Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Loans, to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from one Interest Period to the next Interest Period, at any time or from time to time, provided that: (a) the Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder); (b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar Loans may be prepaid or Converted only on the last day of an Interest Period for such Loans; (c) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e) hereof; (d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and (e) prepayments of Term Loans and of Incremental Facility Loans shall be applied to the installments of principal thereof ratably in accordance with the respective amounts of such installments. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company to Convert any Loan into a Eurodollar Loan, or to Continue any Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into Base Rate Loans.
Appears in 2 contracts
Sources: Credit Agreement (Frontiervision Holdings Capital Corp), Credit Agreement (Frontiervision Capital Corp)
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof4.04, the Company Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to timetime to be applied as specified by Borrower; PROVIDED, provided HOWEVER, that:
(a) the Company Borrower shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
; (b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar if LIBOR Loans may be are prepaid or Converted only other than on the last day of an Interest Period for such Loans;
, Borrower shall at such time pay all expenses and costs required by Section 5.05; and (c) any prepayments of the Term Loans pursuant to this Section 2.09 shall be applied PRO RATA between the Term Loan Tranches based upon the remaining unpaid amounts thereof and, as to each such Term Loan Tranche, the amount to be applied thereto shall be applied in inverse order of maturity among the remaining Amortization Payments based upon the remaining unpaid amounts thereof. Each notice of Conversion or Continuation of Eurodollar Loans shall be subject to substantially in the provisions form of Section 2.01(e) hereof;
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans shall be applied to the installments of principal thereof ratably in accordance with the respective amounts of such installments. EXHIBIT J. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrower to Convert any Loan into a Eurodollar LIBOR Loan, or to Continue any Eurodollar Loan as a LIBOR Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into Base Rate or Continued, as the case may be, as ABR Loans.
Appears in 2 contracts
Sources: Credit Agreement (Atrium Companies Inc), Credit Agreement (Atrium Companies Inc)
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Loans, to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from one Interest Period to the next Interest Period, at any time or from time to time, provided that:
(a) the Company Borrowers shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
(b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar Loans may be prepaid or Converted only at any time from time to time, provided that the Borrowers shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans;
(c) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e) hereof;
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to $1,000,000 or a greater multiple of $100,000;
(d) prepayments of the Term Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts specified in Section 4.04 hereofthereof; and
(e) prepayments any Conversion or Continuation of Term Loans and of Incremental Facility Eurodollar Loans shall be applied subject to the installments provisions of principal thereof ratably in accordance with the respective amounts of such installmentsSection 2.01(d) hereof. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into Base Rate Loans.Credit Agreement ----------------
Appears in 2 contracts
Sources: Credit Agreement (Mediacom Capital Corp), Credit Agreement (Mediacom LLC)
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to time, provided PROVIDED that:
(a) the Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
(b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar Loans may be prepaid or Converted only on any day, PROVIDED that, if such prepayment or Conversion falls on a day other than the last day of an Interest Period for such Loans, the Company shall pay any and all amounts required by Section 5.05 hereof as a result thereof;
(c) any Conversion or Continuation prepayments of Eurodollar the Facility C Loans under this Section 2.08 shall be subject applied first to the provisions of Section 2.01(e) hereof;Facility C Loans then outstanding which are Base Rate Loans and then to those which are Eurodollar Loans; and
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Facility D Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in under this Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans 2.08 shall be applied to ratably as among the remaining installments of principal thereof ratably in accordance with the respective amounts of such installmentsFacility D Loans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company to borrow any Loan as a Eurodollar Loan or to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Eurodollar Loans outstanding shall be automatically Converted (on the last day(s) of the respective Interest Periods therefor) into to or all Base Rate Loans shall be Continued, as the case may be, as Base Rate Loans.
Appears in 2 contracts
Sources: Supplemental Credit Agreement (Suiza Foods Corp), Supplemental Credit Agreement (Suiza Foods Corp)
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Loans, to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from one Interest Period to the next Interest Period, at any time or from time to time, provided that:
(a) the Company Borrower shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
(b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar Loans may be prepaid or Converted only at any time from time to time, provided that the Borrower shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans;
(c) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e) hereof;
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and$1,000,000 or a greater multiple of $500,000;
(ed) prepayments of the Term Loans and of Incremental Facility Loans shall be applied to the remaining installments of principal thereof such Loans ratably in accordance with the respective principal amounts thereof; and Credit Agreement ----------------
(e) any Conversion or Continuation of such installmentsEurodollar Loans shall be subject to the provisions of Section 2.01(d) hereof. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrower to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into or Continued, as the case may be, as Base Rate Loans.
