later more than five Business Days after, receipt thereof by an aggregate amount of Net Cash Proceeds equal to $75,000,000 shall be excluded from the requirements of this Section 2.06(b)(i); provided further that any portion of such Person (such prepayments to prepayment that would be applied as set forth in clauses (iv) to any Eurodollar Rate Advance and (vii) below)would be made on a date other than the last day of an Interest Period for such Committed Advance shall be so paid and applied, at the option of the Parent, within two weeks upon receipt.
(ii) Upon the incurrence or issuance by the Company or any of its Subsidiaries of any Indebtedness All prepayments under this subsection (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (ivb) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, Eurodollar Rate Advances shall be applied ratably made together with accrued interest to the L/C Borrowings and date of such prepayment on the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableprincipal amount prepaid.
Appears in 1 contract
Sources: Credit Agreement (Ace LTD)
Mandatory. (i) If the Company or any of its Restricted Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(f7.05(a) in excess of $500,000 in the aggregate during the term of this Agreement, through (d)) which results in the realization by such Person of Net Cash ProceedsProceeds (other than from the Company or a Restricted Subsidiary in a transaction permitted hereby), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iv) and (viivi) below); provided that (A) no prepayment shall be required to be made (x) for any Disposition where such Disposition (when combined with all other Dispositions in a series of related Dispositions) is under $5,000,000 and (y) with the first $20,000,000 of Net Cash Proceeds from Dispositions (including Dispositions of less than $5,000,000) (less any exclusion of prepayments from Net Cash Proceeds of Extraordinary Receipts resulting from the application of proviso (A) to clause (iii) below) in any fiscal year of the Company and (B) with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets or assets useful in the business of the Company and its Restricted Subsidiaries, including Permitted Acquisitions, so long as within 365 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent), it being understood that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i) (giving effect to the preceding proviso (A)).
(ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company or such Restricted Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Restricted Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company or such Restricted Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below); provided that (A) no prepayment shall be required to be made (x) if the Extraordinary Receipts from such occurrence or series of occurrences are less than $5,000,000 and (y) with the first $20,000,000 of Net Cash Proceeds from Extraordinary Receipts (including Extraordinary Receipts of less than $5,000,000) (less any exclusion of prepayments from Net Cash Proceeds of Dispositions resulting from the application of proviso (A) to clause (i) above) in any fiscal year of the Company and (B) with respect to any proceeds of insurance or condemnation awards (or payments in lieu thereof), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of receipt of such insurance proceeds or condemnation awards), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may apply within 365 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or other assets useful in the business of the Company and its Restricted Subsidiaries, including Permitted Acquisitions, it being understood that any Net Cash Proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iii) (giving effect to the preceding proviso (A)).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, ratably to each of the Term Facilities (including, to the extent provided in the definitive loan documentation therefor in accordance with Section 2.16(a)(v)(A), of any Incremental Term Loans) and to the principal repayment installments thereof in direct order of maturity to the next four principal repayment installments of the applicable Term Loans Facility (and, to the extent provided in the definitive loan documentation therefor in accordance with Section 2.16(a)(v)(A), of any Incremental Term Loans) and, thereafter, to the remaining principal repayment installments (including any installment on the Maturity Date) of the applicable Term Facility (and, to the extent provided in the definitive loan documentation therefor in accordance with Section 2.16(a)(v)(A), of any Incremental Term Loans) on a pro-pro rata basis and, second, to the Revolving Credit Facility (without permanent reduction of the Revolving Credit Commitments) in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments Facility at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b2.05(b)(iv) or (v), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to Section 2.05(b)(iv), any amount remaining after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Minimum Collateral AmountBorrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers Company or any other Loan Party or any Defaulting Lender that has provided Cash CollateralParty) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(vii) Notwithstanding anything to the contrary contained in Section 2.05(b)(i) or (iii), to the extent attributable to a Disposition by a Restricted Subsidiary or an Extraordinary Receipt received by a Restricted Subsidiary, that is, in either case, a Foreign Subsidiary and in any such case a Restricted Payment or other distribution to the applicable Borrower or the Company is required (notwithstanding the Loan Parties’ commercially reasonable efforts to make such mandatory prepayment without making such Restricted Payment or other payment) in connection with such prepayment (or portion thereof), no prepayment (or a portion thereof) required under Section 2.05(b)(i) or (iii) shall be made if either of the Company or any Restricted Subsidiary determines in good faith that it would incur a liability in respect of Taxes (including any withholding tax) in connection with making such Restricted Payment or other distribution which the Company, in its reasonable judgment, deems to be material (after giving effect to distributions or payments to Foreign Designated Borrowers). Notwithstanding anything in the preceding sentence to the contrary, in the event the limitations or restrictions described therein cease to apply to any such required prepayment, the Borrowers shall make such prepayment in an amount equal to the lesser of (1) the amount of such prepayment previously required to have been made without having given effect to such limitations or restrictions and (2) the amount of cash and Cash Equivalents on hand at such time, in each case, less the amount by which the Net Cash Proceeds from the applicable Disposition or Extraordinary Receipt were previously used for the permanent repayment of Indebtedness (including any reductions in commitments related thereto).
(viii) In the event that any prepayment pursuant to Section 2.05(b) would require that the Borrowers pay compensation under Section 3.05, the Borrowers may defer such payment until such date as no such compensation would be required provided it shall not be deferred by more than 30 days.
Appears in 1 contract
Mandatory. (i) If the Company any Loan Party or any of its Subsidiaries Disposes of any property that is permitted by Section 7.05(f7.05(e) or that is not permitted by Section 7.05, which, in excess of $500,000 in the aggregate during the term of this Agreementeither case, which results in the realization by such Person of Net Cash Proceeds, the Borrowers Borrower shall prepay prepay, or cause to be prepaid, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly afterProceeds, and in no event later than five Business Days after, immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses clause (iv) and (viivi) below).
(ii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests (other than any sales or issuances of Equity Interests to another Loan Party), the Borrower shall prepay, or cause to be prepaid, an aggregate principal amount of Loans equal to 35% of all Net Cash Proceeds received therefrom, immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below).
(iii) Upon the incurrence or issuance by the Company any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), the Borrowers Borrower shall prepay prepay, or cause to be prepaid, an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly aftertherefrom, and in no event later than five Business Days after, immediately upon receipt thereof by the Company such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and clause (vi) below).
(iiiiv) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company any Loan Party or any of its Subsidiaries, and not otherwise included in clause (i), (ii), (iii) or (iiv) of this Section 2.05(b2.03(b), the Borrowers Borrower shall prepay prepay, or cause to be prepaid, an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly aftertherefrom, and in no event later than five Business Days after, immediately upon receipt thereof by the Company such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses clause (ivvi) below); provided, however, that, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such Extraordinary Receipt), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may, within 90 days after the receipt of such Net Cash Proceeds, use such cash proceeds to replace or repair the assets in respect of which the Extraordinary Receipts were received or reinvest such cash proceeds in other capital assets used or useful in the business of the Borrower and its Subsidiaries; and provided, further, however, that any Net Cash Proceeds not so applied shall be immediately applied after the expiration of such 90-day period to the prepayment of the Loans as set forth in this Section 2.03(b)(iv);
(v) Upon release to any Loan Party or any Subsidiary thereof of any cash or cash equivalents that previously secured any Cash Secured Letters of Credit, the Borrower shall prepay, or cause to be prepaid, an aggregate principal amount of Loans equal to 100% of such cash or cash equivalents, immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below).
(ivvi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b2.03(b) shall be applied, first, applied to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) inverse order of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilitiesmaturity.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Advanced Emissions Solutions, Inc.)
Mandatory. (i) If the Company (x) any Debt for Borrowed Money shall be issued or incurred by Borrower or any of its Subsidiaries Disposes of any property permitted by Subsidiary under Section 7.05(f5.02(c)(iii)(B), (xx), or (xxii) (y) Borrower consummates an Equity Issuance, in excess of $500,000 in the aggregate during the term of this Agreementeach case, which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence in accordance with clause (v) below; provided that any such Net Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments to shall first be applied to the repayment of Borrower’s “Obligations” under (and as set forth in clauses (ivdefined in) and (viithe Senior Secured Credit Agreement to the extent required by Section 2.10(b) below)thereof or at the election of Borrower pursuant to Section 2.10(a) thereof.
(ii) Upon the incurrence or issuance by the Company or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below)[Intentionally Omitted.]
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for On each fiscal year received by or paid to or for the account of the Company or any of its Subsidiariesoccasion that a Prepayment Event occurs, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than within five Business Days afterafter the occurrence of such Prepayment Event (or, receipt thereof by in the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment case of Loans pursuant to Deferred Net Cash Proceeds, within five Business Days after the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments last day of the Term Loans on a pro-rata basis andReinvestment Period relating to such Prepayment Event), secondmake prepayments, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
clause (v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations below in an aggregate amount equal to 100% of the Net Cash Proceeds from such excessPrepayment Event; providedprovided that (x) up to 50% of the Net Cash Proceeds that constitute Special Proceeds may be applied to Junior Capital that is being repurchased, however, that the Borrowers redeemed or repaid pursuant to Section 5.02(g)(viii) or (j)(i)(w); and (y) no prepayment shall not be required as a result of any Asset Sale Prepayment Event and Casualty Event until the aggregate amount of Net Cash Proceeds from all Asset Sale Prepayment Events and Casualty Events following the Closing Date that have not previously been applied to prepay Advances in accordance with this Section 2.10 exceeds $25,000,000 with respect to such Asset Sale Prepayment Events and Casualty Events; provided further that any Net Cash Collateralize Proceeds from such Prepayment Event shall first be applied to the L/C repayment of Borrower’s Obligations under and as defined in the Senior Secured Credit Agreement to the extent required by Section 2.10(b) thereof or at the election of the Borrower pursuant to Section 2.10(a) thereof.
(iv) Upon the occurrence of a Change in Control, if any Lender notifies the Agent of the exercise of such Lender’s right to require prepayment of its Advances (in whole or in part as specified in a written notice from such Lender to Borrower but in the case of any partial prepayment, in minimum increments of $500,000) pursuant to this subclause (iv) during the 20-day period commencing on the date Borrower provides notice of such Change in Control, such notice to be within five (5) Business Days of the occurrence of a Change in Control, the Borrower shall prepay the Advances of such Lender subject to such election within three Business Days following the last day of such 20-day period.
(v) The application of any prepayment pursuant to this Section 2.05(b)(v2.10(b) unlessshall be made, after the first, to Base Rate Advances and, second, to Eurodollar Rate Advances. Each prepayment of the Revolving Credit Loans Advances under this Section 2.10(b) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Notwithstanding the foregoing, to the extent that (x) a mandatory prepayment of the type described in Section 2.10(b)(iii) would be required to be made with Net Cash Proceeds received by For- eign Subsidiaries of Borrower, (y) Borrower or any Guarantor requires a dividend or distribution of such Net Cash Proceeds from such Foreign Subsidiaries in order to make such prepayment and Swing Line Loans(z) such dividend or distribution would result in material adverse tax consequence to Borrower, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at then no such timeprepayment shall be required to until such time as either such dividend or distribution is no longer required to make such prepayment or such dividend or distribution would no longer have a material adverse tax consequence to Borrower.
(vi) Except as otherwise provided in Section 2.17, prepayments The Agent shall give prompt notice of the Revolving Credit Facility made pursuant to any prepayment required under this Section 2.05(b), first, shall be applied ratably 2.10(b) to the L/C Borrowings Borrower and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Senior Unsecured Interim Loan Agreement (Tribune Co)
Mandatory. (i) If the Company Borrower or any of its Subsidiaries Disposes of any property in a transaction permitted by under Section 7.05(f) and realizes Net Cash Proceeds in excess of $500,000 10,000,000 in the aggregate during the term of this Agreement, which results in the realization by such Person of Net Cash Proceedsany fiscal year, the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly after, and in no event later than within five Business Days after, of receipt thereof by such Person (such prepayments to be applied as set forth in clauses (ivv) and (vii) below); provided, however, that with respect to any proceeds from the sale of the Rainbow Casino (whether constituting the assets thereof or the capital stock of the Person that operates the casino), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such asset sale), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 360 days after the receipt of such cash proceeds to invest in assets useful to the conduct of the business of the Borrower and its Subsidiaries; and provided, further however, that for the purposes of this Section, the amount of any Net Cash Proceeds received in any such Disposition shall be calculated as the sum of the portion of such Subsidiary owned, directly or indirectly, by the Borrower multiplied by the total amount of such Net Cash Proceeds received in such transaction.
(ii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests (other than any sales or issuances of Equity Interests to another Loan Party, to a wholly-owned Subsidiary of a Loan Party or to any director, officer, employee, consultant or advisor of the Borrower or any Subsidiary thereof), the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below).
(iiiii) Upon the incurrence or issuance by the Company Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (ivv) and (vivii) below).
(iiiiv) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company Borrower or any of its Subsidiaries, and not otherwise included in clause (i), (ii) or (iiiii) of this Section 2.05(b), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (ivv) and (vivii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv); and provided, further, however, that for the purposes of this Section, the amount of any Extraordinary Receipt received by or paid to or for the account of any non-wholly-owned Subsidiary of the Borrower shall be calculated as the sum of the portion of such Subsidiary owned, directly or indirectly, by the Borrower multiplied by the total amount of such Extraordinary Receipt.
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Facility and to the principal repayment installments of the Term Loans thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vivii) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(vvi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments Facility at such time, the Borrowers Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vivii) Except as otherwise provided in Section 2.17, prepayments Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, but only to the extent an Event of Default shall have occurred and be continuing, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii) or (iv) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and, if so required, the Cash Collateralization of the remaining L/C Obligations in full (the Minimum Collateral sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business and for other purposes not prohibited hereby. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers Borrower or any other Loan Party or any Defaulting Lender that has provided Cash CollateralParty) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If The Borrower shall, on the Company 90th day following the --------- end of each Fiscal Year, (A) if the Total Debt/EBITDA Ratio is greater than or any of its Subsidiaries Disposes of any property permitted by Section 7.05(f) in excess of $500,000 in the aggregate during the term of this Agreementequal to 5.50:1.00, which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings outstanding under the Term Facilities in an amount equal to 100% the Excess Cash Flow Amount for such Fiscal Year and (B) if the Total Debt/EBITDA Ratio is less than 5.50:1.00, prepay an aggregate principal amount of the Working Capital Advances outstanding on such Net date in an amount equal to the Excess Cash Proceeds promptly afterFlow Amount for such Fiscal Year. Each prepayment made pursuant to clause (A) above shall be applied ratably to the Term Facilities in accordance with, and in no event later than five Business Days aftersubject to the terms of, receipt thereof by such Person clause (such prepayments iv) below and each prepayment made pursuant to clause (B) above shall be applied to the Working Capital Facility as set forth in clauses (iv) and clause (vii) below).
(A) The Borrower shall, on the date of receipt of the Net Cash Proceeds by any Loan Party or any of its Subsidiaries from (I) the sale, lease, transfer or other disposition of any assets of any Loan Party or any of its Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clause (i), (ii), (iii), (iv) Upon or (v) of Section 5.02(e) and other than the sale of assets pursuant to clause (vi) of Section 5.02(e) to the extent that the Net Cash Proceeds of such sale do not exceed, in the aggregate from the First Closing Date, $10,000,000), (II) the incurrence or issuance by the Company any Loan Party or any of its Subsidiaries of any Indebtedness Debt (other than Indebtedness expressly permitted to be Debt incurred or issued pursuant to Section 7.03clause (i), the Borrowers shall prepay an aggregate principal amount (ii) or (iii) of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (ivSection 5.02(b)) and (viIII) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company any Loan Party or any of its Subsidiaries, Subsidiaries and not otherwise included in clause (iI) or (iiII) of this Section 2.05(b)above, the Borrowers shall prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings equal to 100% the amount of all such Net Cash Proceeds received therefrom promptly afterProceeds. Each such prepayment shall be applied first ratably to the Term Facilities in accordance ----- with, and in no event later than five Business Days aftersubject to the terms of, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses clause (iv) below and (vi) below).
(iv) Each prepayment of Loans pursuant second to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Working ------ Capital Facility in the manner as set forth in clause (vivii) below.
(B) The Borrower shall, on the date of this receipt of the Net Cash Proceeds by Parent from the sale or issuance by Parent of any capital stock or other ownership or profit interest, any securities convertible into or exchangeable for capital stock or other ownership or profit interest or any warrants, rights or options to acquire capital stock or other ownership or profit interest, in each case from the IPO, prepay an aggregate principal amount of the Working Capital Advances comprising part of the same Borrowings in an amount equal to sum of (I) the lesser of (x) $150,000,000 and (y) the sum of (1) $100,000,000 plus (2) to the extent such Net Cash Proceeds exceed $275,000,000 (such amount being the "Excess Amount") an amount equal to 50% of the Excess Amount plus (II) ------------- ---- any Net Cash Proceeds not otherwise applied to prepay the Subordinated Notes as provided in Section 2.05(b5.02(k). Subject to Section 2.17, Each such prepayments prepayment shall be paid applied to the Lenders Working Capital Facility as set forth in clause (vii) below.
(C) The Borrower shall, on the date of receipt (or such later date as may be specified below) by Parent of Net Cash Proceeds (other than Net Cash Proceeds that constitute Parent Offering Proceeds) from the sale or issuance by Parent of any capital stock or other ownership or profit interest, any securities convertible into or exchangeable for capital stock or other ownership or profit interest or any warrants, rights or options to acquire capital stock or other ownership or profit interest, in each case as a result of an equity offering following the IPO, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to (1) if Total Debt/EBITDA Ratio at such time is greater than or equal to 4.00:1.00, 50% of the amount of such Net Cash Proceeds, (2) if Total Debt/EBITDA Ratio at such time is less than 4.00:1.00 but greater than or equal to 3.00:1.00, 50% of the amount by which such Net Cash Proceeds exceed the amount of such Net Cash Proceeds used by the Borrower and its Subsidiaries to make Investments in accordance with their respective Applicable Percentages in respect the provisions of Section 5.02(f) during the relevant Facilities.
nine months immediately following such date, payable 30 days after the nine month anniversary of such date and (v3) If for any reason if the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments Debt/EBITDA Ratio at such timetime is less than 3.00:1.00, the Borrowers shall immediately prepay Revolving Credit Loanszero. Each such prepayment, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), firstif any, shall be applied first ----- ratably to the L/C Term Facilities in accordance with, and subject to the terms of, clause (iv) below and second to the Working Capital Facility as set forth in ------ clause (vii) below.
(1) The Borrower shall, on the date of receipt by Parent of Parent Offering Proceeds, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings and in an amount equal to the Swing Line Loans, second, Initial Pre- Funded Equity Contribution. Each such prepayment shall be applied ratably to the outstanding Revolving Credit LoansWorking Capital Facility as set forth in clause (vii) below.
(2) The Borrower shall, and, third, shall be used to Cash Collateralize on the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing date of receipt by Holdings of any Letter cash capital contribution that is designated by the Borrower as a "Pre-Funded Equity Contribution", a "Sub Note Prepayment Contribution" or a "Cure Contribution" in accordance with this Agreement, prepay an aggregate principal amount of Credit that has been Cash Collateralized, the funds held as Cash Collateral Advances comprising part of the same Borrowings in an amount equal to the amount of such capital contribution. Each such prepayment shall be applied to the Working Capital Facility as set forth in clause (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateralvii) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicablebelow.
Appears in 1 contract
Mandatory. (i) If the Company or any Loan Party Disposes of its Subsidiaries Disposes any property (other than any Disposition of any property permitted by Section 7.05(f7.05(a), (b), (c), (d) in excess of $500,000 in the aggregate during the term of this Agreement, or (e)) which results in the realization by such Person of Net Cash Proceeds, the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (ivvi) and (viiix) below).
(ii) Upon the sale or issuance by any Loan Party of any of its Equity Interests (other than any sales or issuances of Equity Interests to another Loan Party), Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party (such prepayments to be applied as set forth in clauses (vi) and (ix) below).
(iii) Upon the incurrence or issuance by the Company or any of its Subsidiaries Loan Party of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company or such Subsidiary Loan Party (such prepayments to be applied as set forth in clauses (ivvi) and (viix) below).
(iiiiv) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, Loan Party and not otherwise included in clause (iii), (iii) or (iiiv) of this Section 2.05(b), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company or such Subsidiary Loan Party (such prepayments to be applied as set forth in clauses (ivvi) and (viix) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, so long as no Default shall have occurred and be continuing, such Loan Party may apply within 180 days after the Borrowers receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall not be required immediately applied to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided set forth in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b2.05(b)(iv), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (MV Oil Trust)
Mandatory. (i) If The Company shall, on the Company or any of its Subsidiaries Disposes of any property permitted by Section 7.05(f) in excess of $500,000 in the aggregate during the term of this AgreementInitial Maturity Date, which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate amount of the Loans equal to the excess, if any, of (A) the aggregate principal amount of the Loans equal to 100% of then outstanding over (B) $2,625,000,000, such Net Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments amount to be applied as set forth in clauses (iv) and (vii) below)ratably to the outstanding principal amount of the Loans then owing to the Lenders.
(ii) Upon The Company shall, within five Business Days following the incurrence or issuance receipt by the Company or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted Net Cash Proceeds from the issuance or incurrence of any Permanent Securities, prepay the Loans in an amount equal to such Net Cash Proceeds, such amount to be incurred or issued pursuant applied ratably to Section 7.03), the Borrowers shall prepay an aggregate outstanding principal amount of the Loans equal then owing to 100% the Lenders; provided that, notwithstanding the foregoing, if the Company shall have prepaid the Loans by at least $1,500,000,000 in the aggregate prior to the first issuance of all Net Cash Proceeds received therefrom promptly afterPermanent Securities after the Closing Date, and in no event later than then the Company shall, within five Business Days after, following the receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) Subsidiaries of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly afterfrom the issuance or incurrence of any Permanent Securities (such Net Cash Proceeds, and in no event later than five Business Days after““Securities Proceeds”“), receipt thereof by prepay the Company or such Subsidiary Loans as follows (all such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used principal amount of the Loans then owing to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing Lenders):
(A) 100% of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral Securities Proceeds shall be applied to prepay the Loans, up to an aggregate amount of $1,500,000,000 of prepayments from all Securities Proceeds pursuant to this clause (without any further action by or notice A);
(B) 50% of Securities Proceeds (if any) in excess of an aggregate of $1,500,000,000 (for all Permanent Securities) shall be applied to or prepay the Loans, up to an aggregate amount of $750,000,000 of prepayments from all Securities Proceeds pursuant to this clause (B); and
(C) 100% of Securities Proceeds (if any) in excess of an aggregate of $3,000,000,000 (for all Permanent Securities) shall be applied to prepay the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableLoans.
Appears in 1 contract
Sources: Bridge Loan Agreement (Capmark Financial Group Inc.)
Mandatory. (i) If and to the Company extent (and only to the extent) permitted pursuant to the First Lien Credit Agreement and the Intercreditor Agreement, no later than five Business Days following the delivery by the Borrower of its annual audited financial reports required pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall deliver to the Administrative Agent a calculation of the Excess Cash Flow for the fiscal year last ended and, no later than ten Business Days following the delivery of such calculation, the Borrower shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) 50% (or if the Consolidated Leverage Ratio as set forth in such Compliance Certificates is less than 4.5:1.0, 25% or if the Consolidated Leverage Ratio as set forth in such Compliance Certificate is less than 3.5:1.0, 0%) of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Loans prepaid pursuant to Section 2.05(a)(i) during such fiscal year (such prepayments to be applied as set forth in clauses (v) and (vii) below).