Appears in 2 contracts
Sources: Credit Agreement (Mediacom LLC), Credit Agreement (Mediacom LLC)
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof4.04, the Company Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to time, provided that:
(a) the Company . Borrower shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
(b) except to . Each notice of Conversion or Continuation shall be substantially in the extent necessary to comply with the requirements form of clause (c) below, Eurodollar EXHIBIT H. If LIBOR Loans may be are prepaid or Converted only other than on the last day of an Interest Period for Period, Borrower shall at such Loans;
(c) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of time pay all expenses and costs required by Section 2.01(e) hereof;
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans shall be applied to the installments of principal thereof ratably in accordance with the respective amounts of such installments5.05. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrower to Convert any Loan into a Eurodollar LIBOR Loan, or to Continue any Eurodollar Loan as a LIBOR Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into Base Rate or Continued, as the case may be, as ABR Loans. Prepayments of the Term Loans pursuant to this Section 2.09 shall be applied PRO RATA among the Term Facilities based upon the remaining unpaid amounts thereof, except that, at the sole election of Borrower, up to $25.0 million of the Term C Facility Loans may be prepaid without prepaying any other Term Loans if such prepayment is made within five Business Days of the Closing Date; with any application (A) to the Term A Facility to be applied PRO RATA among the remaining Amortization Payments thereof based upon the remaining unpaid amounts thereof and (B) to each of the other Term Facilities to be applied in inverse order of maturity of the remaining Amortization Payments thereof. Notwithstanding the foregoing, any holder of Term B Facility Loans or Term C Facility Loans at its sole discretion may, with respect to any optional prepayment, so long as any Term A Facility Loans are then outstanding (after giving effect to the application of such required prepayment to the Term A Facility Loans), elect by written notice provided to Administrative Agent not to have all or any amount of any such required prepayments applied to such holder's Term B Facility Loans or Term C Facility Loans, as the case may be, in which case the aggregate amount so declined shall, at the option of Borrower, either be retained by Borrower or be applied PRO RATA to the remaining Amortization Payments of the Term A Facility; PROVIDED, HOWEVER, that to the extent that the aggregate principal amount of the Term A Facility Loans after giving effect to such optional prepayment is less than the aggregate amount so declined by the holders of the Term B Facility Loans and Term C Facility Loans, such amount so declined shall be allocated between the declining holders of the Term B Facility Loans and Term C Facility Loans PRO RATA based on the aggregate amount declined by each such holder.
Appears in 1 contract
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company each Borrower shall have the right to prepay Loans, to Convert Loans of one Type under one Facility into Loans of another Type under the same Facility or to Continue Eurodollar Loans from of one Interest Period to Type under one Facility as Loans of the next Interest Periodsame Type under the same Facility, at any time or from time to time, provided that:
(a) the Company such Borrower shall give the Administrative Agent (or, in the case of Swingline Loans, shall give the Swingline Lender) notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
(b) except to the extent necessary to comply with the requirements any such prepayment or Conversion of clause (c) below, a Eurodollar Loans may be prepaid or Converted only Loan other than on the last day of an Interest Period for therefor shall be accompanied by, and subject to, the payment of any amount payable under Section 5.05 hereof in respect of such Loans;prepayment or Conversion; and
(c) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e2.01(c) hereof;
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans shall be applied to the installments of principal thereof ratably in accordance with the respective amounts of such installments. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into or Continued, as the case may be, as Base Rate Loans.
Appears in 1 contract
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Swingline Loans or any Series of Revolving Credit Loans or the Term Loans, in whole at any time or in part from time to time or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to time, provided PROVIDED that:
(a) the Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the prepayment date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
(b) except the Company shall simultaneously pay interest on any principal so prepaid accrued to the extent necessary to comply with the requirements date of clause (c) below, Eurodollar Loans may be prepaid or Converted only on the last day of an Interest Period for such Loansprepayment;
(c) if any Conversion Revolving Credit Loan that is a Eurodollar Loan is prepaid or Continuation Converted on any day other than the last day of Eurodollar Loans the Interest Period therefor, the Company shall be subject to the provisions simultaneously pay any amounts required by Section 5.05 hereof in respect of Section 2.01(e) hereofsuch prepayment;
(d) prepayments or Conversions of Term Loans that are Eurodollar Loans may only be made on the last day of any Term Loan Interest Period therefor and shall be effected in such manner so that the Term Loans of both Classes (and, applied ratably to the extent that Incremental Loans are outstanding, the Incremental Loans outstanding installments of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; andTerm Loans;
(e) prepayments if any Swingline Loan is outstanding, the Revolving Credit Loans may not be prepaid or Converted;
(f) Swingline Loans may not be Continued. The Company shall not have the right to prepay any Competitive Loan without the consent of Term Loans and of Incremental Facility Loans shall be applied to the installments of principal thereof ratably in accordance with the respective amounts of Bank making such installmentsCompetitive Loan. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders Banks under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders Banks shall) suspend (for so long as such Event of Default shall be continuing) the right of the Company to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into or Continued, as the case may be, as Base Rate Loans.
Appears in 1 contract
Sources: Credit Agreement (Enhance Financial Services Group Inc)
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof4.04, the Company Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to timetime to be applied as specified by Borrower; provided, provided however, that:
(a) the Company Borrower shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
; (b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar if LIBOR Loans may be are prepaid or Converted only other than on the last day of an Interest Period for such Loans;
, Borrower shall at such time pay all expenses and costs required by Section 5.05; and (c) any prepayments of the Term Loans pursuant to this Section 2.09 shall be applied pro rata among the Term Loan Tranches based upon the remaining unpaid amounts thereof and, as to each such Term Loan Tranche, the amount to be applied thereto shall be applied pro rata among the remaining Amortization Payments based upon the remaining unpaid amounts thereof. Each notice of Conversion or Continuation of Eurodollar Loans shall be subject to substantially in the provisions form of Section 2.01(e) hereof;
(d) prepayments of Exhibit H. Notwithstanding the foregoing, any Tranche B Term Loan shall be effected in such manner so that the Lender or Tranche C Term Loans of both Classes (andLoan Lender may, with respect to any voluntary prepayment, to the extent that Incremental Tranche A Term Loans are outstandingoutstanding (after giving effect to the application of such voluntary prepayment to the Tranche A Term Loans), elect not to have all or any part of any voluntary prepayments applied to such Lender's Tranche B Term Loans or Tranche C Term Loans, as the Incremental case may be, in which case the aggregate amount of such prepayment so declined shall be applied to the remaining Amortization Payments with respect to the Tranche A Term Loans of all Series) are concurrently prepaid ratably in accordance with pro rata (to the respective outstanding principal amounts thereof and extent that the aggregate principal amount of all the Tranche A Term Loans after giving effect to such concurrent prepayments optional prepayment is at least equal to less than the amounts specified in Section 4.04 hereof; and
(e) prepayments aggregate amount so declined by the holders of the Tranche B Term Loans and Tranche C Term Loans, such amount of Incremental Facility the Tranche A Term Loans shall be applied allocated pro rata to such declining holders based on the installments of principal thereof ratably in accordance with the respective amounts of aggregate amount declined). If no Tranche A Term Loans are outstanding, such installmentselection to decline prepayments shall not be available. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrower to Convert any Loan into a Eurodollar LIBOR Loan, or to Continue any Eurodollar Loan as a LIBOR Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into Base Rate or Continued, as the case may be, as ABR Loans.
Appears in 1 contract
Sources: Credit Agreement (Pricellular Corp)
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to time, provided PROVIDED that:
(a) the Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such CREDIT AGREEMENT notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
(b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar Loans may be prepaid or Converted only on any day, PROVIDED that, if such prepayment or Conversion falls on a day other than the last day of an Interest Period for such Loans;, the Company shall pay any and all amounts required by Section 5.05 hereof as a result thereof; and
(c) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e) hereof;
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Facility B Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in under this Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans 2.08 shall be applied to ratably as among the remaining installments of principal thereof ratably in accordance with the respective amounts of such installmentsFacility B Loans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company to borrow any Loan as a Eurodollar Loan or to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Eurodollar Loans outstanding shall be automatically Converted (on the last day(s) of the respective Interest Periods therefor) into to, or all Base Rate Loans shall be Continued, as the case may be, as Base Rate Loans.