(ii) If and to the extent (and only to the extent) permitted pursuant to the First Lien Credit Agreement and the Intercreditor Agreement, if Holdings or any of its its. Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(f7.05(a), through (i)) in excess of $500,000 in the aggregate during the term of this Agreement, which results in the realization by such Person of Net Cash Proceeds, the Borrowers Borrower shall, (i) no later than one Business Day following. the receipt of any Net Cash Proceeds by Holdings or such Subsidiary, the Borrower shall deliver to the Administrative Agent a calculation of the amount of such Net Cash Proceeds and (ii) on the date that is 10 Business Days following the receipt of such Net Cash Proceeds prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (ivv) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent within ten Business Days of such Disposition), and so long as no Default or Event of Default pursuant to Sections 8.01(a), (f) or (g) shall have occurred and be continuing or any Event of Default (other than pursuant to Sections 8.01(a), (f) or (g)) shall have occurred and be continuing for 10 calendar days, Holdings or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 15 months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated or if Holdings or such Subsidiary enters into a definitive agreement to reinvest such Net Cash Proceeds during such 15 month period, within 18 months after the receipt of such Net Cash Proceeds (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(iiiii) Upon If and to the extent (and only to the extent) permitted pursuant to the First Lien Credit Agreement and the Intercreditor Agreement, upon the incurrence or issuance by the Company Holdings or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), the Borrowers Borrower shall, concurrently with the receipt of any Net Cash Proceeds by Holdings, the Borrower or any Subsidiary, deliver to the Administrative Agent a calculation of the amount of such Net Cash Proceeds, and no later than ten Business Days following the delivery of such calculation, prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom by Holdings or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below).
(iv) If and to the extent (and only to the extent) permitted pursuant to the First Lien Credit Agreement and the Intercreditor Agreement, upon any Extraordinary Receipt received by or paid to or for the account of Holdings or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the Borrower shall, concurrently with the receipt of any Net Cash Proceeds by Holdings, the Borrower or any Subsidiary, deliver to the Administrative Agent a calculation of the amount of such Net Cash Proceeds, and no later than ten Business Days following the delivery of such calculation, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company Holdings or such Subsidiary (such prepayments to be applied as set forth in clauses (ivvi) and (viix) below); provided, however, that at the election of the Borrower (as notified by the Borrower to the Administrative Agent within ten Business Days the date of receipt of such Extraordinary Receipt, Holdings or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 15 months after the receipt of such Net Cash Proceeds such purchase shall have been consummated or if Holdings or any such Subsidiary enters into a definitive agreement to reinvest such Net Cash Proceeds within such 15 month period within 18 months of the receipt of such Net Cash Proceeds; and provided further, however, that any Net Cash Proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings repayment of the Loans and the Swing Line Loans, second, shall be applied ratably to Borrowings in accordance with the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing terms of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicablethis Agreement.
Appears in 1 contract
Sources: Second Lien Credit Agreement (RiskMetrics Group Inc)
Mandatory. (i) Within five (5) Business Days after financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate is required to be delivered pursuant to Section 6.02(b), beginning with the Fiscal Year ending December 31, 2019, the Borrower shall prepay (such prepayments to be applied as set forth in clauses (vi) and (vii) below) an aggregate principal amount of Loans equal to (A) 50% of Consolidated Excess Cash Flow for such Fiscal Year less (B) the aggregate principal amount of Term Loans and Incremental Term Loans prepaid (to the extent not prepaid with the proceeds of long-term debt (other than revolving loans) or equity issuances) pursuant to Section 2.05(a)(i) during such Fiscal Year (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided that (x) if the Consolidated Total Leverage Ratio as of the last day of such Fiscal Year is less than 3.50:1.00 but equal to or greater than 3.00:1.00, clause (A) above shall be 25%, and (y) if the Consolidated Total Leverage Ratio as of the last day of such Fiscal Year is less than 3.00:1.00, clause (A) above shall be 0%.
(ii) If the Company Holdings or any of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by any provision of Section 7.05(f7.05 other than Section 7.05(m) in excess of $500,000 in (it being understood Dispositions pursuant to Section 7.05(m) shall give rise to a requirement to make a prepayment pursuant to this clause (ii), subject to the aggregate during the term of this Agreement, other terms set forth herein) which results in the realization by such Person of Net Cash ProceedsProceeds in excess of the Threshold Amount in the aggregate for any Fiscal Year, the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (ivvii) and (viiviii) below); provided that with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in fixed capital or operating assets so long as (A) within 180 days after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (B) if a definitive agreement to so reinvest has been executed within such 180-day period, then such reinvestment shall have been consummated within 180 days after the entering into of such definitive agreement (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(iiiii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests other than Equity Interests of Holdings issued in connection with employee compensation plans, in connection with the exercise of warrants outstanding on the Closing Date, as consideration for a Permitted Acquisition or for the express purpose of financing working capital (and only to the extent raised for such purpose), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Loan Party or such Subsidiary.
(iv) Upon the incurrence or issuance by the Company any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02 or that is issued as consideration for a Permitted Acquisition), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company any Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (ivvii) and (viviii) below).
(iiiv) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company Holdings or any of its Subsidiaries, and not otherwise included in clause (i) or (iiiii) of this Section 2.05(b), which results in Net Cash Proceeds for the Borrowers Borrower and its Subsidiaries in excess of the Threshold Amount in the aggregate for any fiscal year, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (ivvii) and (viii) below); provided that with respect to any Net Cash Proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in fixed capital or operating assets so long as (A) within 180 days after receipt of such net proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (B) if a definitive agreement to so reinvest has been executed within such 180-day period, then such reinvestment shall have been consummated within 180 days after the entering into of such definitive agreement (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v).
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess (such prepayments and/or Cash Collateralization to be applied as set forth in clauses (vii) and (viii) below).
(ivvii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Loans and to the principal repayment installments thereof in direct order of maturity for the next four scheduled principal repayment installments and thereafter to the remaining scheduled principal repayment installments (including the payment on the Term Loans Loan Maturity Date) on a pro-pro rata basis and, second, to the Revolving Credit Facility (without permanent reduction of the Revolving Credit Commitments) in the manner set forth in clause (viviii) of this Section 2.05(b). Subject to Section 2.172.16, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(vviii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b)) shall be applied, first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding prepay Revolving Credit LoansLoans outstanding at such time until all such Revolving Credit Loans are paid in full (without any reductions of the Revolving Credit Commitments, in each case) and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Minimum Collateral AmountBorrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers Borrower or any other Loan Party or any Defaulting Lender that has provided Cash CollateralParty) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Akumin Inc.)
Mandatory. (i) If the Company Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(f7.05) in excess of $500,000 in the aggregate during the term of this Agreement, which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $250,000 in the aggregate in any fiscal year of the Borrower, the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, excess of $250,000 in the aggregate in any fiscal year of the Borrower immediately upon receipt thereof by such Person; provided however, that if a Default or Event of Default shall have occurred and be continuing, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of any such Net Cash Proceeds realized by such Person with respect to any Disposition during the continuance thereof immediately upon receipt of such Net Cash Proceeds by such Person (such any prepayments pursuant to this Section 2.05(b)(i) to be applied as set forth in clauses (ivvi) and (viiix) below).;
(ii) Upon any Extraordinary Receipt received by or paid to or for the incurrence or issuance by account of the Company Borrower or any of its Subsidiaries in excess of $250,000 in the aggregate in any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to fiscal year of the Borrower, and not otherwise included in this Section 7.032.05(b), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds in excess of $250,000 in the aggregate in any fiscal year of the Borrower received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company Borrower or such Subsidiary (such prepayments to Subsidiary; provided however, that if a Default or Event of Default shall have occurred and be applied as set forth in clauses (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b)continuing, the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all any such Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, by such Person with respect to any such Extraordinary Receipts during the continuance thereof immediately upon receipt thereof of such Net Cash Proceeds by the Company or such Subsidiary Person (any such prepayments to be applied as set forth in clauses (iviii) and (viv) below); and provided, further, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(iviii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Facility and to the principal repayment installments thereof in inverse order of the Term Loans on a pro-rata basis maturity and, second, to the Revolving Credit Facility in the manner set forth in clause (viv) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(viv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments Facility at such time, the Borrowers Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(viv) Except as otherwise provided in Section 2.17, prepayments Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, and second, shall be applied ratably to the outstanding Revolving Credit Loans, andthe amount remaining, thirdif any, shall be used to Cash Collateralize after the remaining prepayment in full of all L/C Obligations Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time may be retained by the Borrower for use in the Minimum Collateral Amount. Upon the drawing ordinary course of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableits business.
Appears in 1 contract
Sources: Credit Agreement (Athenahealth Inc)
Mandatory. (i) If the Company German Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition (A) of any property permitted by Section 7.05(f7.05(a), (b), (c)(i) in excess of $500,000 or (ii) or (d), (B) to any Subsidiary (other than a Loan Party) not greater than €1,000,000 in the aggregate during per fiscal year, (C) to any Person (other than pursuant to clause (A) or (B) above) not greater than €250,000 in the term of this Agreement, aggregate per fiscal year) and (D) by any Subsidiary (other than a Loan Party or Material Subsidiary) to any Subsidiary (other than a Loan Party or Material Subsidiary) which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (ivv) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the German Borrower (as notified by the German Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, the German Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 180 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the German Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i).
(ii) Upon the sale or issuance by the German Borrower or any of its Subsidiaries of any of its Equity Interests (other than any sales or issuances of Equity Interests to another Loan Party), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the German Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below).
(iiiii) Upon the incurrence or issuance by the Company German Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company German Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (ivv) and (vivii) below).
(iiiiv) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company German Borrower or any of its Subsidiaries, and not otherwise included in clause Sections 2.05(b)(i), (iii) or (ii) of this Section 2.05(biii), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company German Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (ivv) and (vivii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the German Borrower (as notified by the German Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the German Borrower or such Subsidiary may apply within 270 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv).
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Facility and to the principal repayment installments thereof in inverse order of the Term Loans on a pro-rata basis maturity and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b2.05(b)(vii). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(vvi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments Facility at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vivii) Except as otherwise provided in Section 2.17, prepayments Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to Section 2.05(b)(i), (ii), (iii) or (iv), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the Minimum Collateral sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrowers for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash CollateralParty) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Amerigon Inc)
Mandatory. (i) If the Company any Loan Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(f7.05(a), (b), (c), (d) in excess of $500,000 in the aggregate during the term of this Agreement, or (e)) which results in the realization by such Person of Net Cash Proceeds, the Borrowers Holdings shall prepay prepay, or shall cause any other Borrower to prepay, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by such Person (Person; provided that no such prepayments to prepayment will be applied as set forth required in clauses (iv) and (vii) below)respect of such Dispositions for the first U.S. $5,000,000 in the aggregate in any fiscal year of Net Cash Proceeds received therefrom.
(ii) Upon the incurrence or issuance by the Company any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02(a) through (i)), the Borrowers Holdings shall prepay prepay, or shall cause any other Borrower to prepay, an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below)Subsidiary.
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company any Loan Party or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers Holdings shall prepay prepay, or shall cause any other Borrower to prepay, an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by such Loan Party or such Subsidiary; provided, that such Net Cash Proceeds are in excess of $1,000,000 in the Company aggregate per fiscal year, and provided further, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary (may, prior to or within 180 days after the receipt of such prepayments cash proceeds, replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were or will be received; and provided further, however, that any cash proceeds not so applied shall be immediately applied to be applied the prepayment of the Loans as set forth in clauses (iv) and (vi) belowthis Section 2.05(b)(iii).
(iv) Each prepayment If any Loan Party or any of its Subsidiaries licenses any intellectual property that results in the realization by such Person of Net Cash Proceeds of at least $25,000,000, Holdings shall prepay, or shall cause any other Borrower to prepay, an aggregate principal amount of Loans pursuant equal to the foregoing provisions 100% of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilitiesNet Cash Proceeds immediately upon receipt thereof by such Person.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments Borrowing Base at such time, the Borrowers Holdings shall immediately prepay prepay, or shall cause any other Borrower to immediately prepay, Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or to immediately terminate any L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vi) If for any reason the Total Outstandings at any time exceed the Facility at such time, Holdings shall immediately prepay, or shall cause any other Borrower to immediately prepay, Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, .
(vii) If the Administrative Agent notifies the Borrowers at any time that the Borrowers shall not be required to Cash Collateralize the Outstanding Amount of all Loans and L/C Obligations pursuant denominated in Foreign Currencies at such time exceeds an amount equal to this Section 2.05(b)(v) unless, after the prepayment 105% of the Revolving Credit Foreign Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and Swing Line Loans, L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such timeForeign Currency Sublimit then in effect.
(viviii) Except as otherwise provided in Section 2.17, prepayments Prepayments of the Revolving Credit Facility made by any Borrower pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line LoansLoans of such Borrower, second, shall be applied ratably to the outstanding Revolving Credit LoansLoans of such Borrower, and, third, if an Event of Default has occurred and is continuing, shall be used to Cash Collateralize the remaining L/C Obligations of such Borrower; and, the amount remaining, if any, after the prepayment in full of all such L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of such remaining L/C Obligations in full shall be applied to the prepayment and Cash Collateralization of the Total Outstandings of the other Borrowers in the Minimum Collateral Amountsame order of priority and any amounts remaining after such application may be retained by such Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash CollateralParty) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(ix) Notwithstanding any other provision of this Section 2.05 or any other provision herein or in any other Loan Document to the contrary, (A) no U.K. Borrower or U.K. Guarantor shall be liable for or required to repay any Obligation of the U.S. Loan Parties under the Loan Documents and (B) any Obligation payable in respect of any Revolving Credit Loan shall be required to be paid by the applicable Borrower in respect of such Revolving Credit Loan.
Appears in 1 contract
Mandatory. (i) If No later than the Company or any earlier of its Subsidiaries Disposes (x) 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2011, and (y) the date on which the financial statements with respect to such fiscal year have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall (subject to Section 2.12(h) below) cause outstanding Term Loans to be prepaid in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for such fiscal year minus (B) the aggregate amount of voluntary prepayments of Term Loans made pursuant to Section 2.05(a) during such fiscal year; provided, that if on the date of any property permitted mandatory prepayment required by this Section 7.05(f2.05(b)(i) the Borrower maintains Manager Reserves, the amount of any such mandatory prepayment otherwise required by this Section 2.05(b)(i) shall be reduced to the extent necessary such that, after giving effect thereto, the Liquidity as of such date of prepayment shall not be less than Manager Reserves on such date; provided however, that if any prepayment is not required to be made by operation of the preceding proviso and at any time thereafter the Liquidity shall exceed the amount of the Manager Reserves, the Borrower shall (subject to Section 2.12(h) below) cause outstanding Term Loans to be prepaid in an amount equal to lesser of (x) such excess at such time and (y) the remainder of $500,000 in (i) the aggregate during the term of this Agreement, which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% mandatory prepayments under this Section 2.05(b)(i) reduced by operation of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iv) and (vii) below).
the preceding proviso less (ii) Upon the incurrence or issuance by the Company or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such mandatory prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableproviso.
Appears in 1 contract
Mandatory. (i) If the Company or Borrower Disposes of any of its Subsidiaries Disposes property (other than any Disposition of any property permitted by Section 7.05(f7.05) in excess of $500,000 in the aggregate during the term of this Agreement, which results in the realization by such Person of Net Cash Proceeds, the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (ivv) and (vii) below).
(ii) Upon the incurrence sale or issuance by the Company or Borrower of any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03)Equity Interests, the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company or such Subsidiary Borrower (such prepayments to be applied as set forth in clauses (ivv) and (vivii) below).
(iii) Upon the incurrence or issuance by the Borrower of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section
(iv) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its SubsidiariesBorrower, and not otherwise included in clause (i), (ii) or (iiiii) of this Section 2.05(b), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company or such Subsidiary Borrower (such prepayments to be applied as set forth in clauses (ivv) and (vivii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments that do not exceed $1,000,000 in the aggregate during the term of this Agreement, at the election of the Borrower (as notified by the Borrower to the Administrative Agent (and the Administrative Agent shall promptly notify the Lenders thereof) on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower may apply within 60 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any Net Cash Proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv).
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, applied first, to repay the principal repayment installments of the Term Loans on a pro-rata basis andLoans, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments and shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect Percentages, and second, to the extent of any excess, applied to permanently reduce the relevant FacilitiesCommitments.
(vvi) If for any reason Notwithstanding the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such timeforegoing clauses (i) through (iv), the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the make any such prepayment of Loans using any Net Cash Proceeds solely to the Revolving Credit Loans extent the Borrower is required to use such Net Cash Proceeds (and Swing Line Loans, so applies such Net Cash Proceeds) to repay or prepay the Total Revolving Credit Outstandings exceed Prepetition Loan Obligations in accordance with the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments terms of the Revolving Prepetition Credit Facility made pursuant to this Section 2.05(b)Agreement, firstor in the case of any Extraordinary Receipts constituting the proceeds of securities held in the SAR Account, shall be applied ratably to the L/C Borrowings extent the Borrower elects to apply (and so applies) such proceeds to repay the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Prepetition Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableObligations.
Appears in 1 contract
Sources: Dip Credit Agreement
Mandatory. (ia) If Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(1) and the Company or any related Compliance Certificate has been delivered pursuant to Section 6.02(1), commencing with the delivery of its Subsidiaries Disposes of any property permitted by Section 7.05(ffinancial statements for the fiscal year ended December 31, 2018, the Borrower shall, subject to clauses (g) in excess of $500,000 in the aggregate during the term and (h) of this AgreementSection 2.05(2), which results in the realization by such Person of Net Cash Proceedsprepay, the Borrowers shall prepay or cause to be prepaid, an aggregate principal amount of Term Loans (the “ ECF Payment Amount”) equal to 10050% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus the sum of (x) all voluntary prepayments of
(i) Term Loans made pursuant to Sections 2.05(1)(a) and 2.05(1)(e) (in an amount, in the case of prepayments pursuant to Section 2.05(1)(e), equal to the discounted amount actually paid in respect of the principal amount of such Net Cash Proceeds promptly after, Term Loans and in no event later than five Business Days after, receipt thereof by only to the extent that such Person (such prepayments to be applied as set forth in clauses (iv) and (vii) belowLoans have been cancelled).,
(ii) Upon Credit Agreement Refinancing Indebtedness and Permitted Incremental Equivalent Debt, in each case to the incurrence extent secured in whole or issuance by in part on a pari passu basis with the Company or any First Lien Obligations under this Agreement (but without regard to the control of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03remedies), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).and
(iii) Upon Revolving Loans and loans under any Extraordinary Receipt other revolving facility that is secured, in excess whole or in part, on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of $1,000,000 for remedies) (in each fiscal year received by or paid to or for the account case of the Company or any of its Subsidiaries, and not otherwise included in this clause (iiii) or (and with respect to any revolving facility under clause (ii) of this Section 2.05(babove), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on extent accompanied by a pro-rata basis and, second, to the Revolving Credit Facility permanent reduction in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total corresponding Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(bor other revolving commitments), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.plus
Appears in 1 contract
Sources: Credit Agreement (Superior Industries International Inc)
Mandatory. (i) If The Parent Borrower shall, on the Company date of receipt --------- of the Net Cash Proceeds by any Loan Party or any of its their respective Subsidiaries Disposes from (A) the sale, lease, transfer or other disposition of any property assets of any Loan Party or any of their respective Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clause (i), (ii) or (iv) of Section 5.02(e)), (B) the incurrence or issuance by any Loan Party or any of their respective Subsidiaries of any Debt (other than Debt incurred or issued pursuant to clause (i), (ii) or (iii) of Section 5.02(b) (other than pursuant to subclause (iii)(C)(2) thereof)), and (C) the sale or issuance by any Loan Party or any of their respective Subsidiaries of any capital stock or other ownership or profit interest, any securities convertible into or exchangeable for capital stock or other ownership or profit interest or any warrants, rights or options to acquire capital stock or other ownership or profit interest (other than any such sale or issuance permitted by under Section 7.05(f) in excess of $500,000 in the aggregate during the term of this Agreement5.02(g)), which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings and deposit in the L/C Cash Collateral Account an amount equal to 100% the amount of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by Proceeds. Each such Person (such prepayments to prepayment shall be applied to the Working Capital Facility as set forth in clauses clause (iv) and (vii) belowof this Section 2.06(b).
(ii) Upon the incurrence or issuance The Sub Borrower shall (or, if there shall be no Advances owing by the Company or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03Sub Borrower at such time, the Parent Borrower shall), the Borrowers shall on each Business Day, prepay an aggregate principal amount of Loans the Working Capital Advances comprising part of the same Borrowings and the Letter of Credit Advances and deposit in the L/C Cash Collateral Account an amount equal to 100% the amount by which (A) the sum of the aggregate principal amount of (x) the Working Capital Advances and (y) the Letter of Credit Advances then outstanding plus the ---- aggregate Available Amount of all Net Cash Proceeds received therefrom promptly after, Letters of Credit then outstanding exceeds (B) the lesser of the Working Capital Facility and in no event later than five the Loan Value of Eligible Collateral on such Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below)Day.
(iii) Upon any Extraordinary Receipt The Parent Borrower shall, on each Business Day, pay to the Administrative Agent for deposit in excess the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in such Account to equal the amount by which the aggregate Available Amount of $1,000,000 for each fiscal year received by or paid to or for all Letters of Credit then outstanding exceeds the account Letter of Credit Facility on such Business Day.
(iv) Prepayments of the Company or any of its Subsidiaries, and not otherwise included in Working Capital Facility made pursuant to clause (i) or (ii) of this Section 2.05(b)2.06(b) shall be first applied to prepay ----- Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Working Capital Advances then outstanding comprising ------ part of the Borrowers shall prepay an aggregate principal amount of Loans equal same Borrowings until such Advances are paid in full and third ----- deposited in the L/C Cash Collateral Account to cash collateralize 100% of all Net Cash Proceeds received therefrom promptly afterthe Available Amount of the Letters of Credit then outstanding; and, in the case of prepayments of the Working Capital Facility required pursuant to clause (i) above, the amount remaining (if any) after the prepayment in full of the Advances then outstanding and in no event later than five Business Days afterthe 100% cash collateralization of the aggregate Available Amount of Letters of Credit then outstanding (the sum of such prepayment amounts, receipt thereof cash collateralization amounts and remaining amount being referred to herein as the "Reduction Amount") may be retained by the Company or such Subsidiary (such prepayments to Parent ---------------- Borrower and the Working Capital Facility shall be applied permanently reduced as set forth in clauses (iv) and (vi) belowSection 2.05(b)(i).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the for which funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse are on deposit in the L/C Issuer Cash Collateral Account, such funds shall be applied to reimburse the relevant Issuing Bank or the Revolving Credit Lenders, as applicable.
(v) All prepayments under this subsection (b) shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid.
Appears in 1 contract
Mandatory. (i) If Except as otherwise provided in Section 6.6(a)(iv)(B) of the Company ABL Credit Agreement (as in effect on the date hereof), within five Business Days (or any on such later date, if any, as shall be in accordance with Section 6.6(a)(iv)(B) of its Subsidiaries Disposes of any property permitted by the ABL Credit Agreement (as in effect on the date hereof)) after financial statements have been delivered pursuant to Section 7.05(f6.01(a) in excess of $500,000 in (commencing with the aggregate during fiscal year ended 2012) and the term of this Agreement, which results in the realization by such Person of Net Cash Proceedsrelated Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100the excess (if any) of (A) 50% (as may be adjusted pursuant to the proviso below) of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Loans prepaid pursuant to Section 2.03(a); provided, that such percentage shall be reduced to 25% or 0% if the Consolidated Leverage Ratio as of the last day of the relevant fiscal year was less than 2:25:1.00 or 1.50:1.00, respectively.
(ii) (A) If (x) the Borrower or any of its Restricted Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (h), (i) (l), (o), (p) or (q) or, except to the extent set forth therein, (n) (collectively, “Excluded Dispositions”)) or (y) any Involuntary Disposition occurs, which results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds in excess for any such Disposition or series of related Dispositions of $10,000,000 or in excess during any fiscal year for all such Dispositions of $50,000,000, the Borrower shall cause to be prepaid on or prior to the date which is ten Business Days after the date of the realization or receipt of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iv) and (vii) below).