Appears in 1 contract
Sources: Credit Agreement (Suiza Foods Corp)
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to time, provided PROVIDED that:
(a) the Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
(b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar Loans may be prepaid or Converted only on any day, PROVIDED that, if such prepayment or Conversion falls on a day other than the last day of an Interest Period for such Loans;, the Company shall pay any and all amounts required by Section 5.05 hereof as a result thereof; and
(c) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e) hereof;
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Facility B Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in under this Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans 2.08 shall be applied to ratably as among the remaining installments of principal thereof ratably in accordance with the respective amounts of such installmentsFacility B Loans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company to borrow any Loan as a Eurodollar Loan or to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Eurodollar Loans outstanding shall be automatically Converted (on the last day(s) of the respective Interest Periods therefor) into to, or all Base Rate Loans shall be Continued, as the case may be, as Base Rate Loans.
Appears in 1 contract
Sources: Credit Agreement (Suiza Foods Corp)
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof4.04, the Company Borrower and PR Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to timetime to be applied as specified by Borrower or PR Borrower, provided as applicable, and in accordance with all the terms in this Section 2.09; provided, however, that:
(a) the Company Borrower or PR Borrower, as applicable, shall give the Administrative Agent a Notice of Conversion/Continuation or notice of each such prepayment, Conversion or Continuation prepayment as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
; (b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar if LIBOR Loans may be are prepaid or Converted only other than on the last day of an Interest Period for such Loans;
, Borrower or PR Borrower, as applicable, shall at such time pay all expenses and costs required by Section 5.05; (c) any Conversion or Continuation prepayments of Eurodollar Term Loans pursuant to this Section 2.09 shall be subject applied, at the sole election and option of Borrower or PR Borrower, as applicable, in any manner among the remaining Amortization Payments (but pro rata among the Term Loan Lenders, except as contemplated by the next paragraph) as Borrower or PR Borrower, as applicable, shall designate in an Officers' Certificate delivered to the provisions of Section 2.01(e) hereof;
Administrative Agent; and (d) prepayments of Term Loans pursuant to this Section 2.09 made at any Term Loan time on or prior to the first anniversary of the Closing Date shall be effected in such manner so that subject to a prepayment premium of 1% of the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount prepaid. Notwithstanding the foregoing, in the event that Borrower or PR Borrower, as applicable, elects (in its sole discretion) to provide the option (the "Option") to any of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and
(e) prepayments holders of Term Loans to elect (in the absolute and sole discretion of Incremental Facility Loans such holders) not to have all or any part of any voluntary prepayments applied to such Lender's Term Loans, Borrower or PR Borrower, as applicable, shall provide written notice of the Option with respect to such voluntary prepayment at least five Business Days prior to such voluntary prepayment to Administrative Agent and all holders of Term Loans. Any such holder may elect to accept such Option at least two Business Days prior to the date of such prepayment. Any such holder who shall not have provided written acceptance thereof to Administrative Agent at least two Business Days prior to the date of such prepayment shall be deemed to have declined such Option. Any amount of such voluntary prepayment so declined pursuant to the Option shall be applied to the installments holders of principal thereof ratably Term Loans who had not declined prepayment in accordance with any manner that Borrower or PR Borrower, as applicable, shall designate in an Officers' Certificate delivered to Administrative Agent (but pro rata among the respective amounts of such installmentsTerm Loan Lenders who shall not have declined prepayment pursuant to the Option). Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrower and PR Borrower to Convert any Loan into a Eurodollar LIBOR Loan, or to Continue any Eurodollar Loan as a LIBOR Loan, in which event all Loans shall be Converted into (on the last day(s) of the respective Interest Periods therefor) into Base Rate or Continued as, as the case may be, ABR Loans. Each Notice of Conversion/Continuation shall be substantially in the form of Exhibit H, or such other form as may be approved by Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Centennial Communications Corp /De)
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof4.04, the Company Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to timetime to be applied as specified by Borrower; provided, provided however, that:
(a) the Company Borrower shall give the -------- ------- Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
; (b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar if LIBOR Loans may be are prepaid or Converted only other than on the last day of an Interest Period for such Loans;