(ii) Upon the incurrence or issuance by the Company or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in received; provided that no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v2.03(b)(ii)(A) unlessif, after the prepayment of the Revolving Credit Loans and Swing Line Loanson or prior to such date, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, Borrower shall be applied ratably have given written notice to the L/C Borrowings Administrative Agent of its intention to reinvest or cause to be reinvested all or a portion of such Net Cash Proceeds in accordance with Section 2.03(b)(ii)(B) (which election may only be made if no Event of Default has occurred and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableis then continuing).
Appears in 1 contract
Sources: Credit Agreement (Polyone Corp)
Mandatory. (i) Within ten Business Days after financial statements have been, or should have been, delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been, or should have been, delivered pursuant to Section 6.02(b), the Borrowers shall, in each fiscal year commencing with the fiscal year ended December 31, 2011, prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) 75% of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Loans prepaid pursuant to Section 2.03(a)(i) (such prepayments to be applied as set forth in clause (v) below); provided that for each such fiscal year, the percentage of Excess Cash Flow specified in clause (A) above will be 50% if Holdings’ Consolidated Leverage Ratio as of the end of the fiscal year or period covered by such financial statements is less than 1.00:1.0.
(ii) If the Company Holdings or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(f7.05(a), (b), (c), (d), (e) in excess of $500,000 in the aggregate during the term of this Agreement, or (f)) which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses clause (iv) and (viiv) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.03(b)(ii), at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, Holdings or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated; and provided further, however, that any Net Cash Proceeds not so reinvested shall be promptly applied to the prepayment of the Loans as set forth in this Section 2.03(b)(ii).
(iiiii) Upon the incurrence or issuance by the Company Holdings or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, upon receipt thereof by the Company Holdings or such Subsidiary (such prepayments to be applied as set forth in clauses clause (iv) and (viv) below).
(iiiiv) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company Holdings or any of its Subsidiaries, and not otherwise included in clause (iii) or (iiiii) of this Section 2.05(b2.03(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, upon receipt thereof by the Company Holdings or such Subsidiary (such prepayments to be applied as set forth in clauses clause (iv) and (viv) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, Holdings or such Subsidiary may reinvest all or any portion of such proceeds in operating assets so long as within 365 days after the receipt of such proceeds, such purchase shall have been consummated; and provided, further, however, that any cash proceeds not so applied shall be promptly applied to the prepayment of the Loans as set forth in this Section 2.03(b)(iv).
(ivv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b2.03(b) shall be applied, first, applied to the principal repayment installments thereof in inverse order of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such timematurity.
(vi) Except as otherwise provided in Section 2.17, prepayments Notwithstanding any of the Revolving Credit Facility other provisions of clause (ii), (iii) or (iv) of this Section 2.03(b), so long as no Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (ii), (iii) or (iv) of this Section 2.05(b2.03(b), first, shall the aggregate amount of Net Cash Proceeds required by such clause to be applied ratably to prepay Loans on such date is less than or equal to $2,500,000, the L/C Borrowings and Borrower may defer such prepayment until the Swing Line Loans, second, shall first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (ii) or (iv) of this Section 2.03(b) to be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amountprepay Loans exceeds $2,500,000. Upon the drawing occurrence of a Default during any Letter of Credit that has been Cash Collateralizedsuch deferral period, the funds held as Borrowers shall promptly prepay the Loans in the amount of all Net Cash Collateral shall be applied (without any further action Proceeds received by or notice to or from the Borrowers or any and other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lendersamounts, as applicable, that are required to be applied to prepay Loans under this Section 2.03(b) (without giving effect to the first and second sentences of this clause (vi)) but which have not previously been so applied.
Appears in 1 contract
Mandatory. (i) If The Borrower shall, on the Company date of receipt of the Net Cash Proceeds by any Loan Party or any of its Subsidiaries Disposes from (A) the sale, lease, transfer or other disposition of any property permitted by Section 7.05(f) or assets of any Loan Party or any of its Subsidiaries in an aggregate amount in excess of $500,000 1,000,000 in the aggregate during the term of this Agreement, which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later any Fiscal Year (other than five Business Days after, receipt thereof by such Person (such prepayments any property or assets expressly permitted to be applied as set forth in clauses sold, leased, transferred or otherwise disposed of pursuant to clause (i), (ii) or (iv) and of Section 5.02(e)), (viiB) below).
(ii) Upon the incurrence or issuance by the Company any Loan Party or any of its Subsidiaries of any Indebtedness Debt (other than Indebtedness Debt expressly permitted to be incurred or issued pursuant to Section 7.035.02(b)), (C) the Borrowers shall prepay issuance or sale by any Loan Party or any of its Subsidiaries of any Equity Interests therein through an aggregate principal amount offering under Rule 144A of Loans equal to 100% the Securities Act, an offering registered under, or exempt from, the Securities Act or an offering of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) a similar nature and (viD) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year any Fiscal Year received by or paid to or for the account of the Company any Loan Party or any of its Subsidiaries, Subsidiaries and not otherwise included in clause subclause (iA), (B) or (iiC) of this Section 2.05(b2.06(b)(i), the Borrowers shall prepay an aggregate principal amount of Loans the Advances equal to 100% of all the amount of such Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Proceeds. Each prepayment of Loans Advances pursuant to the foregoing provisions of this Section 2.05(b2.06(b)(i) shall be applied, first, applied first to the Term Facility and to the principal repayment installments of the Term Loans thereof on a pro-pro rata basis and, secondthereafter, to the Revolving Credit Working Capital Facility in the manner set forth in clause (vi) of this Section 2.05(b2.06(b)(iv). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(vii) If The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Working Capital Advances comprising part of the same Borrowings and Letter of Credit Advances equal to the amount by which (A) the sum of (1) the aggregate principal amount of all Working Capital Advances and Letter of Credit Advances outstanding on such Business Day and (2) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day exceeds (B) the Working Capital Facility on such Business Day (after giving effect to any permanent reduction thereof pursuant to Section 2.05 on such Business Day).
(iii) The Borrower shall, on each Business Day, pay to the Administrative Agent for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize deposit into the L/C Obligations in Cash Collateral Account an amount sufficient to cause the aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize on deposit in the L/C Obligations pursuant Cash Collateral Account on such Business Day to this Section 2.05(b)(vequal the amount by which (A) unless, after the prepayment sum of (1) the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments aggregate principal amount of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any all Letter of Credit that has been Cash Collateralized, Advances outstanding on such Business Day and (2) the funds held as Cash Collateral shall be applied aggregate Available Amount of all Letters of Credit outstanding on such Business Day exceeds (without B) the Letter of Credit Facility on such Business Day (after giving effect to any further action by or notice permanent reduction thereof pursuant to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableSection 2.05 on such Business Day).
Appears in 1 contract
Sources: Credit Agreement (Americhoice Corp)
Mandatory. (i) If the Company or any of its Subsidiaries Disposes of any property in accordance with and permitted by Section 7.05(f7.02(f) in excess of $500,000 in the aggregate during the term of this Agreement, which results in the realization by such Person of Net Cash Proceeds, the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses clause (iv) and (viib)(iv) below).
(ii) Upon the incurrence or issuance by the Company or any of its Subsidiaries of any unsecured Indebtedness (other than and/or Indebtedness expressly permitted that is junior to be the Indebtedness incurred or issued hereunder, in each case pursuant to Section 7.03)a capital markets transaction or any substitutions thereof, after the Amendment No. 3 Closing Date, the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses clause (iv) and (vib)(iv) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received the sale or issuance by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included Subsidiaries of any of its Capital Stock after the Amendment No. 3 Closing Date (other than any sale or issuance of Capital Stock in clause (i) or (ii) of this Section 2.05(bconnection with employee benefit arrangements), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses clause (iv) and (vib)(iv) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b2.03(b) shall be appliedapplied (x) in the case of an at-the-market (ATM) offering pursuant to clause (b)(iii) above, firston the last day of each March, June, September and December and (y) in all other cases, promptly (but in any event within 30 days upon such receipt of proceeds), and on a pro rata basis based on outstanding balances under each of this Agreement, the Existing 2013 Revolving Credit Agreement, the Existing 2015 Revolving Credit Agreement and the Note Purchase Agreements, in each case, as of the last day of the fiscal quarter immediately preceding such Disposition or incurrence of Indebtedness or issuance of Capital Stock, as applicable, to prepay (A) Loans hereunder, on the principal repayment installments one hand, and (B) certain outstanding amounts owing under the NPA Notes, on the other hand, in each case, it being agreed and understood that any portion of such proceeds offered to, but declined by, the holders of the Term Loans on a pro-rata basis and, second, NPA Notes (after giving effect to all offers of such proceeds to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect other holders of the relevant Facilities.
(vNPA Notes) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableprepay Loans hereunder.
Appears in 1 contract
Mandatory. (i) Within five (5) Business Days after financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate is required to be delivered pursuant to Section 6.02(b), beginning with the Fiscal Year ending December 31, 2020, the Borrower shall prepay (such prepayments to be applied as set forth in clauses (vi) and (vii) below) an aggregate principal amount of Loans equal to (A) 50% of Consolidated Excess Cash Flow for such Fiscal Year less (B) the aggregate principal amount of Term Loans and Incremental Term Loans prepaid (to the extent not prepaid with the proceeds of long-term debt (other than revolving loans) or equity issuances) pursuant to Section 2.05(a)(i) during such Fiscal Year (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided that (x) if the Consolidated Total Leverage Ratio as of the last day of such Fiscal Year is less than 3.50:1.00 but equal to or greater than 3.00:1.00, clause (A) above shall be 25%, and (y) if the Consolidated Total Leverage Ratio as of the last day of such Fiscal Year is less than 3.00:1.00, clause (A) above shall be 0%.
(ii) If the Company Holdings or any of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by any provision of Section 7.05(f7.05 other than Section 7.05(m) in excess of $500,000 in (it being understood Dispositions pursuant to Section 7.05(m) shall give rise to a requirement to make a prepayment pursuant to this clause (ii), subject to the aggregate during the term of this Agreement, other terms set forth herein) which results in the realization by such Person of Net Cash ProceedsProceeds in excess of the Threshold Amount in the aggregate for any Fiscal Year, the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (ivvii) and (viiviii) below); provided that with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in fixed capital or operating assets so long as (A) within 180 days after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (B) if a definitive agreement to so reinvest has been executed within such 180-day period, then such reinvestment shall have been consummated within 180 days after the entering into of such definitive agreement (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(iiiii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests other than Equity Interests of Holdings issued in connection with employee compensation plans, in connection with the exercise of warrants outstanding on the Closing Date, as consideration for a Permitted Acquisition or for the express purpose of financing working capital (and only to the extent raised for such purpose), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Loan Party or such Subsidiary.
(iv) Upon the incurrence or issuance by the Company any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02 or that is issued as consideration for a Permitted Acquisition), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company any Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (ivvii) and (viviii) below).
(iiiv) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company Holdings or any of its Subsidiaries, and not otherwise included in clause (i) or (iiiii) of this Section 2.05(b), which results in Net Cash Proceeds for the Borrowers Borrower and its Subsidiaries in excess of the Threshold Amount in the aggregate for any fiscal year, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (ivvii) and (viii) below); provided that with respect to any Net Cash Proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in fixed capital or operating assets so long as (A) within 180 days after receipt of such net proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (B) if a definitive agreement to so reinvest has been executed within such 180-day period, then such reinvestment shall have been consummated within 180 days after the entering into of such definitive agreement (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v).
(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess (such prepayments and/or Cash Collateralization to be applied as set forth in clauses (vii) and (viii) below).
(ivvii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Loans (pro rata between the Term A Loans and the Term B Loans) and to the principal repayment installments thereof in direct order of maturity for the next four scheduled principal repayment installments and thereafter to the remaining scheduled principal repayment installments (including the payment on the Term Loans Loan Maturity Date) on a pro-pro rata basis and, second, to the Revolving Credit Facility (without permanent reduction of the Revolving Credit Commitments) in the manner set forth in clause (viviii) of this Section 2.05(b). Subject to Section 2.172.16, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(vviii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b)) shall be applied, first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding prepay Revolving Credit LoansLoans outstanding at such time until all such Revolving Credit Loans are paid in full (without any reductions of the Revolving Credit Commitments, in each case) and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Minimum Collateral AmountBorrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers Borrower or any other Loan Party or any Defaulting Lender that has provided Cash CollateralParty) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Loan Agreement (Akumin Inc.)
Mandatory. (i) If the Company any Loan Party or any of its Subsidiaries Disposes of any property that is permitted by Section 7.05(f7.05(e) or that is not permitted by Section 7.05, which, in excess of $500,000 in the aggregate during the term of this Agreementeither case, which results in the realization by such Person of Net Cash Proceeds, the Borrowers Borrower shall prepay prepay, or cause to be prepaid, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly afterProceeds, and in no event later than five Business Days after, immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses clause (iv) and (viivi) below).
(ii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests (other than any sales or issuances of Equity Interests to another Loan Party), the Borrower shall prepay, or cause to be prepaid, an aggregate principal amount of Loans equal to 35% of all Net Cash Proceeds received therefrom, immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below).
(iii) Upon the incurrence or issuance by the Company any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), the Borrowers Borrower shall prepay prepay, or cause to be prepaid, an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly aftertherefrom, and in no event later than five Business Days after, immediately upon receipt thereof by the Company such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and clause (vi) below).
(iiiiv) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company any Loan Party or any of its Subsidiaries, and not otherwise included in clause (i), (ii), (iii) or (iiv) of this Section 2.05(b2.03(b), the Borrowers Borrower shall prepay prepay, or cause to be prepaid, an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly aftertherefrom, and in no event later than five Business Days after, immediately upon receipt thereof by the Company such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and clause (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such Extraordinary Receipt), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may, within 90 days after the receipt of such Net Cash Proceeds, use such cash proceeds to replace or repair the assets in respect of which the Extraordinary Receipts were received or reinvest such cash proceeds in other capital assets used or useful in the business of the Borrower and its Subsidiaries; and provided, further, however, that any Net Cash Proceeds not so applied shall be immediately applied after the Borrowers shall not be required expiration of such 90-day period to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided set forth in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b2.03(b)(iv), first, shall be applied ratably ; (v) Upon release to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender Subsidiary thereof of any cash or cash equivalents that has provided previously secured any Cash Collateral) Secured Letters of Credit, the Borrower shall prepay, or cause to reimburse the L/C Issuer be prepaid, an aggregate principal amount of Loans equal to 100% of such cash or the Revolving Credit Lenderscash equivalents, as applicable.immediately upon receipt thereof by
Appears in 1 contract
Sources: Credit Agreement (Advanced Emissions Solutions, Inc.)
Mandatory. (i) If Upon any sale, transfer or other disposition of any assets or property by the Company Borrower or any of its Subsidiaries Disposes of any property permitted by Section 7.05(f) in excess of $500,000 in the aggregate during the term of this Agreement, which results in the realization by such Person of Net Cash ProceedsRegulated Subsidiary, the Borrowers Borrower shall prepay an aggregate principal amount of Loans the Advances equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iv) and (vii) below).
(ii) Upon the incurrence or issuance by the Company or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, upon receipt thereof by the Company Borrower or such Subsidiary Regulated Subsidiary; provided that the foregoing shall not apply to (such prepayments to be applied as set forth in clauses (ivi) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess sale, transfer or other disposition of $1,000,000 for each fiscal year received by any asset or paid to or for the account property of the Company Borrower or any of its SubsidiariesRegulated Subsidiary permitted under Sections 5.02(e)(i) through 5.02(e)(v), and not otherwise included in clause (i5.02(e)(vii) or 5.02(e)(viii) or (ii) of this Section 2.05(b)any Equity Interests in, or assets or property of, Mountaineer Gas; provided further notwithstanding the foregoing, the Borrowers Borrower and its Regulated Subsidiaries shall prepay an aggregate principal amount be entitled to retain the first $100,000,000 of Loans equal to 100% of all Net Cash Proceeds from any other sale, transfer or other disposition in respect of any of the assets or property of the Borrower or its Regulated Subsidiaries received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company Borrower and its Regulated Subsidiaries in the aggregate and shall not be required to repay Term Advances, L/C Borrowings or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans Revolving Advances or Cash Collateralize L/C Obligations pursuant to the foregoing provisions of this Section 2.05(b2.06(b) with such proceeds. Prepayments pursuant to this Section 2.06(b) shall be applied, applied first, to the principal repayment installments of the repay Term Loans on a pro-rata basis andAdvances outstanding at such time until all such Term Advances are paid in full, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and repay L/C Borrowings and/or Cash Collateralize the outstanding at such time until all such L/C Obligations Borrowings are paid in an aggregate amount equal full, third, to repay Revolving Advances outstanding at such excess; providedtime until all such Revolving Advances are paid in full, howeverfourth, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after (the sum of such prepayment of amounts and Cash Collateralization amounts being the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time“Reduction Amount”).
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility then in effect, the Borrowers shall promptly prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant hereto unless after the prepayment in full of the Loans the Total Revolving Outstandings exceed the Revolving Facility then in effect. Such Cash Collateral shall be subject to reduction in accordance with Section 2.16.
(ii) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Global Revolving Credit Facility then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Global Revolving Credit Facility then in effect.
(iii) If, immediately following any Disposition of property by any Loan Party or any of its their respective Subsidiaries Disposes (other than any Disposition of any property permitted by Section 7.05(f) in excess of $500,000 in the aggregate during the term of this Agreement7.05(a), which results in the realization by (c), (d), (e), (f), or (h)), Consolidated Leverage Ratio, after giving pro forma effect to such Person of Net Cash ProceedsDisposition, is greater than 4.00 to 1.00, the Borrowers shall prepay an aggregate principal amount of Loans equal to 10075% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iv) and (vii) below).
(ii) Upon the incurrence or issuance by the Company or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and clause (vi) below).
(iiiiv) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company any Loan Party or any of its Subsidiariestheir respective Subsidiaries during the Leverage Period, and not otherwise included in clause (i) or (iiiii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses clause (ivvi) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv).
(v) The Loan Parties shall prepay an aggregate principal amount of the Loans equal to 100% of the Net Cash Proceeds received by the Company or any other Loan Party in connection with the HPPC Disposition immediately upon receipt thereof (such prepayments to be applied as set forth in clause (vi) below).
(ivvi) Each prepayment All prepayments of the Loans pursuant to the foregoing provisions of contemplated by this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis andin inverse order of maturity, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, secondthird, shall be applied ratably to the outstanding Revolving Credit Loans, and, thirdfourth, shall be used to Cash Collateralize the remaining L/C Obligations. The amount remaining, if any, after the prepayment in full of all Term Loans, L/C Borrowings, Swing Line Loans and Revolving Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by Loan Parties for use in the Minimum Collateral Amountordinary course of their business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers Company or any other Loan Party or any Defaulting Lender that has provided Cash CollateralParty) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. may be retained by the Company for use in the ordinary course of its business.
(vii) Notwithstanding any of the other provisions of clauses (iii) or (iv) of this Section 2.05(b), so long as no Default under Section 8.01(a) or Section 8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clauses (iii) or (iv) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $1,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clauses (iii) or (iv) of this Section 2.05(b) to be applied to prepay Loans exceeds $1,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.05(b). Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the applicable Loan Party and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (vii)) but which have not previously been so applied.
Appears in 1 contract
Mandatory. (i) If The Borrower shall, no later than the Company or 15th day following the date on which it delivers the financial statements referred to in Section 5.03(d) (but in any event within 100 days after the end of its Subsidiaries Disposes each Fiscal Year), prepay an aggregate principal amount of any property permitted by Section 7.05(f) in excess the Advances comprising part of $500,000 in the aggregate during same Borrowings equal to 75% of the term amount of this AgreementExcess Cash Flow for such Fiscal Year, which results in provided, however, that if the realization by Leverage Ratio at the end of such Person of Net Cash Proceedsfiscal year before giving effect to such payment is less than 2.00 to 1.00, the Borrowers Borrower shall prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowing equal to 10050% of the amount of Excess Cash Flow for such Net Cash Proceeds promptly afterFiscal Year. Each such prepayment of any Advances shall be applied as follows: first, subject to Section 2.06(c), ratably to the Term Facilities and ratably to the remaining principal installments thereof, and in second, to the extent that no event later than five Business Days afterTerm Advances remain outstanding, receipt thereof by such Person (such prepayments permanently to be applied reduce the Revolving Credit Facility as set forth in clauses clause (iv) and (viiv) below).
(ii) Upon The Borrower shall, on the date of receipt of the Net Cash Proceeds by it or any of its Subsidiaries from (A) the sale, lease, transfer or other disposition of any assets by it or any of its Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to Section 5.02(e)(i) to (v)), (B) the incurrence or issuance by the Company it or any of its Subsidiaries of any Indebtedness Debt (other than Indebtedness expressly permitted to be Debt incurred or issued pursuant to Section 7.035.02(b)), (C) the Borrowers shall prepay an aggregate principal amount sale or issuance by it or any of Loans equal its Subsidiaries of any capital stock or other ownership or profit interest (including, without limitation, any capital contribution), any securities convertible into or exchangeable for capital stock or other ownership or profit interest or any warrants, rights or options to 100% of all Net Cash Proceeds received therefrom promptly afteracquire capital stock or other ownership or profit interest, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (ivD) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company it or any of its Subsidiaries, Subsidiaries and not otherwise included in clause (iA), (B) or (iiC) of this Section 2.05(b)above, the Borrowers shall prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings equal to 100% (x) the amount of all the Net Cash Proceeds received therefrom promptly afterunder clauses (B) and (D), (y) the amount of the Net Cash Proceeds received under clause (A), provided, however, that up to an aggregate of $5,000,000 of such amount shall not be required so to be prepaid and (z) 50% of the amount of the Net Cash Proceeds received under clause (C). Each such prepayment of any Advances shall be applied as follows: first, subject to Section 2.06(c), ratably to the Term Facilities and ratably to the remaining principal installments thereof, and in second, to the extent that no event later than five Business Days afterTerm Advances remain outstanding, receipt thereof by permanently to reduce the Company or such Subsidiary (such prepayments to be applied Revolving Credit Facility as set forth in clauses clause (ivv) below.
(iii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings and the Letter of Credit Advances equal to the amount by which the sum of the aggregate principal amount of (x) the Revolving Credit Advances, and (viy) below)the Letter of Credit Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Revolving Credit Facility.
(iv) Each prepayment of Loans pursuant The Borrower shall, on each Business Day, pay to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility Administrative Agent for deposit in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in such Account to equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize amount by which the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after aggregate Available Amount of all Letters of Credit then outstanding exceeds the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableFacility on such Business Day.
Appears in 1 contract
Sources: Credit Agreement (International Rectifier Corp /De/)
Mandatory. (i) If The Borrower shall, on the Company 90th day following the end of each Fiscal Year, (A) if the Total Debt/EBITDA Ratio is greater than or any of its Subsidiaries Disposes of any property permitted by Section 7.05(f) in excess of $500,000 in the aggregate during the term of this Agreementequal to 5.50:1.00, which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings outstanding under the Term Facilities in an amount equal to 100% the Excess Cash Flow Amount for such Fiscal Year and (B) if the Total Debt/EBITDA Ratio is less than 5.50:1.00, prepay an aggregate principal amount of the Working Capital Advances outstanding on such Net date in an amount equal to the Excess Cash Proceeds promptly afterFlow Amount for such Fiscal Year. Each prepayment made pursuant to clause (A) above shall be applied ratably to the Term Facilities in accordance with, and in no event later than five Business Days aftersubject to the terms of, receipt thereof by such Person clause (such prepayments iv) below and each prepayment made pursuant to clause (B) above shall be applied to the Working Capital Facility as set forth in clauses (iv) and clause (vii) below).
(A) The Borrower shall, on the date of receipt of the Net Cash Proceeds by any Loan Party or any of its Subsidiaries from (I) the sale, lease, transfer or other disposition of any assets of any Loan Party or any of its Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clause (i), (ii), (iii), (iv) Upon or (v) of Section 5.02(e) and other than the sale of assets pursuant to clause (vi) of Section 5.02(e) to the extent that the Net Cash Proceeds of such sale do not exceed, in the aggregate from the First Closing Date, $10,000,000), (II) the incurrence or issuance by the Company any Loan Party or any of its Subsidiaries of any Indebtedness Debt (other than Indebtedness expressly permitted to be Debt incurred or issued pursuant to Section 7.03clause (i), the Borrowers shall prepay an aggregate principal amount (ii) or (iii) of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (ivSection 5.02(b)) and (viIII) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company any Loan Party or any of its Subsidiaries, Subsidiaries and not otherwise included in clause (iI) or (iiII) of this Section 2.05(b)above, the Borrowers shall prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings equal to 100% the amount of all such Net Cash Proceeds received therefrom promptly afterProceeds. Each such prepayment shall be applied first ratably to the Term Facilities in accordance with, and in no event later than five Business Days aftersubject to the terms of, receipt thereof by clause (iv) below and second to the Company or such Subsidiary (such prepayments to be applied Working Capital Facility as set forth in clauses clause (vii) below.
(B) The Borrower shall, on the date of receipt of the Net Cash Proceeds by Parent from the sale or issuance by Parent of any capital stock or other ownership or profit interest, any securities convertible into or exchangeable for capital stock or other ownership or profit 59 53 interest or any warrants, rights or options to acquire capital stock or other ownership or profit interest, in each case from the IPO, prepay an aggregate principal amount of the Working Capital Advances comprising part of the same Borrowings in an amount equal to sum of (I) the lesser of (x) $150,000,000 and (y) the sum of (1) $100,000,000 plus (2) to the extent such Net Cash Proceeds exceed $275,000,000 (such amount being the "Excess Amount") an amount equal to 50% of the Excess Amount plus (II) any Net Cash Proceeds not otherwise applied to prepay the Subordinated Notes as provided in Section 5.02(k). Each such prepayment shall be applied to the Working Capital Facility as set forth in clause (vii) below.
(C) The Borrower shall, on the date of receipt (or such later date as may be specified below) of the Net Cash Proceeds by Parent from the sale or issuance by Parent of any capital stock or other ownership or profit interest, any securities convertible into or exchangeable for capital stock or other ownership or profit interest or any warrants, rights or options to acquire capital stock or other ownership or profit interest, in each case as a result of an equity offering following the IPO, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to (1) if Total Debt/EBITDA Ratio at such time is greater than or equal to 4.00:1.00, 50% of the amount of such Net Cash Proceeds, (2) if Total Debt/EBITDA Ratio at such time is less than 4.00:1.00 but greater than or equal to 3.00:1.00, 50% of the amount by which such Net Cash Proceeds exceed the amount of such Net Cash Proceeds used by the Borrower and its Subsidiaries to make Investments in accordance with the provisions of Section 5.02(f) during the nine months immediately following such date, payable 30 days after the nine month anniversary of such date and (3) if the Total Debt/EBITDA Ratio at such time is less than 3.00:1.00, zero. Each such prepayment, if any, shall be applied first ratably to the Term Facilities in accordance with, and subject to the terms of, clause (iv) below and second to the Working Capital Facility as set forth in clause (vivii) below).
(iviii) Each prepayment of Loans pursuant Anything contained in this Section 2.06(b) to the foregoing provisions contrary notwithstanding, (A) if, following the occurrence of this Section 2.05(bany "Asset Sale" (as such term is defined in the Senior Subordinated Notes Indenture or the Senior Subordinated Discount Notes Indenture) by any Loan Party or any of its Subsidiaries, the Borrower is required to commit by a particular date (a "Commitment Date") to apply or cause its Subsidiaries to apply an amount equal to any of the "Net Proceeds" (as defined in the Senior Subordinated Notes Indenture or the Senior Subordinated Discount Notes Indenture, as the case may be) thereof in a particular manner, or to apply by a particular date (an "Application Date") an amount equal to any such "Net Proceeds" in a particular manner, in either case in order to excuse the Borrower from being required to make an "Asset Sale Offer" (as defined in the Senior Subordinated Notes Indenture or the Senior Subordinated Discount Notes Indenture, as the case may be) in connection with such "Asset Sale," and the Borrower shall have failed to so commit or to so apply an amount equal to such "Net Proceeds" at least 60 days before the Commitment Date or the Application Date, as the case may be, or (B) if the Borrower at 60 54 any other time shall have failed to apply or commit or cause to be appliedapplied an amount equal to any such "Net Proceeds," and, firstwithin 60 days thereafter assuming no further application or commitment of an amount equal to such "Net Proceeds" the Borrower would otherwise be required to make an "Asset Sale Offer" in respect thereof, then in either such case the Borrower shall immediately apply or cause to be applied an amount equal to such "Net Proceeds" to the principal repayment installments payment of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility Advances in the manner set forth in clause (viSection 2.06(b)(ii) of this Section 2.05(b). Subject to Section 2.17, in such prepayments amounts as shall be paid to excuse the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilitiesBorrower from making any such "Asset Sale Offer".
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Amf Bowling Inc)
Mandatory. (i) If The Borrowers shall, on the Company or any 130th day following the end of its Subsidiaries Disposes each Fiscal Year, if the Leverage Ratio for the Measurement Period ending on the last day of any property permitted by Section 7.05(f) in excess of $500,000 in the aggregate during the term of this Agreementsuch Fiscal Year exceeds 4.00:1.00, which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings in an amount equal to 100the remainder of (A) 50% of the amount of Excess Cash Flow for such Net Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by such Person Fiscal Year MINUS (such prepayments to be applied as set forth in clauses (ivB) and (vii) below).
(ii) Upon the incurrence or issuance by the Company or any of its Subsidiaries aggregate amount of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay an aggregate principal amount optional prepayments of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, firstTerm Advances or, to the principal repayment installments extent such prepayments permanently reduced the Revolving Credit Facility, the amount of any optional prepayments of Revolving Credit Advances, Swing Line Advances or Letter of Credit Advances made during such Fiscal Year. Each such prepayment shall, except as otherwise provided in Section 2.06(c) below, be applied FIRST to the Term Loans on a pro-A Facility and/or the Term B Facility and to the installments thereof in the manner specified by the Appropriate Borrower (but pro rata basis andamong the Term A Lenders and/or the Term B Lenders which are not Declining Lenders), second, SECOND to the Revolving Credit Facility in the manner as set forth in clause (viv) of this Section 2.05(b). Subject to Section 2.17below and, such prepayments shall be paid THIRD to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans Term C Facility and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations installments thereof in the Minimum Collateral Amount. Upon manner specified by the drawing of any Letter of Credit that has been Cash Collateralized, U.S. Borrower (but pro rata among the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/Term C Issuer or the Revolving Credit Lenders, as applicable).
Appears in 1 contract
Sources: Credit Agreement (Accuride Corp)
Mandatory. (i) [Reserved]
(ii) If the Company Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(f7.05 (except pursuant to Sections 7.05(g), 7.05(h) in excess of $500,000 in the aggregate during the term of this Agreement, or 7.05(i))) which results in the realization by such Person of Net Cash ProceedsProceeds in excess of an aggregate amount of $5,000,000 per fiscal year, the Borrowers Borrower shall prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Loans Pro Rata Obligations equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, excess of such $5,000,000 immediately upon receipt thereof by such Person (such prepayments (or Cash Collateralization) to be applied as set forth in clauses (ivvi) and (viiviii) below).
(iiiii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests (other than the Excluded Issuances and any sales or issuances of Equity Interests to another Loan Party) or the receipt of any equity contribution by the Borrower or any of its Subsidiaries (other than from another Loan Party), the Borrower shall prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Pro Rata Obligations equal to 50% of the Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments (or Cash Collateralization) to be applied as set forth in clauses (vi) and (viii) below); provided that such percentage shall be reduced to 25% during such times as the Consolidated Leverage Ratio of the Borrower and its Subsidiaries is less than 3.0:1.0, as evidenced by the most recently delivered Compliance Certificate.
(iv) Upon the incurrence or issuance by the Company Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers Borrower shall prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Loans Pro Rata Obligations equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company Borrower or such Subsidiary (such prepayments (or Cash Collateralization) to be applied as set forth in clauses (ivvi) and (viviii) below).
(iiiv) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company Borrower or any of its Subsidiaries, and not otherwise included in clause (iii), (iii) or (iiiv) of this Section 2.05(b), the Borrowers Borrower shall prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Loans Pro Rata Obligations equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company Borrower or such Subsidiary (such prepayments (or Cash Collateralization) to be applied as set forth in clauses (ivvi) and (viviii) below).
(ivvi) Each prepayment (or Cash Collateralization, as applicable) of Loans Pro Rata Obligations pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, (x) prior to the Assumption Effective Date, ratably to the Term A Loans and the ▇▇▇▇▇▇ Term A Loans on a pro rata basis and (y) from and after the Assumption Effective Date, to the Term A Loans (allocated, in either case, to the principal repayment installments of the Term Loans thereof on a pro-pro rata basis andbasis), second, to the Revolving Credit Facility in the manner set forth in clause (viviii) of this Section 2.05(b). Subject to Section 2.17) and third, any excess after the application of such prepayments shall be paid to the Lenders proceeds in accordance with their respective Applicable Percentages in respect first and second above may be retained by the Borrower. Any prepayment of a Eurocurrency Rate Loan pursuant to this Section 2.05(b) shall be accompanied by all accrued interest on the relevant Facilitiesamount prepaid, together with any additional amounts required pursuant to Section 3.05.
(vvii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments Facility at such time, the Borrowers Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, . If the Administrative Agent notifies the Borrower at any time that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment Total Multicurrency Revolving Credit Outstandings denominated in Alternative Currencies as of the applicable Revaluation Date exceeds an amount equal to 103% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Multicurrency Revolving Credit Loans and Swing Line Loans, the in an aggregate amount sufficient to reduce such Total Multicurrency Revolving Credit Outstandings denominated in Alternative Currencies as of such date of payment to an amount not to exceed 100% of the Aggregate Revolving Credit Commitments at such timeAlternative Currency Sublimit then in effect.
(viviii) Except as otherwise provided in Section 2.17, prepayments Prepayments of the Multicurrency Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Multicurrency Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations Obligations, and the Multicurrency Revolving Credit Facility shall be automatically and permanently reduced by the sum of such prepayment amounts, Cash Collateralization amounts and any remaining amounts that may be retained by the Borrower pursuant to third in clause (vi) above (the Minimum Collateral “Reduction Amount”) as set forth in Section 2.06(b)(iii) . Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers Borrower or any other Loan Party or any Defaulting Lender that has provided Cash CollateralParty) to reimburse the L/C Issuer or the Multicurrency Revolving Credit Lenders, as applicable. Prepayments of the US Dollar Revolving Credit Facility made pursuant to this Section 2.05(b) shall be applied ratably to the outstanding US Dollar Revolving Credit Loans.
Appears in 1 contract
Sources: Credit Agreement (Diamond Foods Inc)
Mandatory. (i) If The Borrower shall, on the Company third Business Day following the receipt by the Borrower after the Effective Date of (A) Net Cash Proceeds from any Asset Sales in the case of sales of assets or Equity Interests of, or other Investments in, IPALCO or any of its Subsidiaries Disposes pursuant to clause (iv) of Section 5.18 or (B) Net Cash Proceeds from the incurrence of any property permitted by Bridge Debt, offer to prepay, on a pro rata basis, an aggregate principal amount of the Term Loans in an amount equal to the Banks’ Ratable Share of such Net Cash Proceeds and the Term Loan Banks shall have the option to accept or refuse such prepayment in accordance with the provisions set forth in Section 7.05(f2.10(c). Upon the payment in full of the Term Loans, the Borrower shall apply such Net Cash Proceeds to ratably prepay the Revolving NYDOCS02/1004399.8 AES Sixth Amended and Restated Credit Agreement Credit Loans and the Green Revolving Credit Loans outstanding at such time (without any reduction of Revolving Credit Loan Commitments or the Green Revolving Credit Loan Commitments).
(i) in excess The Borrower shall, on the third Business Day following the date of $500,000 in the aggregate during the term of this Agreement, which results in the realization by such Person receipt of Net Cash ProceedsProceeds from the issuance of Debt by any Subsidiary of the Borrower permitted pursuant to Section 5.07(b)(ii) (but only to the extent applicable pursuant to the proviso thereof) and Section 5.07(b)(vi) (but only to the extent the Debt was incurred by IPALCO, the Borrowers shall offer to prepay an aggregate principal amount of the Term Loans in an aggregate amount equal to 100the Banks’ Ratable Share of such Net Cash Proceeds (other than $200,000,000 of additional Debt of IPALCO incurred after the Effective Date). The Term Loan Banks shall have the option to accept or refuse any prepayment pursuant to this Section 2.10(b)(ii) in accordance with the provisions set forth in Section 2.10(c). So long as Net Cash Proceeds referred to in this Section 2.10(b)(ii) are received by the Borrower, the Borrower agrees to use all reasonable efforts to cause all such Net Cash Proceeds permitted to be distributed to be so distributed. Upon the payment in full of the Term Loans, the Borrower shall apply such Net Cash Proceeds to ratably prepay the Revolving Credit Loans and the Green Revolving Credit Loans outstanding at such time (without any reduction of Revolving Credit Loan Commitments or the Green Revolving Credit Loan Commitments). provided that with respect to Asset Sales described in clause (y) (and not in clause (x)) in the parenthetical appearing in the definition of Asset Sale (or any Bridge Debt in respect thereof), only 50% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iv) and (vii) below).
(ii) Upon the incurrence or issuance actually received by the Company Borrower shall be subject to this Section 2.10(b); provided, further, that so long as no Event of Default shall then exist or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03)would arise therefrom, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom promptly after, and from an Asset Sale described in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary clause (such prepayments to be applied as set forth in clauses y) (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (ix)) (or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages any Bridge Debt in respect of the relevant Facilities.
(vthereof) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations be applied pursuant to this Section 2.05(b)(v2.10(b) unlessto the extent that the Borrower shall have delivered a certificate of a Responsible Officer to the Agent on or prior to the offer commencement or prepayment date specified in this Section 2.10(b) stating that such Net Cash Proceeds are expected to be used to purchase replacement assets or repair such assets, after or to purchase assets used or useful in the prepayment business of the Revolving Credit Loans Borrower and Swing Line Loansits Subsidiaries, or to acquire more than 50% of the Equity Interests of any person that owns such assets or engages in a business of the type that the Borrower and Subsidiaries are permitted to be engaged in and, in each case, otherwise in compliance with the terms of this Agreement, no later than 365 days following the date of such Asset Sale (or any Bridge Debt in respect thereof); provided that such time may be extended by an additional 90 days if, on or prior to the 365th day following the date of receipt of such Net Cash Proceeds, the Total Revolving Credit Outstandings exceed Borrower delivers a certificate of a Responsible Officer to the Aggregate Revolving Credit Commitments at Agent detailing the intended use of such time.
Net Cash Proceeds and certifying that the Net Cash Proceeds will be used in accordance with this proviso; provided that if all or any portion of such Net Cash Proceeds is not so reinvested within such 365-day period (vi) Except as otherwise provided in Section 2.17, prepayments of or such longer period to the Revolving Credit Facility made pursuant to this Section 2.05(bextent extended), first, such unused portion shall be applied ratably to on the L/C Borrowings last day of such period as provided in this Section 2.10(b). NYDOCS02/1004399.8 AES Sixth Amended and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Restated Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.Agreement
Appears in 1 contract
Mandatory. (i) If The Borrower shall, on the Company or any 90th day following the end of its Subsidiaries Disposes of any property permitted by Section 7.05(f) in excess of $500,000 in the aggregate during the term of this Agreementeach Fiscal Year, which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings and deposit an amount in the L/C Cash Collateral Account in an amount equal to 10050% of the amount of Excess Cash Flow for such Net Cash Proceeds promptly afterFiscal Year. Each such prepayment shall be applied as follows: first, subject to subsection (c) below, ratably to the Term A Facility, the Term B Facility and the Term C Facility and, in each case, ratably to the principal installments thereof, and in second, to the extent that no event later than five Business Days afterTerm Advances remain outstanding, receipt thereof by such Person (such prepayments permanently to be applied reduce the Working Capital Facility as set forth in clauses clause (iv) and (viivi) below).
(ii) Upon The Borrower shall, on the date of receipt of the Net Cash Proceeds by the Parent or any of its Subsidiaries from (A) the sale, lease, transfer or other disposition of any assets of the Parent or any of its Subsidiaries but excluding any sale, lease, transfer or other disposition of assets pursuant to clause (i), (ii) or (iii) of Section 5.02(e), (B) the incurrence or issuance by the Company Parent or any of its Subsidiaries of any Indebtedness Debt (other than Indebtedness expressly any Debt permitted to be incurred or issued pursuant to by Section 7.035.02(b) as of the date hereof), (C) the Borrowers shall prepay an aggregate principal amount sale or issuance by the Parent or any of Loans equal to 100% its Subsidiaries of all Net Cash Proceeds received therefrom promptly afterany Equity Interests (including, and in no event later than five Business Days afterwithout limitation, receipt thereof by of any capital contribution, but excluding any such proceeds that are applied to redeem or repay the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (ivCRESTS) and (viD) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company Parent or any of its Subsidiaries, Subsidiaries and not otherwise included in clause (A), (B) or (C) above, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings and deposit an amount in the L/C Cash Collateral Account in an amount equal to (x) in the case of Net Cash Proceeds received pursuant to clause (A), (B) or (D) above, the amount of such Net Cash Proceeds and (y) in the case of Net Cash Proceeds received pursuant to clause (C) above, 50% of the amount of such Net Cash Proceeds. To the extent Net Cash Proceeds are not required to be applied pursuant to this Section 2.06(b)(ii) as a result of the last proviso of the definition of "Net Cash Proceeds", then the remaining portion of such Net Cash Proceeds not reinvested in the business of the Parent and its Subsidiaries as required by the last proviso of the definition of "Net Cash Proceeds" by the last day of such applicable period shall be applied to the prepayment of the Advances on such last day as otherwise required by this Section 2.06(b)(ii). Each such prepayment which is made shall be applied as follows: first, subject to subsection (c) below, ratably to the Term A Facility, the Term C Facility and the Term C Facility and, in each case, ratably to the principal installments thereof, and second, to the extent that no Term Advances remain outstanding, permanently to reduce the Working Capital Facility as set forth in clause (vi) below.
(iii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Working Capital Advances comprising part of the same Borrowings and the Letter of Credit Advances and deposit an amount in the L/C Cash Collateral Account in an amount equal to the amount by which (A) the sum of the aggregate principal amount of (x) the Working Capital Advances, (y) the Letter of Credit Advances and (z) the Swing Line Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Working Capital Facility on such Business Day.
(iv) The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day.
(v) The Borrower shall pay to the Administrative Agent, on the first day of each Clean-Down Period, an amount equal to the amount by which the aggregate principal amount of the Working Capital Advances, the Letter of Credit Advances and the Swing Line Advances plus the aggregate Available Amount of outstanding Letters of Credit exceeds $35,000,000, first to be applied to prepay the Working Capital Advances and the Letter of Credit Advances and second to be deposited in the L/C Cash Collateral Account.
(vi) Prepayments of the Working Capital Facility made pursuant to clause (i), (ii), (iii) or (v) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding until such Advances are paid in full, third applied to prepay Working Capital Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full and fourth deposited in the L/C Cash Collateral Account to cash collateralize 100% of the Available Amount of the Letters of Credit then outstanding; and, in the case of prepayments of the Working Capital Facility required pursuant to clause (i) or (ii) of this Section 2.05(b)above, the Borrowers shall prepay an aggregate principal amount remaining (if any) after the prepayment in full of Loans equal to the Advances then outstanding and the 100% cash collateralization of all Net Cash Proceeds received therefrom promptly afterthe aggregate Available Amount of Letters of Credit then outstanding (the sum of such prepayment amounts, cash collateralization amounts and in no event later than five Business Days after, receipt thereof remaining amount being referred to herein as the "Reduction Amount") may be retained by the Company or such Subsidiary (such prepayments to Borrower and the Working Capital Facility shall be applied permanently reduced as set forth in clauses (iv) and (vi) belowSection 2.05(b)(iv).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the for which funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse are on deposit in the L/C Issuer Cash Collateral Account, such funds shall be applied to reimburse the relevant Issuing Bank or the Revolving Credit Working Capital Lenders, as applicable.
(vii) All prepayments under this subsection (b) shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid.
Appears in 1 contract
Mandatory. (i) Beginning with the fiscal year ending December 31, 2018, within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to (I) the excess (if any) of the ECF Percentage of Excess Cash Flow for the fiscal year covered by such financial statements over (II) (x) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) (such prepayments to be applied as set forth in clauses (vi) and (ix) below) and (y) the aggregate principal amount of Revolving Credit Loans prepaid pursuant to Section 2.05(a)(i) and accompanied by a permanent reduction in the Revolving Credit Commitment equal to the amount of such prepayment pursuant to Section 2.06(a);
(ii) If the Company any Loan Party or any of its Subsidiaries Disposes of any property pursuant to Section 7.05(f) or (p) or pursuant to a transaction not otherwise permitted by Section 7.05(f) in excess of $500,000 in the aggregate during the term of this Agreement, 7.05 which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $1,000,000 in any fiscal year, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than within five (5) Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses (ivvi) and (viiix) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within two hundred seventy (270) days after the receipt of such Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within ninety (90) days after the expiration of such two hundred seventy- (270-) day period), such purchase shall have been consummated (as certified by the Borrowers in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(iiiii) [Intentionally Omitted].
(iv) Upon the incurrence or issuance by the Company any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (ivvi) and (viix) below).
(iiiv) Upon any Extraordinary Casualty/Condemnation Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company any Loan Party or any of its Subsidiaries, and not otherwise included in clause (iii), (iii) or (iiiv) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds in excess of $1,000,000 in any fiscal year received therefrom promptly after, and in no event later than within five (5) Business Days after, after receipt thereof by the Company such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (ivvi) and (viix) below); provided, however, that with respect to any proceeds of a Casualty/Condemnation Receipt, at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Borrowers shall not be required to prepay Loans hereunder in respect of such Net Cash Proceeds to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in assets used or useful in the business of such Loan Party or its Subsidiaries within two hundred seventy (270) days after the receipt of such Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within ninety (90) days after the expiration of such two hundred seventy- (270-) day period); and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v).
(ivvi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the next four (4) principal repayment installments of under the Term Loans A Facility in direct order of maturity, second, to the remaining principal repayment installments under the Term A Facility (other than the final scheduled installment due on the Maturity Date) on a pro-pro rata basis and, secondthird, to the Revolving Credit Facility in the manner set forth in clause (viix) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(vvii) Notwithstanding any other provisions of this Section 2.05(b), (i) to the extent that any of or all the Net Cash Proceeds of any Asset Sale by a Non-Guarantor Subsidiary (a “Non-Guarantor Disposition”), the Net Cash Proceeds of any Casualty/Condemnation Receipt from a Non-Guarantor Subsidiary (a “Non-Guarantor Recovery Event”), or Excess Cash Flow attributable to any Non-Guarantor Subsidiary is prohibited or delayed by applicable local law from being repatriated to the applicable Borrowers, an amount equal to the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to prepay Loans and, instead, such amounts may be retained so long, but only so long, as the applicable local law will not permit repatriation to the applicable Borrowers (the Borrowers hereby agree to cause the applicable Non-Guarantor Subsidiary to use commercially reasonable efforts to take actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, an amount equal to such Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two (2) Business Days after such repatriation) be offered to be applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Loans pursuant to this Section 2.05(b) to the extent provided herein and (ii) to the extent that the Borrowers have determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Non-Guarantor Disposition, any Non-Guarantor Recovery Event or attributed Excess Cash Flow would have a material adverse tax cost consequence (after Holdings, the Borrowers and/or the applicable Non-Guarantor Subsidiary have used commercially reasonable efforts to take actions to reduce such tax consequences and after taking into account available foreign tax credits) with respect to such Net Cash Proceeds or Excess Cash Flow, an amount equal to the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Non-Guarantor Subsidiary, provided that, in the case of this clause (ii) on or before that date on which any such Net Cash Proceed or Excess Cash Flow so retained would otherwise have been required to be applied to prepayments pursuant to Section 2.05, the Borrowers may apply an amount equal to such Net Cash Proceeds or Excess Cash Flow to such prepayments as if such Net Cash Proceeds or Excess Cash Flow has been received by the Borrowers (net of additional taxes that would be payable had such amounts actually been repatriated).
(viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments Facility at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(viix) Except as otherwise provided in Section 2.17, prepayments Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit LoansLoans (without a corresponding reduction of the Revolving Credit Commitments), and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral AmountObligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash CollateralParty) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(x) Upon the receipt by any Loan Party of the proceeds of any Specified Equity Contribution pursuant to Section 8.04, such Loan Party shall promptly prepay the Term Loans with such proceeds which will be applied in accordance with Section 2.05(a)(i).
Appears in 1 contract
Mandatory. (i) If the Company Holdings or any of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(fSections 7.05(a) in excess of $500,000 through (i) and (l), (m) and (n)) which in the aggregate during the term of this Agreement, which results in the realization by Holdings or such Person Subsidiary of Net Cash ProceedsProceeds (determined as of the date of such Disposition, whether or not such Net Cash Proceeds are then received by Holdings or such Subsidiary), in excess of the lesser of $15,000,000 and 10% of Consolidated Net Tangible Assets (as defined in the New Subordinated Notes Indenture), determined as of the last day of the most recent fiscal quarter for which a consolidated balance sheet of Holdings and its Subsidiaries has been prepared, in any fiscal year, the Borrowers Borrower shall prepay prepay, within 180 days of the date of the subject Disposition, an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom (or, in the case of a Disposition permitted by Section 7.05(k), 50% of the first $200,000,000 of Net Cash Proceeds therefrom and 100% of all Net Cash Proceeds in excess of $200,000,000 received therefrom); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i) (other than Dispositions pursuant to Section 7.05(k)), at the option of the Borrower, and as an alternative to the prepayment requirement set forth in this Section 2.05(b)(i), Holdings or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments fixed or capital assets to be applied used in the business of the Borrower and its Subsidiaries so long as set forth in clauses (iv) and (vii) below)such Net Cash Proceeds are used or committed to be so used within 12 months after the Disposition giving rise to the obligations under this Section 2.05.
(ii) Upon the incurrence or issuance by the Company Holdings or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, on the date of receipt thereof by the Company Holdings or such Subsidiary if received prior to 11:00 a.m. on a Business Day and otherwise on the next Business Day; provided that this provision shall only apply to Indebtedness of Holdings that is of the type described in clause (such prepayments to be applied as set forth a) of the definition of "Indebtedness" and exceeds $25,000,000 in clauses (iv) and (vi) below)the aggregate outstanding at any time.
(iii) Upon Within 30 days after any Extraordinary Receipt in excess Disposition (including by way of $1,000,000 for each fiscal year received merger or consolidation) by or paid to or for the account of the Company a Loan Party or any of its their respective Subsidiaries of any of the Equity Interests in any such Loan Party's Subsidiaries to a Person other than a Loan Party or any of their respective Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all the Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or of such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below)Disposition.
(iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans and Swing Line Loans and Unreimbursed Amounts and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time.
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, ratably to each of the Term A Facility and the Term B Facility (subject to Section 2.05(c)) and to the principal repayment installments of the Term Loans thereof on a pro-pro rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If the Company Upon any sale, transfer or other disposition of any Assets by AYE or any of its Subsidiaries Disposes of any property permitted by Section 7.05(f) in excess of $500,000 in the aggregate during the term of this AgreementRegulated Subsidiary, which results in the realization by such Person of Net Cash Proceeds, the Borrowers AYE shall prepay an aggregate principal amount of Loans the Advances equal to 10075% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iv) and (vii) below).
(ii) Upon the incurrence or issuance by the Company or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, upon receipt thereof by the Company AYE or such Regulated Subsidiary; provided that the foregoing shall not apply to (i) any sale, transfer or other disposition of any Asset of AYE or any Regulated Subsidiary permitted under Sections 5.02(e)(i) through 5.02(e)(v), 5.02(e)(vii), 5.02(e)(viii), 5.02(e)(x) or 5.02(e)(xiii), (such prepayments to be applied as set forth ii) any sale, transfer or other disposition of Equity Interests in, or Assets of, Mountaineer Gas and, if sold, transferred or otherwise disposed of in clauses (iv) and (vi) below).
the same transaction involving the sale, transfer or other disposition of Equity Interests in, or Assets of, Mountaineer Gas, certain other natural gas distribution Assets owned by MPC, (iii) Upon any Extraordinary Receipt in excess issuance of $1,000,000 for each fiscal year received any Equity Interest (including any capital contribution) by or paid to or for the account of the Company AYE or any of its Subsidiaries, and not otherwise included in clause (iRegulated Subsidiaries permitted under Sections 5.02(e)(xi) or (ii) of this Section 2.05(b5.02(e)(xii), or (iv) any sale, transfer or other disposition of Assets of less than $2,000,000 individually or $10,000,000 in the Borrowers aggregate in any fiscal year; provided, further, notwithstanding the foregoing, AYE and its Regulated Subsidiaries shall prepay be entitled to retain the first $100,000,000 of Net Cash Proceeds from any other sale, transfer or other disposition in respect of any of the Assets of AYE or its Regulated Subsidiaries received by AYE and its Regulated Subsidiaries in the aggregate plus an amount equal to (A) the aggregate principal amount of Loans equal the Term Facility optionally prepaid by AYE pursuant to 100% Section 2.06(a) and (B) the aggregate amount of any optional prepayment of the Revolving Facility pursuant to Section 2.06(a) (if and to the extent the Revolving Commitments are terminated by AYE concurrently with such prepayment by AYE pursuant to Section 2.05(a)), in the case of clauses (A) and (B) above, so long as such prepayment was funded with the proceeds of any sale, transfer or other disposition of any Asset by AYE or any Regulated Subsidiary not otherwise required to be applied to mandatorily prepay the Advances in accordance with this Section 2.06(b), and shall not be required to repay Term Advances, L/C Borrowings or Revolving Advances or Cash Collateralize L/C Obligations pursuant to this Section 2.06(b) with such proceeds. Prepayments pursuant to this Section 2.06(b) shall be applied first, to repay Term Advances outstanding at such time until all such Term Advances are paid in full or, if the Net Cash Proceeds received therefrom promptly afterarising from such sale, and in no event later than five Business Days after, receipt thereof by the Company transfer or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment other disposition of Loans pursuant Assets occurs prior to the foregoing provisions of this Section 2.05(b) shall be applied, firstTerm Borrowing, to the principal repayment installments of permanently reduce the Term Loans on a pro-rata basis andCommitments, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and repay L/C Borrowings and/or Cash Collateralize the outstanding at such time until all such L/C Obligations Borrowings are paid in an aggregate amount equal full, third, to repay Revolving Advances outstanding at such excess; providedtime until all such Revolving Advances are paid in full, howeverfourth, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless(the sum of such prepayment amounts, after cancellation of Term Commitments and Cash Collateralization amounts being the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time"Reduction Amount").
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) If The Borrower shall, on the Company or any 90th day following the end of its Subsidiaries Disposes of any property permitted by Section 7.05(f) in excess of $500,000 in each Fiscal Year commencing with the aggregate during the term of this Agreement2001 Fiscal Year, which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings in an amount equal to 100% the amount of Excess Cash Flow in excess of $10,000,000 for such Net Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by Fiscal Year. Each such Person (such prepayments to prepayment shall be applied as set forth in clauses (iv) ratably to each Facility and (vii) below)to the installments thereof on a pro rata basis.
(ii) Upon The Borrower shall, within two Business Days of receipt of the incurrence or issuance Net Cash Proceeds by the Company Borrower or any of its Subsidiaries from (A) the sale, lease, transfer or other disposition of any Indebtedness assets of the Borrower or any of its Subsidiaries (other than Indebtedness expressly permitted to be incurred leases in the ordinary course of business or issued any sale, lease, transfer or other disposition of assets pursuant to Section 7.03clause (i), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after(ii), and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) or (v) of Section 5.02(e)) and (viB) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company Borrower or any of its Subsidiaries, Subsidiaries and not otherwise included in clause (iA) or (ii) of this Section 2.05(b)above, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments Advances comprising part of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C same Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to the amount of such excess; provided, however, that the Borrowers shall not be required to Net Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the Proceeds. Each such prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to each Facility and to the L/C Borrowings and the Swing Line Loans, second, installments thereof on a pro rata basis.
(iii) All prepayments under this subsection (b) shall be applied ratably made together with accrued interest to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize date of such prepayment on the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableprincipal amount prepaid.
Appears in 1 contract
Sources: Credit Agreement (Itc Deltacom Inc)
Mandatory. (i) If the Company or any of its Subsidiaries Disposes of any property in accordance with and permitted by Section 7.05(f7.02(f) in excess of $500,000 in the aggregate during the term of this Agreement, which results in the realization by such Person of Net Cash Proceeds, the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses clause (iv) and (viib)(iv) below).
(ii) . Upon the incurrence or issuance by the Company or any of its Subsidiaries of any unsecured Indebtedness (other than and/or Indebtedness expressly permitted that is junior to be the Indebtedness incurred or issued hereunder, in each case pursuant to Section 7.03)a capital markets transaction or any substitutions thereof, after the Amendment No. 3 Closing Date, the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses clause (iv) and (vib)(iv) below).
(iii) . Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received the sale or issuance by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included Subsidiaries of any of its Capital Stock after the Amendment No. 3 Closing Date (other than any sale or issuance of Capital Stock in clause (i) or (ii) of this Section 2.05(bconnection with employee benefit arrangements), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses clause (iv) and (vib)(iv) below).
(iv) . Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b2.03(b) shall be appliedapplied (x) in the case of an at-the-market (ATM) offering pursuant to clause (b)(iii) above, firston the last day of each March, June, September and December and (y) in all other cases, promptly (but in any event within 30 days upon such receipt of proceeds), and on a pro rata basis based on outstanding balances under each of this Agreement, the Existing 2013 Revolving Credit Agreement, the Existing 2015 Revolving Credit Agreement and the Note Purchase Agreements, in each case, as of the last day of the fiscal quarter immediately preceding such Disposition or incurrence of Indebtedness or issuance of Capital Stock, as applicable, to prepay (A) Loans hereunder, on the principal repayment installments one hand, and (B) certain outstanding amounts owing under the NPA Notes, on the other hand, in each case, it being agreed and understood that any portion of such proceeds offered to, but declined by, the holders of the Term Loans on a pro-rata basis and, second, NPA Notes (after giving effect to all offers of such proceeds to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect other holders of the relevant Facilities.
(vNPA Notes) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableprepay Loans hereunder.
Appears in 1 contract
Mandatory. (i) Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the delivery of the financial statements for the fiscal year in which the Closing Date occurs) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall prepay an aggregate principal amount of the Facilities equal to the excess (if any) of (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow for the ECF Period then ended over (B) the sum of (1) the aggregate principal amount of Term Loans voluntarily prepaid pursuant to Section 2.05(a)(i) during such ECF Period and (2) solely to the extent the amount of the Revolving Credit Commitments are reduced pursuant to Section 2.06 in connection therewith (and solely to the extent of the amount of such reduction), the aggregate principal amount of Revolving Credit Loans voluntarily prepaid pursuant to Section 2.05(a)(i) during such ECF Period (such prepayments to be applied as set forth in clause (iv) below); provided that (A) the ECF Percentage shall be 25% if the Consolidated Leverage Ratio as at the end of the ECF Period covered by such financial statements is less than or equal to 2.75:1.00 and greater than 2.00:1.00 and (B) the ECF Percentage shall be 0% if the Consolidated Leverage Ratio as at the end of the ECF Period covered by such financial statements is less than or equal to 2.00:1.00.
(ii) If (A) the Company Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(f7.05 (other than clause (h) in excess of $500,000 in the aggregate during the term of this Agreementthereof)) or (B) any Casualty Event occurs, which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall Borrower shall, within five Business Days of receipt of such Net Cash Proceeds, prepay an aggregate principal amount of Loans the Facilities equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses clause (iv) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or a Casualty Event described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the fifth Business Day after the date of receipt of such Net Cash Proceeds), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in any Permitted Acquisitions or in capital assets useful for its business within (viix) below12 months after the receipt of such Net Cash Proceeds or (y) if the Borrower or the relevant Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within 12 months of the receipt thereof, within six months of the date of such legally binding commitment; and provided further, however, that any Net Cash Proceeds not so reinvested (or no longer intended to be so reinvested) shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(iiiii) Upon the incurrence or issuance by the Company Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02 (other than clause (s) thereof)), the Borrowers Borrower shall prepay an aggregate principal amount of Loans the Facilities equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses clause (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be appliedapplied first to repay the Term Facility, first, and to the scheduled principal repayment installments in direct order of maturity to the Term Loans next four principal repayment installments thereof and thereafter to the remaining scheduled principal repayment installments on a pro-pro rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b) (without reduction of commitments). Subject Each such prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities3.05.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments Facility at such time, the Borrowers Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment excess (without reduction of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such timecommitments).
(vi) Except as otherwise provided in Section 2.17, prepayments Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral AmountObligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers Borrower or any other Loan Party or any Defaulting Lender that has provided Cash CollateralParty) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (MSCI Inc.)
Mandatory. (i) If the Company Borrower or any of its Subsidiaries Disposes of any property permitted by (other than a Disposition pursuant to Section 7.05(f7.05(b) in excess of $500,000 in the aggregate during the term of this Agreement, or (d)) which results in the realization by such Person of Net Cash Proceeds, the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by the Borrower or promptly after, and in no event later than five Business Days after, upon receipt thereof by such Person Subsidiary (and, in any event, within five (5) Business Days), as the case may be, (such prepayments to be applied as set forth in clauses Section 2.03(c)); provided, however, that, such Net Cash Proceeds shall not be required to be so applied until the aggregate amount of Net Cash Proceeds derived from all such Dispositions is equal to or greater than US$10,000,000 (iv) and (vii) belowor its equivalent in any other currency).
(ii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests, including the issuance of any Equity Interest upon the conversion or exchange of any security constituting debt that is convertible or exchangeable, or is being converted or exchanged, for Equity Interests, the Borrower shall prepay an aggregate principal amount of Loans equal to 75% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in Section 2.03(c)).
(iii) Upon the incurrence or issuance by the Company Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02 and the Colombian Peso Takeout Facility), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company Borrower or promptly upon receipt thereof by such Subsidiary (and, in any event, within five (5) Business Days), as the case may be, (such prepayments to be applied as set forth in clauses (iv) and (vi) belowSection 2.03(c)).
(iiiiv) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received the incurrence or issuance by or paid to or for the account of the Company Borrower or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) Subsidiaries of this Section 2.05(b)the Colombian Peso Takeout Facility, the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) belowclause Section 2.03(c).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If Upon any Extraordinary Receipts received by or paid to or for the account of the Borrower or any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such timeof its Subsidiaries, and not otherwise included in clauses (i), (ii) or (iv) of this Section 2.03(b), the Borrowers Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Loans equal to 100% of all such excessExtraordinary Receipts received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in Section 2.03(c)); provided, however, that the Borrowers that, such Extraordinary Receipts shall not be required to Cash Collateralize be so applied until the L/C Obligations aggregate amount of all Extraordinary Receipts is equal to or greater than US$10,000,000 (or its equivalent in any other currency) or if any such Extraordinary Receipts have been reinvested within twelve (12) months of receipt thereof in long-term productive assets of the general type used in the business of the Loan Parties (or for which a binding written commitment to reinvest in long-term productive assets within twelve (12) months of the date of such commitment has been entered into within the four-month period following such Extraordinary Receipts). The Borrower shall deliver a certificate signed by a Responsible Officer to the Administrative Agent if it elects to apply Extraordinary Receipts to be reinvested, setting forth in reasonable detail the proposed uses of such Extraordinary Receipts. Notwithstanding anything else herein to the contrary, if any prepayment of Loans, other than a prepayment under Section 2.03(b)(ii), would cause the outstanding principal amount of the Loans to be less than $300,000,000, the Borrower shall concurrently with such prepayment, prepay the entire principal amount of Loans then outstanding. In connection with any prepayment pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans2.03, the Total Revolving Credit Outstandings exceed Borrower shall notify the Aggregate Revolving Credit Commitments at Administrative Agent in writing of such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings event and the Swing Line Loans, second, date of such repayment at least three (3) Business Days prior to such repayment date (which notice shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations provide instructions in the Minimum Collateral Amount. Upon the drawing respect of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied required application under clause (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateralc) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicablebelow).
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Mandatory. (i) If the Company or On any of its Subsidiaries Disposes of any property permitted by Section 7.05(f) in excess of $500,000 date that a Borrowing Base Deficiency exists as stated in the aggregate during Borrowing Base Certificate delivered pursuant to Section 5.2(d) or as notified to the term of this Agreement, Borrower by the Administrative Agent (with such calculation set forth in reasonable detail which results in the realization by such Person of Net Cash Proceedsshall be conclusive absent manifest error), the Borrowers shall Borrower shall, within three (3) Business Days, to the extent of such deficiency, first prepay an aggregate to the Administrative Agent for the benefit of the Swing Line Lender (and the other Lenders, as applicable) the outstanding principal amount of Loans equal the Swing Line Advances, second prepay to 100% the Administrative Agent for the benefit of the Lenders on a pro rata basis the outstanding principal amount of the Revolving Advances and any unpaid amounts of the Letter of Credit Obligations owed to the Lenders; and third make deposits into the Cash Collateral Account to provide cash collateral in the amount of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iv) and (vii) below)excess for the remaining Letter of Credit Exposure.
(ii) Upon the incurrence or issuance occurrence of each Disposition by the Company Borrower or any Restricted Subsidiary (including any Recovery Event but excluding (A) any Recovery Event to the extent a Reinvestment Notice shall be delivered in respect thereto, (B) any Disposition permitted under clauses (b)(i), (c), (d), (e), (f), and (h) of Section 6.8 and (C) any Disposition of cash between or among the Borrower and its Restricted Subsidiaries permitted under clause (k) of Section 6.8), in any case, in excess of $500,000 for any individual transaction and $2,500,000 in the aggregate (or $5,000,000 in the aggregate if Total Commitment is equal to or less than $150,000,000) when taken together with all Dispositions since the Fifth Amendment Effective Date, then on the date of receipt by the Borrower or the applicable Restricted Subsidiary (other than Global Holdings and its Subsidiaries) of the Net Cash Proceeds related thereto, the Advances shall immediately be prepaid by an amount equal to the amount of such Net Cash Proceeds; provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date the Advances shall be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Recovery Event. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 6.8.
(iii) The Borrower shall, within (x) sixty (60) days after the date of a Debt Incurrence of New Notes or (y) thirty (30) days after the date of each other Debt Incurrence, prepay the Advances by an amount equal to 75% of the Debt Incurrence Proceeds that the Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted Global Holdings and its Subsidiaries) receives from each such Debt Incurrence after the Effective Date; provided that, no such mandatory prepayment shall be required with respect to be incurred or issued pursuant Debt Incurrence Proceeds of New Notes to Section 7.03)the extent that such Debt Incurrence Proceeds are actually applied within sixty (60) days after the date of such Debt Incurrence to refinance Existing Notes.
(iv) On the last Business Day of each week, if the Consolidated Cash Balance Amount at the end the immediately preceding Business Day (excluding any outstanding checks) exceeds the Consolidated Cash Balance Threshold, the Borrowers shall Borrower shall, to the extent of such excess, first prepay an aggregate the outstanding principal amount of Loans the Swing Line Advances until such Advances are repaid in full, and second prepay the outstanding principal amount of the Revolving Advances until such Advances are repaid in full.
(v) Upon the occurrence of each Equity Issuance, the Borrower agrees to make a mandatory prepayment of the Advances by an amount equal to 100% of all Net Cash the Equity Issuance Proceeds received therefrom promptly after, and in no event not later than five one Business Days after, Day following the receipt thereof by the Company or of such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below)proceeds.
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
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Mandatory. Subject to the repayment in full of all outstanding First Lien Obligations and the termination or satisfactory cash collateralization of all commitments and letters of credit issued in respect of the First Lien Credit Agreement (unless such repayment obligation is waived by the requisite lenders party thereto or otherwise permitted thereunder, in each case in accordance with its terms) and without premium or penalty, except for the Call Premium, if any,
(i) If within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the Company related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 50.0% of Excess Cash Flow for the fiscal year covered by such financial statements; provided that such percentage shall be reduced to 25.0% of Excess Cash Flow if, and for so long as, the Consolidated Leverage Ratio as of the last day of such fiscal year is less than 3.50:1.00;
(ii) if Holdings or any of its Subsidiaries Disposes of any property properties or assets (other than any Disposition of any properties or assets permitted by Section 7.05(f▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇)(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) and (p)) which in the aggregate results in the realization by Holdings and its Subsidiaries during any fiscal year of Net Cash Proceeds (determined as of the date of receipt) in excess of $500,000 10,000,000 in the aggregate during (excluding any amount thereof to the term of this Agreement, which results in extent reinvested or held for reinvestment pursuant to the realization by such Person of Net Cash Proceeds, first proviso below and subject to the Borrowers second proviso) the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of the amount of all such Net Cash Proceeds promptly after, and (but in no event later than five any case within ten Business Days after, Days) after receipt thereof by Holdings or such Person Subsidiary; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition permitted by Section 7.05(b)(ii), (f), (h), (j), (l) and (n) through (o), at the option of the Borrower (as elected by the Borrower in writing to the Administrative Agent within 10 Business Days of such prepayments Disposition), and so long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest all or any portion of such Net Cash Proceeds in operating assets of the Borrower or any Subsidiary Guarantor, so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated and paid in cash (as certified by the Borrower in writing to the Administrative Agent); provided further, however, that any Net Cash Proceeds not so reinvested within such period shall be immediately thereafter applied to the prepayment of the Term Loans as set forth in clauses this Section 2.05; and provided, still further, that notwithstanding the foregoing, to the extent that the Borrower has requested, pursuant to Section 2.05(b)(ii) of the First Lien Credit Agreement, that any Net Cash Proceeds from any Permitted Sale and Leaseback Transaction be used to prepay the Facility, the Borrower shall, so long as (x) before and after giving effect to such prepayment no “Default” or “Event of Default” (under and as defined in the First Lien Credit Agreement) shall have occurred and be continuing and (y) on the date of such prepayment, after giving pro forma effect thereto, the Consolidated Leverage Ratio shall be less than 5.00:1.00, apply such Net Cash Proceeds to prepay the Facility (it being understood that to the extent the conditions set forth in subclause (x) and subclause (y) shall not be fulfilled, the Net Cash Proceeds from any Permitted Sale and Leaseback Transaction shall be used to prepay any loans outstanding under the First Lien Credit Agreement in accordance therewith);
(iii) within five Business Days of the sale by Holdings or any of its Subsidiaries of capital stock or other Equity Interests (other than the sale of such capital stock or other Equity Interests pursuant to Section 7.06(f) and other than as provided for in clause (ii) above), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 50.0% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by Holdings or such Subsidiary; provided that such percentage shall be reduced to 25.0% of such Net Cash Proceeds if, and for so long as, the Consolidated Leverage Ratio as of the last day of the most recently completed Measurement Period is less than 3.50:1.00;
(iv) and (vii) below).
(ii) Upon within five Business Days after the incurrence or issuance by the Company Holdings or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02(a)(A), (a)(B), (b)(A), (b)(B), (b)(C), (b)(D), (b)(E), (b)(F), (b)(G), (b)(H), (b)(I), (b)(J), (b)(K), (b)(L) or (b)(M)) in excess of $5,000,000 per fiscal year, the Borrowers Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than immediately upon receipt thereof by Holdings or such Subsidiary; and
(v) within five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iii) Upon of any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company Holdings or any of its Subsidiaries, Subsidiaries and not otherwise included in clause (iii), (iii) or (iiiv) of this Section 2.05(b), the Borrowers Borrower shall prepay an aggregate principal amount of Term Loans equal to 100100.0% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company Holdings or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below)Subsidiary.
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
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Mandatory. (a) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(1) and the related Compliance Certificate has been delivered pursuant to Section 6.02(1), solely with respect to any fiscal year (commencing no earlier than the fiscal year ending December 31, 2020) for which the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was greater than 4.75 to 1.00, the Borrower shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or cause to be prepaid, an aggregate principal amount of Term Loans (the “ECF Payment Amount”) equal to 25% (such percentage as it may be adjusted as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus the sum of all voluntary prepayments of
(i) Term Loans made pursuant to Sections 2.05(1)(a) and 2.05(1)(e) (in an amount, in the case of prepayments pursuant to Section 2.05(1)(e), equal to the discounted amount actually paid in respect of the principal amount of such Term Loans and only to the extent that such Loans have been cancelled),
(ii) Credit Agreement Refinancing Indebtedness, Permitted Incremental Equivalent Debt, and any other Indebtedness in the form of notes or term loans, in each case to the extent secured in whole or in part on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies) and
(iii) Revolving Loans and loans under any other revolving facility that is secured, in whole or in part, on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies) (in each case of this clause (iii) (and with respect to any revolving facility under clause (ii) above), to the extent accompanied by a permanent reduction in the corresponding Revolving Commitments or other revolving commitments), in the case of each of the immediately preceding clauses (i), (ii) and (iii), made during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(2)(a) for any prior fiscal year) or after the fiscal year-end but prior to the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of such fiscal year and in each case to the extent such prepayments are not funded with the proceeds of Funded Debt (other than any Indebtedness under a Revolving Facility or any other revolving credit facilities); provided that (x) a prepayment of Term Loans pursuant to this 2.05(2)(a) in respect of any fiscal year shall only be required in the amount (if any) by which the ECF Payment Amount for such fiscal year exceeds $10,000,000 and (y) the ECF Percentage shall be 50% if the First Lien Net Leverage Ratio as of the last day of such fiscal year covered by such financial statements exceeds 5.00 to 1.00; provided further that:
(A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge Other Applicable Indebtedness with Other Applicable ECF pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such portion of Excess Cash Flow otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(a) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(a) shall be reduced accordingly (provided that the portion of such Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable ECF required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Excess Cash Flow shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a)); and
(B) to the extent the lenders or holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of Excess Cash Flow, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a).
(i) If (x) the Company Borrower or any of its Subsidiaries Disposes of Restricted Subsidiary makes an Asset Sale or (y) any property permitted by Section 7.05(f) in excess of $500,000 in the aggregate during the term of this AgreementCasualty Event occurs, which results in the realization or receipt by the Borrower or such Person Restricted Subsidiary of Net Cash Proceeds, the Borrowers Borrower shall prepay prepay, or cause to be prepaid, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds, subject to clause (ii) of this Section 2.05(2)(b) and clauses (2)(g) and (h) of this Section 2.05, an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Net Proceeds Percentage”) of all Net Proceeds realized or received; provided that no prepayment shall be required pursuant to this Section 2.05(2)(b)(i) with respect to such portion of such Net Cash Proceeds promptly afterthat the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest (or entered into a binding commitment to reinvest) in accordance with Section 2.05(2)(b)(ii); provided further that (x) the Net Proceeds Percentage shall be 50% if the First Lien Net Leverage Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 3.75 to 1.00 and greater than 3.25 to 1.00 and (y) the Net Proceeds Percentage shall be 25% if the First Lien Net Leverage Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 3.25 to 1.00; provided further that
(A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge any Other Applicable Indebtedness with Other Applicable Net Proceeds pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such Net Proceeds otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(b)(i) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time), to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(b)(i) shall be reduced accordingly (provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Net Proceeds shall be allocated to the Term Loans to the extent required in no accordance with the terms of this Section 2.05(2)(b)(i));
(B) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of such Net Proceeds, the declined amount shall promptly (and in any event later than five within ten (10) Business Days after, receipt thereof by after the date of such Person (such prepayments to rejection) be applied as set forth to prepay the Term Loans to the extent required in clauses (iv) and (vii) belowaccordance with the terms of this Section 2.05(2)(b)(i).
(ii) Upon the incurrence With respect to any Net Proceeds realized or issuance by the Company received with respect to any Asset Sale or any Casualty Event, the Borrower or any Restricted Subsidiary, at its option, may reinvest all or any portion of its Subsidiaries such Net Proceeds in assets useful for their business within (x) eighteen (18) months following receipt of such Net Proceeds or (y) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Proceeds within eighteen (18) months following receipt thereof, within the later of (A) eighteen (18) months following receipt thereof and (B) one hundred eighty (180) days of the date of such legally binding commitment; provided that the Borrower may elect to deem expenditures that otherwise would be permissible reinvestments that occur prior to receipt of such Net Proceeds to have been reinvested in accordance with the provisions of this Section 2.05(2)(b)(ii) (it being understood that such deemed expenditures shall have been made no earlier than the earliest of notice to the Administrative Agent, execution of a definitive agreement for such Asset Sale and consummation of such Asset Sale or Casualty Event); provided further that if any Net Proceeds are no longer intended to be or cannot be so reinvested at any time after such reinvestment election, and subject to clauses (g) and (h) of this Section 2.05(2), an amount equal to any such Net Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05.
(c) [Reserved].
(d) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness (other than Indebtedness i) not expressly permitted to be incurred or issued pursuant to Section 7.037.02 or (ii) that constitutes Other Loans or Credit Agreement Refinancing Indebtedness, in each case, incurred or issued to refinance any Class (or Classes) of Term Loans resulting in Net Proceeds (as opposed to such Credit Agreement Refinancing Indebtedness or Other Loans arising out of an exchange of existing Term Loans for such Credit Agreement Refinancing Indebtedness or Other Loans), the Borrowers Borrower shall prepay prepay, or cause to be prepaid, an aggregate principal amount of Term Loans of any Class or Classes (in each case, as directed by the Borrower) equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than on or prior to the date which is five (5) Business Days after, after the receipt thereof by the Company Borrower or such Restricted Subsidiary (of such prepayments to be applied as set forth in clauses (iv) and (vi) below)Net Proceeds.
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided set forth in Section 2.17any Refinancing Amendment, prepayments Extension Amendment, Incremental Amendment or an amendment in respect of the Revolving Credit Facility made pursuant to this Section 2.05(bReplacement Loans, each prepayment of Term Loans required by Sections 2.05(2)(a), first(b) and (d)(i) shall be allocated to any Class of Term Loans outstanding as directed by the Borrower, shall be applied ratably pro rata to the L/C Borrowings and the Swing Line Term Lenders within such Class of Term Loans, second, based upon the outstanding principal amounts owing to each such Term Lender under such Class of Term Loans and shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the reduce such remaining L/C Obligations scheduled installments of principal within such Class of Term Loans in the Minimum Collateral Amount. Upon the drawing direct order of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has maturity; provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.that
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Mandatory. (a) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(1) and the related Compliance Certificate has been delivered pursuant to Section 6.02(1), commencing with the delivery of financial statements for the fiscal year ended December 31, 2022, the Borrower shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or cause to be prepaid, an aggregate principal amount of Term Loans (the “ECF Payment Amount”) equal to 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus the sum of all voluntary prepayments of
(i) Term Loans made pursuant to Sections 2.05(1)(a) and 2.05(1)(e) (in an amount, in the case of prepayments pursuant to Section 2.05(1)(e), equal to the discounted amount actually paid in respect of the principal amount of such Term Loans and only to the extent that such Loans have been cancelled),
(ii) Credit Agreement Refinancing Indebtedness and Permitted Incremental Equivalent Debt, in each case to the extent secured in whole or in part on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies) and
(iii) Revolving Loans and loans under any other revolving facility that is secured, in whole or in part, on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies) (in each case of this clause (iii) (and with respect to any revolving facility under clause (ii) above), to the extent accompanied by a permanent reduction in the corresponding Revolving Commitments or other revolving commitments), in the case of each of the immediately preceding clauses (i), (ii) and (iii), made during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(2)(a) for any prior fiscal year) or after the fiscal year-end but prior to the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of such fiscal year and in each case to the extent such prepayments are not funded with the proceeds of Funded Debt (other than any Indebtedness under a Revolving Facility or any other revolving credit facilities); provided that (w) a prepayment of Term Loans pursuant to this 2.05(2)(a) in respect of any fiscal year shall only be required in the amount (if any) by which the ECF Payment Amount for such fiscal year exceeds $10.0 million, (x) the ECF Percentage shall be 25% if the Secured Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than 4.75 to 1.00 and greater than or equal to 4.50 to 1.00 and (y) the ECF Percentage shall be 0% if the Secured Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than 4.50 to 1.00; provided further that:
(A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge Other Applicable Indebtedness with Other Applicable ECF pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such portion of Excess Cash Flow otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(a) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(a) shall be reduced accordingly (provided that the portion of such Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable ECF required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Excess Cash Flow shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a)); and
(B) to the extent the lenders or holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of Excess Cash Flow, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a).
(i) If (x) the Company Borrower or any of its Subsidiaries Disposes of Restricted Subsidiary makes an Asset Sale or (y) any property permitted by Section 7.05(f) in excess of $500,000 in the aggregate during the term of this AgreementCasualty Event occurs, which results in the realization or receipt by the Borrower or such Person Restricted Subsidiary of Net Cash Proceeds, the Borrowers Borrower shall prepay prepay, or cause to be prepaid, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds, subject to clause (ii) of this Section 2.05(2)(b) and clauses (2)(g) and (h) of this Section 2.05, an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Asset Sale Percentage”) of all Net Proceeds realized or received; provided that (x) the Asset Sale Percentage shall be 50% if the Secured Net Leverage Ratio as of the most recently ended Test Period (calculated on a pro forma basis for such Asset Sale or Casualty Event and such prepayment) is less than 4.75 to 1.00 and greater than or equal to 4.25 to 1.00 and (y) the Asset Sale Percentage shall be 0% if the Secured Net Leverage Ratio as of the end of the most recently ended Test Period (calculated on a pro forma basis for such Asset Sale or Casualty Event and such prepayment) is less than 4.25 to 1.00; provided further that no prepayment shall be required pursuant to this Section 2.05(2)(b)(i) with respect to such portion of such Net Cash Proceeds promptly afterthat the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest (or entered into a binding commitment to reinvest) in accordance with Section 2.05(2)(b)(ii); provided further that
(A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge any Other Applicable Indebtedness with Other Applicable Net Proceeds pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such Net Proceeds otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(b)(i) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time), to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(b)(i) shall be reduced accordingly (provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Net Proceeds shall be allocated to the Term Loans to the extent required in no accordance with the terms of this Section 2.05(2)(b)(i));
(B) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of such Net Proceeds, the declined amount shall promptly (and in any event later than five within ten (10) Business Days after, receipt thereof by after the date of such Person (such prepayments to rejection) be applied as set forth to prepay the Term Loans to the extent required in clauses (iv) and (vii) belowaccordance with the terms of this Section 2.05(2)(b)(i).
(ii) Upon the incurrence With respect to any Net Proceeds realized or issuance by the Company received with respect to any Asset Sale or any Casualty Event, the Borrower or any Restricted Subsidiary, at its option, may reinvest all or any portion of its Subsidiaries such Net Proceeds in assets useful for their business (which shall include any Permitted Investment pursuant to clause 3(a), (5) or (8)) within (x) twelve (12) months following receipt of such Net Proceeds or (y) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Proceeds within twelve (12) months following receipt thereof, within the later of (A) twelve (12) months following receipt thereof and (B) one hundred eighty (180) days of the date of such legally binding commitment; provided that if any Net Proceeds are no longer intended to be or cannot be so reinvested at any time after such reinvestment election, and subject to clauses (g) and (h) of this Section 2.05(2), an amount equal to any such Net Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05.
(c) [Reserved].
(d) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness (other than Indebtedness i) not expressly permitted to be incurred or issued pursuant to Section 7.037.02 or (ii) that constitutes Other Loans or Credit Agreement Refinancing Indebtedness, in each case, incurred or issued to refinance any Class (or Classes) of Term Loans resulting in Net Proceeds (as opposed to such Credit Agreement Refinancing Indebtedness or Other Loans arising out of an exchange of existing Term Loans for such Credit Agreement Refinancing Indebtedness or Other Loans), the Borrowers Borrower shall prepay prepay, or cause to be prepaid, an aggregate principal amount of Term Loans of any Class or Classes (in each case, as directed by the Borrower) equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than on or prior to the date which is five (5) Business Days after, after the receipt thereof by the Company Borrower or such Restricted Subsidiary (of such prepayments to be applied as set forth in clauses (iv) and (vi) below)Net Proceeds.
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided set forth in Section 2.17any Refinancing Amendment, prepayments Extension Amendment or Incremental Amendment, each prepayment of the Revolving Credit Facility made pursuant to this Section 2.05(bTerm Loans required by Sections 2.05(2)(a), first(b) and (d)(i) shall be allocated to any Class of Term Loans outstanding as directed by the Borrower, shall be applied ratably pro rata to the L/C Borrowings and the Swing Line Term Lenders within such Class of Term Loans, second, based upon the outstanding principal amounts owing to each such Term Lender under such Class of Term Loans and shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the reduce such remaining L/C Obligations scheduled installments of principal within such Class of Term Loans in the Minimum Collateral Amount. Upon the drawing direct order of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has maturity; provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.that
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Mandatory. (a) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(1) and the related Compliance Certificate has been delivered pursuant to Section 6.02(1), commencing with the delivery of financial statements for the fiscal year ended on or about December 29, 2018, the Borrower shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or cause to be prepaid, an aggregate principal amount of Term Loans (the “ECF Payment Amount”) equal to 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus the sum of all voluntary prepayments, repurchase or redemptions of
(i) Term Loans made pursuant to Sections 2.05(1)(a) and 2.05(1)(e) (in an amount, in the case of prepayments pursuant to Section 2.05(1)(e), equal to the discounted amount actually paid in respect of the principal amount of such Term Loans and only to the extent that such Loans have been cancelled); provided that this clause (i) shall not apply to any prepayment of Closing Date Term Loans with the proceeds of, or by the conversion into, Term B Loans,
(ii) Credit Agreement Refinancing Indebtedness, Permitted Incremental Equivalent Debt, and any other Indebtedness in the form of notes or term loans, in each case to the extent secured by the Collateral in whole or in part on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies),
(iii) Revolving Loans and loans under any other revolving facility that is secured, in whole or in part, on a pari passu basis by the Collateral with the First Lien Obligations under this Agreement (but without regard to the control of remedies) (in each case of this clause (iii) (and with respect to any revolving facility under clause (ii) above), to the extent accompanied by a permanent reduction in the corresponding Revolving Commitments or other revolving commitments), and
(iv) Second Lien Term Loans and Permitted Incremental Equivalent Debt (as defined in the Second Lien Credit Agreement) secured by the Collateral, in whole or in part, on a pari passu basis with the Second Lien Term Loans, in the case of each of the immediately preceding clauses (i), (ii), (iii) and (iv), made during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(2)(a) for any prior fiscal year) or after the fiscal year-end but prior to the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of such fiscal year and in each case to the extent such prepayments are not funded with the proceeds of Funded Debt (other than any Indebtedness under a Revolving Facility or any other revolving credit facilities); provided that (w) a prepayment of Term Loans pursuant to this 2.05(2)(a) in respect of any fiscal year shall only be required in the amount (if any) by which the ECF Payment Amount for such fiscal year exceeds $35.0 million, (x) the ECF Percentage shall be 25% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 3.25 to 1.00 and greater than 2.50 to 1.00 (calculated after giving effect to such prepayment at a rate of 50%) and (y) the ECF Percentage shall be 0% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 2.50 to 1.00 (calculated after giving effect to such prepayment at a rate of 25%); provided further that:
(A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge Other Applicable Indebtedness with Other Applicable ECF pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such portion of Excess Cash Flow otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(a) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(a) shall be reduced accordingly (provided that the portion of such Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable ECF required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Excess Cash Flow shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a)); and
(B) to the extent the lenders or holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of Excess Cash Flow, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a).
(i) If (x) the Company Borrower or any of its Subsidiaries Disposes of Restricted Subsidiary makes an Asset Sale or (y) any property permitted by Section 7.05(f) in excess of $500,000 in the aggregate during the term of this AgreementCasualty Event occurs, which results in the realization or receipt by the Borrower or such Person Restricted Subsidiary of Net Cash Proceeds, the Borrowers Borrower shall prepay an aggregate principal amount prepay, or cause to be prepaid, on or prior to the date which is ten (10) Business Days after the date of Loans equal to 100% the realization or receipt by the Borrower or such Restricted Subsidiary of such Net Cash Proceeds promptly afterProceeds, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments subject to be applied as set forth in clauses (iv) and (vii) below).
(ii) Upon the incurrence or issuance by the Company or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv2.05(2)(b) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.clauses
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Mandatory. (i) Within five Business Days after financial statements have been delivered pursuant to Section 6.01(b) and the related Compliance Certificate has been delivered pursuant to Section 6.01(c), the Borrower shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) 100% of the Excess Cash Amount for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Loans prepaid pursuant to Section 2.03(a) (such prepayments to be applied as set forth in clause (vii) below).
(ii) If the Company any Loan Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property contemplated by Section 6.23 or permitted by Section 7.05(f7.03) in excess with a book value of more than $500,000 in the aggregate during the term of this Agreement, 250,000 and which results in the realization by such Person of Net Cash Proceeds, the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (ivvi) and (viiviii) below).
(iiiii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests (other than (a) any sales or issuances of Equity Interests to another Loan Party and (b) the sale of World Poker Collateral Shares during the term of this Agreement), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (viii) below). Notwithstanding the foregoing, Holdings shall be permitted, without Borrower being obligated to make any mandatory prepayment, to sell an unlimited amount of Equity Interests of Holdings, in each case, at not less than the fair market value (it being understood that fair market value may be impacted as a result of lack of liquidity and similar market factors impacting the value of the Equity Interests sold) and such Net Cash Proceeds may be used for general corporate purposes of the Loan Parties so long as not in violation of the terms of this Agreement.
(iv) Upon the incurrence or issuance by the Company any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses clause (iv) and (vivii) below).
(iiiv) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company any Loan Party or any of its Subsidiaries, and not otherwise included in clause (iii), (iii) or (iiiv) of this Section 2.05(b2.03(b), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (ivvi) and (viviii) below).
(ivvi) Each prepayment Subject to Section 2.03(c) below, upon the occurrence of a Change of Control, the Borrower shall immediately prepay the entire aggregate principal amount of Loans pursuant to and all accrued and unpaid interest thereon.
(vii) Notwithstanding any of the foregoing other provisions of this Section 2.05(bclause (ii), (iii), (iv), (v) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause or (vi) of this Section 2.05(b2.03(b), so long as no Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (ii), (iii), (iv), (v) or (vi) of this Section 2.03(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $1,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (ii), (iii), (iv), (v) or (vi) of this Section 2.03(b) to be applied to prepay Loans exceeds $1,000,000. Upon the occurrence of a Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.03(b) (without giving effect to the first sentences of this clause (vii)) but which have not previously been so applied.
(viii) The Administrative Agent will promptly notify each Lender of its receipt of each such prepayment, and of the amount of such Lender's ratable portion of such prepayment (based on such Lender's Applicable Percentage). Subject Each prepayment of the outstanding Loans pursuant to this Section 2.17, such prepayments 2.03(b) shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.Percentages
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Mandatory. (i) If Paxar shall, on the Company date of receipt of the Net Cash Proceeds by Paxar or any of its Subsidiaries Disposes from (A) the sale, lease, transfer or other disposition of any property permitted by Section 7.05(fassets of Paxar or any of its Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clause (i) in excess of $500,000 in the aggregate during the term of this Agreement, which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iv) and (vii) below).
or (ii) Upon of Section 5.02(f)), (B) the incurrence or issuance by the Company Paxar or any of its Subsidiaries of any Indebtedness Debt (other than Indebtedness expressly permitted to be Debt incurred or issued pursuant to Section 7.03), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as exceptions set forth in clauses Section 5.02(d) on the date hereof), (ivC) the sale or issuance by Paxar or any of its Subsidiaries of any capital stock or other ownership or profit interest, any securities convertible into or exchangeable for capital stock or other ownership or profit interest and (viD) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year 37 31 received by or paid to or for the account of the Company Paxar or any of its Subsidiaries, Subsidiaries and not otherwise included in clause (iA), (B) or (iiC) of this Section 2.05(b)above, the Borrowers shall prepay an aggregate principal amount of Loans the Term Advances comprising part of the same Borrowings equal to 100% (x) in the case of all clause (A) above, the amount of such Net Cash Proceeds received therefrom promptly after, in excess of the Permitted Asset Sale Amount and (y) in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in case of clauses (ivB), (C) and (viD) below)above, the amount of such Net Cash Proceeds. Each such prepayment described in subclause (x) of the immediately preceding sentence shall be applied to the Term Facility and to the installments thereof in reverse order of maturity. Each such prepayment described in subclause (y) of the immediately preceding sentence shall be applied to the Term Facility and to the installments thereof on a pro rata basis.
(ivii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be appliedPaxar shall, firston each Business Day, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate principal amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Loans, Advances equal to the Total amount by which (A) the sum of the aggregate principal amount of (u) the Revolving Credit Outstandings exceed Advances denominated in US Dollars, plus (v) the Aggregate Revolving Credit Commitments at Equivalent on such time.
(vi) Except as otherwise provided in Section 2.17, prepayments day of the Revolving Credit Facility made pursuant to this Section 2.05(b)Advances denominated in Primary Currencies, firstplus (w) the Letter of Credit Advances, shall be applied ratably to plus (x) the L/C Borrowings and aggregate Available Amount of all Letters of Credit then outstanding, plus (y) the Swing Line Loans, second, shall be applied ratably to Advances plus (z) the Competitive Bid Advances then outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied exceeds (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash CollateralB) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicableFacility.
Appears in 1 contract
Sources: Credit Agreement (Paxar Corp)
Mandatory. (i) Beginning with the fiscal year ending December 26, 2010, within five Business Days after the date on which financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate is required to be delivered pursuant to Section 6.02(b) for each fiscal year, the Borrower shall prepay an aggregate principal amount of Loans equal to (A) 50% of Excess Cash Flow for such fiscal year, if the Leverage Ratio is equal to or less than 5.00 to 1.00 on such Compliance Certificate and on the date of such prepayment and (B) 100% of Excess Cash Flow for such fiscal year, if the Leverage Ratio is greater than 5.00 to 1.00 on such Compliance Certificate or on the date of such prepayment (each such prepayment to be applied as set forth in clauses (vii) and (ix) below).
(ii) If the Company Borrower or any other Loan Party Disposes of its Subsidiaries Disposes any property (other than any Disposition of any property permitted by Section 7.05(f7.05(c), but only to the extent that the Disposition under Section 7.05(c) in excess of $500,000 in the aggregate during the term of this Agreementis a like asset exchange or credit, Section 7.05(b), (d) and (g)) which results in the realization by such Person of Net Cash Proceeds, the Borrowers Borrower shall prepay immediately upon receipt thereof as follows:
(A) to the amounts owing to the Collateral Agent in its capacity as such in accordance with the terms of the Intercreditor Agreement;
(B) 100% of the first $25,000,000 of aggregate Net Cash Proceeds (in excess of the amounts paid pursuant to Section 2.04(b)(ii)(A) above) from all such Dispositions made by any Loan Party after the Closing Date shall (I) prior to the occurrence of a HY Trigger Event, be applied to reduce the outstanding Term Loans and (II) on and after the occurrence of a HY Trigger Event, be applied to reduce the outstanding Term Loans and the outstanding Committed Loans (with amounts required to be applied to reduce the Committed Loans resulting in a corresponding reduction in the Aggregate Commitments, regardless of whether there exist Revolver Outstandings at such time) in accordance with the respective amounts of (aa) the Outstanding Amount of Term Loans as of the date such prepayment is made, and (bb) the greater of (x) the Aggregate Commitments and (y) the Outstanding Amount of the Committed Loans, as of the date such prepayment is made, and
(C) 100% of any Net Cash Proceeds from all such Dispositions made by any Loan Party in excess of (x) the amounts paid pursuant to Section 2.04(b)(ii)(A) above and (y) the $25,000,000 of such Net Cash Proceeds set forth in Section 2.04(b)(ii)(B) above, shall (I) prior to the occurrence of a HY Trigger Event, be applied to reduce the outstanding Term Loans and the outstanding Senior Secured Notes pro rata based on (i) with respect to the Term Loans, the Loan Allocation Amount as of the date such prepayment is made and (ii) with respect to the Senior Secured Notes, the unpaid principal balance of the Senior Secured Notes, as of the date such prepayment is made; provided, however, if any of the Noteholders elect not to require a mandatory prepayment of the Senior Secured Notes in accordance with the terms and provisions of the Indenture Documentation, the portion of the Net Cash Proceeds that would have been applied to reduce the Senior Secured Notes held by such declining Noteholders shall instead be applied to reduce the outstanding Term Loans and (II) on and after the occurrence of a HY Trigger Event, be applied to reduce the outstanding (i) Term Loans, (ii) Committed Loans (with amounts required to be applied to reduce the Committed Loans resulting in a corresponding reduction in the Aggregate Commitments, regardless of whether there exist Revolver Outstandings at such time) and (iii) Senior Secured Notes pro rata based on the respective amounts of (aa) the Outstanding Amount of Term Loans as of the date such prepayment is made, (bb) the greater of (x) the Aggregate Commitments and (y) the Outstanding Amount of the Committed Loans, as of the date such prepayment is made and (cc) the unpaid principal balance of the Senior Secured Notes as of the date such prepayment is made; provided, however, if any of the Noteholders elect not to require a mandatory prepayment of the Senior Secured Notes in accordance with the terms and provisions of the Indenture Documentation, the portion of the Net Cash Proceeds that would have been applied to reduce the Senior Secured Notes held by such declining Noteholders shall instead be applied to reduce the outstanding Term Loans and the outstanding Committed Loans (with amounts applied to reduce the Revolver Outstandings resulting in a corresponding reduction in the Aggregate Commitments regardless of whether there exists Revolver Outstandings at such time) pro rata based on the respective amounts of (i) the Outstanding Amount of Term Loans and (ii) the greater of (x) the Aggregate Commitments and (y) the Outstanding Amount of the Committed Loans, as of the date such prepayment is made. Notwithstanding the foregoing, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as (A) no Default shall have occurred and be continuing and (B) the Leverage Ratio is less than or equal to 3.50 to 1.00, in each case of (A) and (B) preceding, on and prior to the date of such Disposition, on the date of such reinvestment and after giving effect to any such reinvestment (or such earlier date as the Borrower has entered into a binding and enforceable contract to invest such Net Cash Proceeds), the Borrower or such other Loan Party may reinvest all or any portion of such Net Cash Proceeds in operating assets (specifically including equipment used in the operations of the Loan Parties but excluding cash and Cash Equivalents) so long as, in each case, within 180 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested within the 180 day period shall be immediately applied to prepay the Loans as set forth in this Section 2.04(b)(ii).
(iii) Upon the sale or issuance by the Borrower or any other Loan Party of any of its Equity Interests (other than any sales or issuances of Equity Interests to another Loan Party), the Borrower shall prepay an aggregate principal amount of Loans equal to (A) 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such other Loan Party if the Leverage Ratio is less than or equal to 4.00 to 1.00 on the most recently delivered Compliance Certificate and immediately prior to and on the date of such prepayment or (B) 100% of such all Net Cash Proceeds promptly after, and in no event later than five Business Days after, received therefrom immediately upon receipt thereof by the Borrower or such Person other Loan Party if the Leverage Ratio is greater than 4.00 to 1.00 on the most recently delivered Compliance Certificate or immediately prior to or on the date of such prepayment (each such prepayments prepayment to be applied as set forth in clauses (ivvii) and (viiix) below).
(iiiv) Upon the incurrence or issuance by the Company Borrower or any of its Subsidiaries other Loan Party of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.03(a), (b), (c), (d), (e), (f) and (g)), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company Borrower or such other Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (ivvii) and (viix) below).
(iiiv) Upon any Extraordinary Receipt (excluding a portion of any cash tax refund received by the Borrower in 2010 in an amount up to $28,500,000, but including all amounts of any such cash tax refund in excess of $1,000,000 for each fiscal year 28,500,000) received by or paid to or for the account of the Company Borrower or any of its Subsidiariesother Loan Party, and not otherwise included in clause (iii), (iii) or (iiiv) of this Section 2.05(b2.04(b), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company Borrower or such Subsidiary other Loan Party (such prepayments to be applied as set forth in clauses (ivvii) and (viix) below); provided, however, that with respect to any proceeds of casualty insurance or indemnity payments made to reimburse a Loan Party for the cost of property damage, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such casualty insurance proceeds), and so long as no Default shall have occurred and be continuing then the Borrower or such other Loan Party may, within 180 days after the receipt of such Net Cash Proceeds, use such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property, or to remedy the indemnified loss in respect of which such Net Cash Proceeds were received; and provided, further, however, that any Net Cash Proceeds not so used shall be immediately applied to prepay the Loans as set forth in this Section 2.04(b)(v).
(ivvi) If on any day the sum of cash (other than cash in the form of uncollected funds) and Cash Equivalents of the Loan Parties is in the aggregate in excess of $15,000,000, then not more than three Business Days thereafter, the Borrower shall apply such amounts in excess of $15,000,000 to prepay the outstanding principal of Committed Loans, such that the aggregate cash (other than cash in the form of uncollected funds) and Cash Equivalents of the Loan Parties shall not exceed $15,000,000 as of the date of such payment. Each such mandatory prepayment shall be applied to Committed Loans (without reduction of the Aggregate Commitment). For the avoidance of doubt, if there are no Committed Loans outstanding on the applicable payment date, the Borrower may retain such excess cash and Cash Equivalents until such time as this clause (vi) requires a prepayment and there are Committed Loans outstanding.
(vii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b2.04(b) (other than with respect to clause (ii) of this Section 2.04(b)) shall be applied, firstapplied (I) prior to the occurrence of a HY Trigger Event, to the principal repayment installments outstanding Term Loans and (II) on and after the occurrence of a HY Trigger Event, ratably to the Term Loans and the Committed Loans (with amounts required to be applied to reduce the Committed Loans resulting in a corresponding reduction in the Aggregate Commitments, regardless of whether there exist Revolver Outstandings at such time) pro rata based on a pro-rata basis andthe respective amounts of (i) the Outstanding Amount of Term Loans as of the date such prepayment is made and (ii) the greater of (A) the Aggregate Commitments and (B) the Outstanding Amount of the Committed Loans, second, as of the date such prepayment is made. All application of payments to the Revolving Credit Facility Committed Loans shall be applied in the manner set forth in clause (viix) of this Section 2.05(b2.04(b). Subject Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities3.05.
(viii) Notwithstanding any of the other provisions of clause (ii), (iii), (iv) or (v) If for of this Section 2.04(b), so long as no Default shall have occurred and be continuing, if, on any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not date on which a prepayment would otherwise be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility be made pursuant to clause (ii), (iii), (iv) or (v) of this Section 2.05(b2.04(b), firstthe aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $1,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (ii), (iii), (iv) or (v) of this Section 2.04(b) to be applied to prepay Loans (but which have not previously been so applied) exceeds $1,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be applied ratably deemed to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to retain their original character as Net Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held Proceeds when so reborrowed) for application as Cash Collateral shall be applied (without any further action required by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.this Section 2.04
Appears in 1 contract
Sources: Credit Agreement (Media General Inc)
Mandatory. (i) [Reserved].
(ii) If any Asset Sale or Casualty Event (or series of related Asset Sales or Casualty Events) results in the Company receipt by the Borrower or any Restricted Subsidiary of its Subsidiaries Disposes of any property permitted by Section 7.05(f) aggregate Net Cash Proceeds in excess of the greater of $500,000 25,000,000 and 15% of Four Quarter Consolidated EBITDA (“Relevant Transaction”), then, except to the extent the Borrower elects in the aggregate during the term a written notice to reinvest all or a portion of this Agreement, which results in the realization by such Person of Net Cash ProceedsProceeds in accordance with Section 7.04, the Borrowers Borrower shall prepay prepay, subject to Section 2.05(b)(viii), an aggregate principal amount of Loans in an amount equal to 100% (as may be adjusted pursuant to the second proviso below) of the Net Cash Proceeds received from such Relevant Transaction within 15 Business Days of receipt thereof (or within 15 Business Days after the later of the date the threshold referred to above is first exceeded and the date the relevant Net Cash Proceeds are received) by the Borrower or such Restricted Subsidiary; provided that the Borrower may use a portion of the Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness that is pari passu in right of payment and security with the First Lien Obligations or the Initial Loans, in each case, to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Relevant Transaction, to the extent not deducted in the calculation of Net Cash Proceeds, in each case in an amount not to exceed the product of (1) the amount of such Net Cash Proceeds promptly afterand (2) a fraction, and the numerator of which is the outstanding principal amount of such other Indebtedness (or to the extent such amount is not in no event later than five Business Days afterDollars, receipt thereof by such Person (equivalent amount of such prepayments to be applied Indebtedness converted into Dollars as set forth determined in clauses (ivaccordance with Section 1.08) and the denominator of which is the aggregate outstanding principal amount of Loans and such other Indebtedness (viior to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Article I); provided, further that only the amount of Net Cash Proceeds in excess of the greater of $25,000,000 and 15% of Four Quarter Consolidated EBITDA for any Asset Sale or Casualty Event (or series of related Asset Sales or Casualty Events) belowshall be subject to prepayment pursuant to this Section 2.05(b)(ii) and, in such case, the required prepayment shall be only the amount in excess thereof; provided, further, that until the Discharge of First Lien Credit Agreement Obligations, no mandatory prepayments of Loans shall be required under this Section 2.05(b)(ii), pursuant to the terms hereof and Section 7.04, except to the extent of mandatory prepayments pursuant to Section 2.05(b)(ii) of the First Lien Credit Agreement declined by the lenders thereunder.
(iiiii) Upon the incurrence or issuance by the Company Borrower or any of its Subsidiaries Restricted Subsidiary of any Refinancing Notes, any Specified Refinancing Loans or any Indebtedness (other than Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03)7.01, the Borrowers Borrower shall prepay an aggregate principal amount of Loans Tranches in an amount equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company Borrower or such Subsidiary Restricted Subsidiary; provided, further, that until the Discharge of First Lien Credit Agreement Obligations, no mandatory prepayments of Loans shall be required under clause (C) of this Section 2.05(b)(iii), except to the extent of mandatory prepayments pursuant to Section 2.05(b)(iii) of the First Lien Credit Agreement declined by the lenders thereunder.
(iv) [Reserved].
(v) [Reserved].
(vi) Subject to Section 2.17, each prepayment of Loans pursuant to this Section 2.05(b) shall be applied to each Tranche on a pro rata basis (or, if agreed to in writing by the Majority Lenders of a Tranche, in a manner that provides for more favorable prepayment treatment of other Tranches, so long as each other such prepayments Tranche receives its Pro Rata Share of any amount to be applied as set forth more favorably, except to the extent otherwise agreed by the Majority Lenders of each Tranche receiving less than such Pro Rata Share) (other than a prepayment of (x) Loans with the proceeds of Indebtedness incurred pursuant to Section 2.18, which shall be applied to the Tranche being refinanced pursuant thereto or (y) Loans with the proceeds of any Refinancing Notes issued to the extent permitted under Section 7.01(a), which shall be applied to the Tranche being refinanced pursuant thereto). Amounts to be applied to a Tranche in clauses (ivconnection with prepayments made pursuant to this Section 2.05(b) shall be applied to interest on each such Tranche on a pro rata basis that is accrued and (vipayable at such time and thereafter to the remaining scheduled installments with respect to such Tranche in direct order of maturity. Each prepayment of Loans under a Facility pursuant to this Section 2.05(b) below)shall be applied on a pro rata basis to the then outstanding Base Rate Loans and Eurocurrency Rate Loans under such Facility; provided that, if there are no Declining Lenders with respect to such prepayment, then the amount thereof shall be applied first to Base Rate Loans under such Facility to the full extent thereof before application to Eurocurrency Rate Loans, in each case in a manner that minimizes the amount payable by the Borrower in respect of such prepayment pursuant to Section 3.06.
(iiivii) Upon All prepayments under this Section 2.05 shall be made together with, in the case of any Extraordinary Receipt such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in excess respect of $1,000,000 for each fiscal year received by or paid such Eurocurrency Rate Loan pursuant to or for Section 3.06 and, to the account extent applicable, any additional amounts required pursuant to Section 2.05(a)(iii), Notwithstanding any of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) other provisions of this Section 2.05(b), the Borrowers so long as no Event of Default shall prepay an aggregate principal amount have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments is required to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to under this Section 2.05(b), firstother than on the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a cash collateral account until the last day of such Interest Period, at which time the Administrative Agent shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied authorized (without any further action by or notice to or from the Borrowers Borrower or any other Loan Party Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b) (it being agreed, for clarity, that interest shall continue to accrue on the Loans so prepaid until the amount so deposited is actually applied to prepay such Loans). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any Defaulting Lender that has provided Cash Collateralother Loan Party) to reimburse apply such amount to the L/C Issuer prepayment of the outstanding Loans in accordance with this Section 2.05(b).
(viii) Notwithstanding any other provisions of this Section 2.05, to the extent that any or all of the Net Cash Proceeds of any Asset Sale by a Non-U.S. Subsidiary (or a U.S. Subsidiary of a Non-U.S. Subsidiary) (a “Foreign Disposition”) or the Revolving Credit LendersNet Cash Proceeds of any Casualty Event from a Non-U.S. Subsidiary (or a U.S. Subsidiary of a Non-U.S. Subsidiary) (a “Foreign Casualty Event”), as applicablein each case giving rise to a prepayment event pursuant to Section 2.05(b)(ii), are or is prohibited, restricted or delayed by applicable local law, rule or regulation (including, without limitation, financial assistance and corporate benefit restrictions and fiduciary and statutory duties of any director or officer of such Subsidiaries) from being repatriated to the Borrower or so prepaid or such repatriation or prepayment would present a material risk of liability for the applicable Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officer), the portion of such Net Cash Proceeds so affected will not be required to be applied to repay Loans at the times provided in this Section 2.05 but may be retained by the applicable Non-U.S. Subsidiary.
(ix) Notwithstanding any other provisions of this Section 2.05, to the extent that the Borrower has determined in good faith that repatriation of any or all of the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event, in each case giving rise to a prepayment event pursuant to Section 2.05(b)(ii) would result in adverse tax consequences, the Net Cash Proceeds so affected will not be required to be applied to repay Loans at the times provided in this Section 2.05 but may be retained by the applicable Non-U.S. Subsidiary.
(x) The Borrower shall not be required to monitor any Payment Block and/or reserve cash for future repatriation after the Borrower has notified the Administrative Agent of the existence of such Payment Block.
Appears in 1 contract
Sources: Second Lien Credit Agreement (ZoomInfo Technologies Inc.)
Mandatory. (i) If The Borrowers jointly and severally hereby agree to prepay, on the Company or any 90th day following the end of its Subsidiaries Disposes of any property permitted by Section 7.05(f) in excess of $500,000 in each Fiscal Year commencing after the aggregate during the term of this AgreementFiscal Year ending September 29, which results in the realization by such Person of Net Cash Proceeds1996, the Borrowers shall prepay an aggregate principal amount of the Term Loans equal to 75% of the amount of Excess Cash Flow for the prior Fiscal Year. Each such prepayment shall be applied first to Term Loans comprising Borrowings consisting of Alternate Base Rate Loans and second to Term Loans comprising Borrowings consisting of Eurodollar Rate Loans.
(ii) The Borrowers jointly and severally hereby agree to prepay, on the date of receipt by the Borrowers or any of their Subsidiaries of the Net Cash Proceeds from (A) the sale, lease, transfer or other disposition of any assets of the Borrowers or any of their Subsidiaries (other than sales of assets in the ordinary course of business) or (B) the sale or issuance by either Borrower or any of their Subsidiaries of any Debt evidenced by notes, bonds or similar instruments, an aggregate principal amount of the Term Loans comprising part of the same Borrowings equal to (x) in the case of subclause (A) above, (a) 0% of Net Cash Proceeds up to $1,154,000, (b) 50% of Net Cash Proceeds in excess of $1,154,000 and less than $4,846,000, (c) 75% of Net Cash Proceeds in excess of $4,846,000 and less than $8,846,000, (d) 100% of Net Cash Proceeds in excess of $8,846,000 and less than $13,846,000 and (e) 80% of Net Cash Proceeds in excess of $13,846,000 (it being understood and agreed that $1,000,000 of Net Sales Proceeds from asset sales occurring prior to the Effective Date previously released to the Borrowers may be retained by the Borrowers for working capital purposes and that the Lenders have received a mandatory prepayment of $1,154,000 on July 22, 1996) and (y) in the case of subclause (B) above, 100% of such Net Sales Proceeds, provided, however, that with respect to Net Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iv) and (vii) below).
(ii) Upon received from the incurrence sale or issuance by the Company or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly subordinated Debt incurred to finance Capital Expenditures permitted to be incurred or issued pursuant to Section 7.035.02(b)(v), the Borrowers shall prepay an aggregate principal amount of Loans equal be permitted to 100% of all retain such Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt an amount not in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility 10,000,000 in the manner set forth in clause (vi) of this Section 2.05(b)aggregate. Subject to Section 2.17, Each such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably first to the L/C Term Loans comprising Borrowings consisting of Alternate Base Rate Loans and the Swing Line second to Term Loans comprising Borrowings consisting of Eurodollar Rate Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Mandatory. (i) The Borrower shall, on the 90th day following the end of each Fiscal Year, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to (x) 50% of the amount of Excess Cash Flow for such Fiscal Year or (y) 25% of the amount of Excess Cash Flow for such Fiscal Year if the Total Leverage Ratio for such Fiscal Year is less than or equal to 2.50 to 1.00.
(ii) (A) If the Company any Loan Party or any of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(f5.02(e)(i), (ii), (iv), (v) or (vi) and sales or issuances by the Parent of its Equity Interests referred to in clause (iii) below), which result in Net Cash Proceeds received in excess of $500,000 1,500,000 in any Fiscal Year the aggregate during the term of this Agreement, which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iv) and (vii) below).
(ii) Upon the incurrence or issuance by the Company or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excessSubsidiary; provided, however, that the Borrowers shall not be required that, with respect to any Net Cash Collateralize the L/C Obligations pursuant to Proceeds realized under a Disposition described in this Section 2.05(b)(v) unless2.06(b)(ii), after at the option of the Borrower (as elected by the Borrower in writing to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as, within 365 days following receipt of such Net Cash Proceeds, the purchase of such assets with such proceeds shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise provided set forth in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable2.06.
Appears in 1 contract
Sources: Credit Agreement (TLC Vision Corp)
Mandatory. (i) If Within 90 days after each fiscal year end of the Company, to the extent the Consolidated Leverage Ratio at the end of such fiscal year was greater than 2.5 to 1.0, the Company shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) 75% of Excess Cash Flow for such fiscal year over (B) the aggregate principal amount of Term B Loans prepaid pursuant to Section 2.05(a)(i) (such prepayments to be applied as set forth in clauses (vi) and (xi) below).
(ii) If any Loan Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(fSections 7.05(b) in excess of $500,000 in - (j), which shall not be subject to the aggregate during the term terms of this Agreement, Section 2.05(b)(ii) or (vii)) which results in the realization by such Person of Net Cash Proceeds, the Borrowers Company shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (ivvi) and (viixi) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Company (as notified by the Company to the Multicurrency Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Multicurrency Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(iiiii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests (other than Excluded Issuances and any sales or issuances of Equity Interests to another Loan Party), the Company shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (xi) below); provided that at any time the Consolidated Leverage Ratio, as of the fiscal quarter most recently ended prior to such issuance for which a Compliance [Published CUSIP Number: ____] Certificate has been delivered pursuant to Section 6.02(b), is less than 2.5 to 1.0, then such prepayment shall be equal to 25% of all Net Cash Proceeds received therefrom.
(iv) Upon the incurrence or issuance by the Company any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03Sections 7.02(a)-(l)), the Borrowers Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (ivvi) and (vixi) below).
(iiiv) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company any Loan Party or any of its Subsidiaries, and not otherwise included in clause (iii), (iii) or (iiiv) of this Section 2.05(b), the Borrowers Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (ivvi) and (vixi) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, or with respect to any tax refund, at the election of the Company (as notified by the Company to the Multicurrency Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards, indemnity payments or tax refund), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply, within 365 days after the receipt, (x) such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or (y) apply such tax refund to tax liabilities of the Loan Parties and their Subsidiaries or reinvest such tax refund in operating assets; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v).
(ivvi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term B Facility and to the principal repayment installments of the Term Loans thereof on a pro-rata basis and, second, to the Revolving Credit Facility and in the manner set forth in clause (vixi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(vvii) Notwithstanding any of the other provisions of clause (ii) of this Section 2.05(b), so long as no Default shall have occurred and be continuing, a prepayment shall not be required under clause (ii) of this Section 2.05(b) (each an "Excluded Prepayment") (A) if the amount of such Excluded Prepayment is less than $1,000,000 and (B) to the extent the amount of all Excluded Prepayments does not exceed $5,000,000 in the aggregate. [Published CUSIP Number: ____]
(viii) If for the Multicurrency Administrative Agent notifies the Company at any reason time that the Total Revolving Credit Outstandings at any such time exceed the Aggregate Revolving Credit Commitments at Facility then in effect, then, within two Business Days after receipt of such timenotice, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to reduce such excessOutstanding Amount as of such date of payment to an amount not to exceed 100% of the Revolving Commitments then in effect; provided, however, that that, subject to the Borrowers provisions of Section 2.03(g)(ii), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v2.05(b) unless, unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments then in effect. The Multicurrency Administrative Agent may, at any time and from time to time after the initial deposit of such timeCash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations.
(viix) Except If the Multicurrency Administrative Agent notifies the Company at any time that the Outstanding Amount of all Revolving Loans denominated in Foreign Currencies at such time exceeds the Foreign Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Revolving Loans in an aggregate amount sufficient to reduce such Outstanding Amount as otherwise provided of such date of payment to an amount not to exceed the Foreign Currency Sublimit then in Section 2.17effect.
(x) If the applicable Administrative Agent notifies the Company at any time that the Outstanding Amount of all Australian Credit Loan or Canadian Credit Loans at such time exceeds the Australian Facility or Canadian Facility, prepayments respectively, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Australian Revolving Loans and/or Canadian Revolving Loans, as applicable, in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to the applicable Facility.
(xi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit LoansLoans (without a corresponding reduction to the Revolving Commitment to the extent the Consolidated Leverage Ratio after giving effect to such prepayment would be less than 2.00 to 1.00), and, third, with respect to prepayments pursuant to clause (viii) only, shall be used to Cash Collateralize the remaining L/C Obligations Obligations; and, in the Minimum Collateral Amountcase of prepayments of the Revolving Facility required pursuant to clause (i), (ii), (iii), (iv) or (v) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Loans outstanding at such time may be retained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers [Published CUSIP Number: ____] Company or any other Loan Party or any Defaulting Lender that has provided Cash CollateralParty) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Invacare Corp)
Mandatory. (i) If the Company any Loan Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(f7.05(a), (b), (c), (d) in excess of $500,000 in the aggregate during the term of this Agreement, or (e)) which results in the realization by such Person of Net Cash Proceeds, the Borrowers Holdings shall prepay prepay, or shall cause any other Borrower to prepay, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by such Person (Person; provided that no such prepayments to prepayment will be applied as set forth required in clauses (iv) and (vii) below)respect of such Dispositions for the first U.S. $5,000,000 in the aggregate in any fiscal year of Net Cash Proceeds received therefrom.
(ii) Upon the incurrence or issuance by the Company any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.037.02(a) through (i)), the Borrowers Holdings shall prepay prepay, or shall cause any other Borrower to prepay, an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by the Company such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below)Subsidiary.
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company any Loan Party or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers Holdings shall prepay prepay, or shall cause any other Borrower to prepay, an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, immediately upon receipt thereof by such Loan Party or such Subsidiary; provided, that such Net Cash Proceeds are in excess of $1,000,000 in the Company aggregate per fiscal year, and provided further, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary (may, prior to or within 180 days after the receipt of such prepayments cash proceeds, replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were or will be received; and provided further, however, that any cash proceeds not so applied shall be immediately applied to be applied the prepayment of the Loans as set forth in clauses (iv) and (vi) belowthis Section 2.05(b)(iii).
(iv) Each prepayment If any Loan Party or any of its Subsidiaries licenses any intellectual property that results in the realization by such Person of Net Cash Proceeds of at least $25,000,000, Holdings shall prepay, or shall cause any other Borrower to prepay, an aggregate principal amount of Loans pursuant equal to the foregoing provisions 100% of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilitiesNet Cash Proceeds immediately upon receipt thereof by such Person.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments Borrowing Base at such time, the Borrowers Holdings shall immediately prepay prepay, or shall cause any other Borrower to immediately prepay, Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or to immediately terminate any L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vi) If for any reason the Total Outstandings at any time exceed the Facility at such time, Holdings shall immediately prepay, or shall cause any other Borrower to immediately prepay, Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, .
(vii) If the Administrative Agent notifies the Borrowers at any time that the Borrowers shall not be required to Cash Collateralize the Outstanding Amount of all Loans and L/C Obligations pursuant denominated in Foreign Currencies at such time exceeds an amount equal to this Section 2.05(b)(v) unless, after the prepayment 105% of the Revolving Credit Foreign Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and Swing Line Loans, L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such timeForeign Currency Sublimit then in effect.
(viviii) Except as otherwise provided in Section 2.17, prepayments Prepayments of the Revolving Credit Facility made by any Borrower pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line LoansLoans of such Borrower, second, shall be applied ratably to the outstanding Revolving Credit LoansLoans of such Borrower, and, third, if an Event of Default has occurred and is continuing, shall be used to Cash Collateralize the remaining L/C Obligations of such Borrower; and, the amount remaining, if any, after the prepayment in full of all such L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of such remaining L/C Obligations in full shall be applied to the prepayment and Cash Collateralization of the Total Outstandings of the other Borrowers in the Minimum Collateral Amountsame order of priority and any amounts remaining after such application may be retained by such Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash CollateralParty) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(ix) Notwithstanding any other provision of this Section 2.05 or any other provision herein or in any other Loan Document to the contrary, no U.K. Borrower or U.K. Guarantor shall be liable for or required to repay any Obligation of the U.S. Loan Parties under the Loan Documents.
Appears in 1 contract
Mandatory. (a) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(1) and the related Compliance Certificate has been delivered pursuant to Section 6.02(1), commencing with the delivery of financial statements for the fiscal year ended on or about December 29, 2018, the Borrower shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or cause to be prepaid, an aggregate principal amount of Term Loans (the “ECF Payment Amount”) equal to 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus the sum of all voluntary prepayments, repurchase or redemptions of
(i) Term Loans made pursuant to Sections 2.05(1)(a) and 2.05(1)(e) (in an amount, in the case of prepayments pursuant to Section 2.05(1)(e), equal to the discounted amount actually paid in respect of the principal amount of such Term Loans and only to the extent that such Loans have been cancelled),; provided that this clause (i) shall not apply to any prepayment of Closing Date Term Loans with the proceeds of, or by the conversion into, Term B Loans,
(ii) Credit Agreement Refinancing Indebtedness, Permitted Incremental Equivalent Debt, and any other Indebtedness in the form of notes or term loans, in each case to the extent secured by the Collateral in whole or in part on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies),
(iii) Revolving Loans and loans under any other revolving facility that is secured, in whole or in part, on a pari passu basis by the Collateral with the First Lien Obligations under this Agreement (but without regard to the control of remedies) (in each case of this clause (iii) (and with respect to any revolving facility under clause (ii) above), to the extent accompanied by a permanent reduction in the corresponding Revolving Commitments or other revolving commitments), and
(iv) Second Lien Term Loans and Permitted Incremental Equivalent Debt (as defined in the Second Lien Credit Agreement) secured by the Collateral, in whole or in part, on a pari passu basis with the Second Lien Term Loans, in the case of each of the immediately preceding clauses (i), (ii), (iii) and (iv), made during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(2)(a) for any prior fiscal year) or after the fiscal year-end but prior to the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of such fiscal year and in each case to the extent such prepayments are not funded with the proceeds of Funded Debt (other than any Indebtedness under a Revolving Facility or any other revolving credit facilities); provided that (w) a prepayment of Term Loans pursuant to this 2.05(2)(a) in respect of any fiscal year shall only be required in the amount (if any) by which the ECF Payment Amount for such fiscal year exceeds $35.0 million, (x) the ECF Percentage shall be 25% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 3.25 to 1.00 and greater than 2.50 to 1.00 (calculated after giving effect to such prepayment at a rate of 50%) and (y) the ECF Percentage shall be 0% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 2.50 to 1.00 (calculated after giving effect to such prepayment at a rate of 25%); provided further that:
(A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge Other Applicable Indebtedness with Other Applicable ECF pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such portion of Excess Cash Flow otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(a) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(a) shall be reduced accordingly (provided that the portion of such Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable ECF required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Excess Cash Flow shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a)); and
(B) to the extent the lenders or holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of Excess Cash Flow, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a).
(i) If (x) the Company Borrower or any of its Subsidiaries Disposes of Restricted Subsidiary makes an Asset Sale or (y) any property permitted by Section 7.05(f) in excess of $500,000 in the aggregate during the term of this AgreementCasualty Event occurs, which results in the realization or receipt by the Borrower or such Person Restricted Subsidiary of Net Cash Proceeds, the Borrowers Borrower shall prepay prepay, or cause to be prepaid, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds, subject to clause (ii) of this Section 2.05(2)(b) and clauses (2)(g) and (h) of this Section 2.05, an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Net Proceeds Percentage”) of all Net Proceeds realized or received; provided that no prepayment shall be required pursuant to this Section 2.05(2)(b)(i) with respect to such portion of such Net Cash Proceeds promptly afterthat the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest (or entered into a binding commitment or a binding letter of intent to reinvest) in accordance with Section 2.05(2)(b)(ii); provided further that (x) the Net Proceeds Percentage shall be 50% if the First Lien Net Leverage Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 3.25 to 1.00 and greater than 2.50 to 1.00 and (y) the Net Proceeds Percentage shall be 0% if the First Lien Net Leverage Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 2.50 to 1.00; provided further that
(A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge any Other Applicable Indebtedness with Other Applicable Net Proceeds pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such Net Proceeds otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(b)(i) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time), to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(b)(i) shall be reduced accordingly (provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Net Proceeds shall be allocated to the Term Loans to the extent required in no accordance with the terms of this Section 2.05(2)(b)(i));
(B) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of such Net Proceeds, the declined amount shall promptly (and in any event later than five within ten (10) Business Days after, receipt thereof by after the date of such Person (such prepayments to rejection) be applied as set forth to prepay the Term Loans to the extent required in clauses (iv) and (vii) belowaccordance with the terms of this Section 2.05(2)(b)(i).
(ii) Upon the incurrence With respect to any Net Proceeds realized or issuance by the Company received with respect to any Asset Sale or any Casualty Event, the Borrower or any Restricted Subsidiary, at its option, may reinvest all or any portion of its Subsidiaries such Net Proceeds in assets useful for their business within (x) eighteen (18) months following receipt of such Net Proceeds or (y) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment or a legally binding letter of intent to reinvest such Net Proceeds within eighteen (18) months following receipt thereof, within the later of (A) eighteen (18) months following receipt thereof and (B) one hundred eighty (180) days of the date of such legally binding commitment or legally binding letter of intent; provided that the Borrower may elect to deem expenditures that otherwise would be permissible reinvestments that occur prior to receipt of such Net Proceeds to have been reinvested in accordance with the provisions of this Section 2.05(2)(b)(ii) (it being understood that such deemed expenditures shall have been made no earlier than the earliest of notice to the Administrative Agent, execution of a definitive agreement for such Asset Sale and consummation of such Asset Sale or Casualty Event); provided further that if any Net Proceeds are no longer intended to be or cannot be so reinvested at any time after such reinvestment election, and subject to clauses (g) and (h) of this Section 2.05(2), an amount equal to any such Net Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05.
(c) [Reserved].
(d) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness (other than Indebtedness i) not expressly permitted to be incurred or issued pursuant to Section 7.037.02 or (ii) that constitutes Other Loans or Credit Agreement Refinancing Indebtedness, in each case, incurred or issued to refinance any Class (or Classes) of Term Loans resulting in Net Proceeds (as opposed to such Credit Agreement Refinancing Indebtedness or Other Loans arising out of an exchange of existing Term Loans for such Credit Agreement Refinancing Indebtedness or Other Loans), the Borrowers Borrower shall prepay prepay, or cause to be prepaid, an aggregate principal amount of Term Loans of any Class or Classes (in each case, as directed by the Borrower) equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than on or prior to the date which is five (5) Business Days after, after the receipt thereof by the Company Borrower or such Restricted Subsidiary (of such prepayments to be applied as set forth in clauses (iv) and (vi) below)Net Proceeds.
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(vi) Except as otherwise set forth in any Refinancing Amendment, Extension Amendment or Incremental Amendment, each prepayment of Term Loans required by Sections 2.05(2)(a), (b) and (d)(i) shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (provided in that, notwithstanding the foregoing, any prepayments pursuant to Section 2.172.05(2)(a), prepayments (b) and (d)(i) of the Revolving Credit Facility Closing DateTerm B USD Term Loans and Closing DateTerm B Euro Term Loans shall be applied on a pro rata basis (as determined in accordance with Section 1.10(4)) (for the avoidance of doubt, which prepayments shall be made pursuant to this Section 2.05(bin Dollars in the case of the Closing DateTerm B USD Term Loans and Euros in the case of the Closing DateTerm B Euro Term Loans), first, shall be applied ratably pro rata to the L/C Borrowings and the Swing Line Term Lenders within such Class of Term Loans, second, based upon the outstanding principal amounts owing to each such Term Lender under such Class of Term Loans and shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the reduce such remaining L/C Obligations scheduled installments of principal within such Class of Term Loans in the Minimum Collateral Amount. Upon the drawing direct order of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has maturity; provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.that
Appears in 1 contract
Mandatory. (i) Within the earlier of (x) 95 days after the end of each Fiscal Year (commencing with the Fiscal Year ending on January 26, 2009), or (y) five Business Days after financial statements have been delivered pursuant to Section 6.1(a) and the related certificate has been delivered pursuant to Section 6.1(d) for such Fiscal Year, the Borrowers shall prepay an aggregate principal amount of Loans equal to fifty percent (50%) of Excess Cash Flow for the Fiscal Year covered by such financial statements (such prepayments to be applied as set forth in clauses (vi) and (viii) below).
(ii) If the Company Borrowers or any of its their Subsidiaries Disposes Dispose of any property (other than any Disposition of any property permitted by Section 7.05(f8.4(b)) in excess of $500,000 in the aggregate during the term of this Agreement, which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly after, and in no event later than five on the fifth Business Days after, Day following the receipt thereof by such Person (such prepayments to be applied as set forth in clauses (ivvi) and (viiviii) below).
(iiiii) Upon the sale or issuance by the Borrowers of any of their Equity Interests, unless otherwise agreed in writing by the Majority Lenders, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly upon receipt thereof by the Borrowers (such prepayments to be applied as set forth in clauses (vi) and (viii) below).
(iv) Upon the incurrence or issuance by the Company Borrowers or any of its their Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to clauses (a) through (f) and (i) of Section 7.038.1), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, upon receipt thereof by the Company Borrowers or such Subsidiary Subsidiaries (such prepayments to be applied as set forth in clauses (ivvi) and (viviii) below).
(iiiv) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company Borrowers or any of its their Subsidiaries, and not otherwise included in clause (iii), (iii) or (iiiv) of this Section 2.05(b2.8(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, upon receipt thereof by the Company Borrowers or such Subsidiary Subsidiaries (such prepayments to be applied as set forth in clauses (ivvi) and (viviii) below); provided, however, that with respect to any proceeds of casualty insurance or condemnation or eminent domain awards (or payments in lieu thereof), at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrowers or such Subsidiaries may apply such cash proceeds within one year after the receipt thereof to replace or repair the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received; and provided, further, however, that any Net Cash Proceeds not so applied shall be promptly applied to the prepayment of the Loans as set forth above in this Section 2.8(b)(v).
(ivvi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b2.8(b) shall be applied, first, to payment of the unpaid installments of principal repayment installments of the Term Loans on a pro-rata basis andin inverse order of maturity, until the Term Loans are paid in full; and second, to the Revolving Credit Facility in the manner set forth in clause (viviii) of this Section 2.05(b2.8(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(vvii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Total Revolving Credit Commitments Commitment at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings LC Disbursements and/or Cash Collateralize the L/C Obligations Maximum Drawing Amount, in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time.
(viviii) Except as otherwise provided in Section 2.17, prepayments Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b2.8(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loansany unpaid LC Disbursements, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations Maximum Drawing Amount; and, in the Minimum Collateral Amountcase of prepayments of the Revolving Credit Facility required pursuant to clauses (i), (ii), (iii), (iii) and (iv) of this Section 2.8(b), the amount remaining, if any, after the prepayment in full of all LC Disbursements and Revolving Credit Loans outstanding at such time and the cash collateralization of the remaining Maximum Drawing Amount in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the a drawing of under any Letter of Credit that has been Cash Collateralizedcash collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash CollateralParty) to reimburse the L/C LC Issuer or the Revolving Credit Lenders, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Star Buffet Inc)
Mandatory. (a) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(1) and the related Compliance Certificate has been delivered pursuant to Section 6.02(1), commencing with the delivery of financial statements for the fiscal year ended December 30, 2017, the U.S. Opco Borrower shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or cause to be prepaid, an aggregate principal amount of Term Loans (the “ECF Payment Amount”) equal to 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus the sum of all voluntary prepayments of
(i) Term Loans made pursuant to Sections 2.05(1)(a) and 2.05(1)(e) (in an amount, in the case of prepayments pursuant to Section 2.05(1)(e), equal to the discounted amount actually paid in respect of the principal amount of such Term Loans and only to the extent that such Loans have been cancelled),
(ii) Credit Agreement Refinancing Indebtedness and Permitted Incremental Equivalent Debt, in each case to the extent secured in whole or in part on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies),
(iii) Revolving Loans and loans under any other revolving facility that is secured, in whole or in part, on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies) (in each case of this clause (iii) (and with respect to any revolving facility under clause (ii) above), to the extent accompanied by a permanent reduction in the corresponding Revolving Commitments or other revolving commitments), and
(iv) Second Lien Loans (including, for the avoidance of doubt, pursuant to any AHYDO Payments in respect thereof), in the case of each of the immediately preceding clauses (i), (ii), (iii) and (iv), made during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(2)(a) for any prior fiscal year) or after the fiscal year-end but prior to the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of such fiscal year and in each case to the extent such prepayments are not funded with the proceeds of Funded Debt (other than any Indebtedness under a Revolving Facility or any other revolving credit facilities); provided that (w) a prepayment of Term Loans pursuant to this 2.05(2)(a) in respect of any fiscal year shall only be required in the amount (if any) by which the ECF Payment Amount for such fiscal year exceeds $5.0 million, (x) the ECF Percentage shall be 25% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 3.25 to 1.00 and greater than 2.75 to 1.00 and (y) the ECF Percentage shall be 0% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 2.75 to 1.00.
(A) If at the time that any such prepayment would be required, any Borrower (or any Restricted Subsidiary) is required to Discharge Other Applicable Indebtedness with Other Applicable ECF pursuant to the terms of the documentation governing such Indebtedness, then such Borrower (or such Restricted Subsidiary) may apply such portion of Excess Cash Flow otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(a) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(a) shall be reduced accordingly (provided that the portion of such Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable ECF required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Excess Cash Flow shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a)); and
(B) To the extent the lenders or holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of Excess Cash Flow, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a).
(i) If the Company (x) Holdings, any Borrower or any of its Subsidiaries Disposes of Restricted Subsidiary makes an Asset Sale or (y) any property permitted by Section 7.05(f) in excess of $500,000 in the aggregate during the term of this AgreementCasualty Event occurs, which in each case results in the realization or receipt by such Person Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrowers shall prepay prepay, or cause to be prepaid, on or prior to the date which is five (5) Business Days after the date of the realization or receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds, subject to clause (ii) of this Section 2.05(2)(b) and clauses (2)(g) and (h) of this Section 2.05, an aggregate principal amount of Term Loans equal to 100% of all Net Proceeds realized or received; provided that no prepayment shall be required pursuant to this Section 2.05(2)(b)(i) with respect to such portion of such Net Cash Proceeds promptly afterthat the Lead Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest (or entered into a binding commitment to reinvest) in accordance with Section 2.05(2)(b)(ii); provided further that
(A) if at the time that any such prepayment would be required, any Borrower (or any Restricted Subsidiary) is required to Discharge any Other Applicable Indebtedness with Other Applicable Net Proceeds pursuant to the terms of the documentation governing such Indebtedness, then such Borrower (or such Restricted Subsidiary) may apply such Net Proceeds otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(b)(i) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time), to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(b)(i) shall be reduced accordingly (provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Net Proceeds shall be allocated to the Term Loans to the extent required in no accordance with the terms of this Section 2.05(2)(b)(i));
(B) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of such Net Proceeds, the declined amount shall promptly (and in any event later than five within ten (10) Business Days after, receipt thereof by after the date of such Person (such prepayments to rejection) be applied as set forth to prepay the Term Loans to the extent required in clauses (iv) and (vii) belowaccordance with the terms of this Section 2.05(2)(b)(i).
(ii) Upon the incurrence With respect to any Net Proceeds realized or issuance by the Company received with respect to any Asset Sale or any Casualty Event, any of Holdings, any Borrower or any Restricted Subsidiary, at its Subsidiaries option, may reinvest all or any portion of such Net Proceeds in assets useful for their business within (x) twelve (12) months following receipt of such Net Proceeds or (y) if Holdings, such Borrower or such Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Proceeds within twelve (12) months following receipt thereof, no later than one hundred eighty (180) days following the end of such twelve (12)-month period; provided that if any Net Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, and subject to clauses (g) and (h) of this Section 2.05(2), an amount equal to any such Net Proceeds shall be applied within five (5) Business Days after the Lead Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05.
(c) Prior to a Second Lien Discharge Event, any mandatory prepayments of the Second Lien Loans (or any Refinancing Indebtedness in respect thereof) that would otherwise be required, at such time, to be applied to the Second Lien Loans (or Refinancing Indebtedness in respect thereof) pursuant to Section 2.05(b) of the Second Lien Credit Agreement (or any similar provision of any Refinancing Indebtedness in respect thereof) (in each case, after giving effect to any applicable reinvestment rights set forth therein) shall instead be applied to the Term Loans in accordance with, and to the extent required by, the terms of this Section 2.05(2) without giving any effect to the reinvestment rights set forth herein.
(d) If any Borrower or any Restricted Subsidiary incurs or issues any Indebtedness (other than Indebtedness i) not expressly permitted to be incurred or issued pursuant to Section 7.037.02 or (ii) that constitutes Other Loans or Credit Agreement Refinancing Indebtedness, in each case, incurred or issued to refinance any Class (or Classes) of Term Loans resulting in Net Proceeds (as opposed to such Credit Agreement Refinancing Indebtedness or Other Loans arising out of an exchange of existing Term Loans for such Credit Agreement Refinancing Indebtedness or Other Loans), the Borrowers U.S. Opco Borrower shall prepay prepay, or cause to be prepaid, an aggregate principal amount of Term Loans of in the case of clause (i), all Classes on a pro rata basis and in the case of clause (ii), the applicable Class or Classes being refinanced equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, upon the receipt thereof by the Company such Borrower or such Restricted Subsidiary of such Net Proceeds.
(such prepayments to be applied e) (Except as otherwise set forth in clauses any Refinancing Amendment, Extension Amendment or Incremental Amendment, each prepayment of Term Loans required by Sections 2.05(2)(a), (ivb), (c) and (vid)(i) below)shall be allocated to all Classes of Term Loans outstanding, shall be applied pro rata to Term Lenders within all such Classes of Term Loans, based upon the outstanding principal amounts owing to each such Term Lender under such Class of Term Loans and shall be applied to reduce such remaining scheduled installments of principal within such Class of Term Loans as directed the Lead Borrower or, absent such direction, in direct order of maturity.
(iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).
(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.
(vf) If for any reason the amount of Total Revolving Credit Outstandings at any time exceed exceeds the Aggregate Revolving Credit Loan Commitments at such timethen in effect, the Borrowers shall immediately promptly prepay Revolving Credit Loans, Loans and Swing Line Loans and L/C Borrowings and/or or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v2.05(2)(f) unless, unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans, Loans (as applicable) the Total Revolving Credit Outstandings exceed aggregate Outstanding Amount of L/C Obligations exceeds the Aggregate Revolving Credit Loan Commitments at such timethen in effect.
(vig) Except as The Lead Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (a) through (d) of this Section 2.05(2) at least three (3) Business Days prior to the date of such prepayment (or in the case of clause (d)(i) same day notice) (provided that, in the case of clause (d)(ii) of this Section 2.05(2), the Lead Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event set forth in the applicable notice, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by each applicable Borrower. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Lead Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (a), (b) or (c) of this Section 2.05(2) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Lead Borrower no later than 5:00 p.m., New York time, two (2) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds remaining shall be retained by the applicable Borrower (or the applicable Restricted Subsidiary) and may be applied by such Borrower or such Restricted Subsidiary in any manner not prohibited by this Agreement.
(h) Notwithstanding any other provisions of this Section 2.05(2), (A) to the extent that any or all of the Net Proceeds of any Asset Sale by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.05(2)(b) (a “Foreign Asset Sale”), the Net Proceeds of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”) or all or a portion of Excess Cash Flow are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.172.05(2) but may be retained by the applicable Foreign Subsidiary so long, prepayments but only so long, as the applicable local law will not permit repatriation to the United States (each Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow is permitted under the applicable local law, an amount equal to such Net Proceeds or Excess Cash Flow permitted to be repatriated will be promptly (and in any event not later than two (2) Business Days after any such repatriation) applied (net of additional taxes that are or would be payable or reserved against as a result thereof) to the repayment of the Revolving Credit Facility made Term Loans pursuant to this Section 2.05(b)2.05(2) to the extent otherwise provided herein and (B) to the extent that the Lead Borrower has determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Asset Sale or Foreign Casualty Event or Excess Cash Flow would have a material adverse tax consequence (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Proceeds or Excess Cash Flow, first, the Net Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary.
(i) All prepayments under this Section 2.05 shall be applied ratably accompanied by all accrued interest thereon, together with, in the case of any such prepayment of a Eurodollar Rate Loan on a date prior to the L/C Borrowings and the Swing Line Loanslast day of an Interest Period therefor, second, shall be applied ratably any amounts owing in respect of such Eurodollar Rate Loan pursuant to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral AmountSection 3.05. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.Notwithst
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Sources: Credit Agreement (Chobani Inc.)