Loans Borrower shall at such time pay all expenses and costs required by Section 5.05; and (c) any prepayments of the Term Loans pursuant to this Section 2.09 shall be applied pro rata among the Term Loan Tranches --- ---- based upon the remaining unpaid amounts thereof and, as to each such Term Loan Tranche, the amount to be applied thereto shall be applied pro rata among the --- ---- remaining Amortization Payments of such Term Loan Tranche based upon the remaining unpaid amounts thereof. Each notice of Conversion or Continuation of Eurodollar Loans shall be subject to substantially in the provisions form of Section 2.01(e) hereof;
(d) prepayments of Exhibit J. --------- Notwithstanding the foregoing, any Tranche B Term Loan shall be effected in such manner so that the Term Loans of both Classes (andLender may, to the extent that Incremental Tranche A Term Loans are outstanding, the Incremental Loans elect not to have all or any part of all Series) are concurrently prepaid ratably voluntary prepayments applied to such Tranche B Term Loans, in accordance with the respective outstanding principal amounts thereof and which case the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans so declined shall be applied to the installments of principal thereof ratably Tranche A Term Loans to the remaining Amortization Payments under the Tranche A Term Loans, pro --- rata in accordance with the respective remaining unpaid amounts of thereof. If no Tranche A ---- Term Loans are outstanding, such installmentselection to decline prepayments shall not be available. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrower to Convert any Loan into a Eurodollar LIBOR Loan, or to Continue any Eurodollar Loan as a LIBOR Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into or Continued, as the case may be, as Alternate Base Rate Loans.
Appears in 1 contract
Sources: Credit Agreement (Tmil Corp)
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have has the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to time, in whole or in part, without premium or penalty, except as may be required by Section 5 hereof, provided that:
: (a) the Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation pursuant to a Notice of Prepayment, Conversion or Continuation substantially in the form of Exhibit J hereto and as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
; provided, however, notwithstanding Section 11.02(b) hereof, an authorized officer of the Company may deliver to the Agent an unsigned Notice of Prepayment, Conversion or Continuation by email to f▇.▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (or such other email as the Agent may direct in writing) so long as the Company delivers to the Agent a signed copy thereof relating to such notice within five (5) Business Days of the date such email is delivered to the Agent, provided, that without limiting the Company’s obligations above, if the signed copy shall not be received, each of the Agent and the Banks shall be authorized to rely on the unsigned notice (with the same force and effect as a signed notice); and (b) except to the extent necessary to comply with the requirements of clause (c) below, a Eurodollar Loans Loan may be prepaid or Converted only on the last day of an Interest Period for such Loans;
(c) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e) hereof;
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans shall be applied to the installments of principal thereof ratably in accordance with the respective amounts of such installmentsLoan. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders Banks under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuingexists, the Administrative Agent may (and at the request of the Majority Lenders Required Banks shall) suspend the right of the Company to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Eurodollar Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into to Base Rate Loans.
Appears in 1 contract
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section Sections 4.04 and 5.05 hereof, the Company Borrowers shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to time, provided that:
: (a) the Company Borrowers shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
; (b) except prepayments of the Term Loans (other than the Acquisition Loans) made on or after the initial Principal Payment Date shall be applied to the extent necessary to comply installments of the Term Loans ratably in accordance with the requirements of clause respective amounts thereof; (c) below, Eurodollar prepayments of the Acquisition Loans may made after the Supplemental Acquisition Loan Commitment Termination Date shall be prepaid or Converted only on applied ratably in accordance with the last day of an Interest Period for such Loans;
Credit Agreement 57 - 52 - respective amounts thereof; and (cd) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e2.01(d) hereof;
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans shall be applied to the installments of principal thereof ratably in accordance with the respective amounts of such installments. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into Base Rate or Continued, as the case may be, as ABR Loans.
Appears in 1 contract
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Swingline Loans or any Series of Revolving Credit Loans or any Series of Term Loans, in whole at any time or in part from time to time or to Convert Loans of one Type into Loans of another type or Continue Loans of one Type or to Continue Eurodollar as Loans from one Interest Period to of the next Interest Period, at any time or from time to timesame Type, provided that:
(a) the Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the prepayment date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
(b) except the Company shall simultaneously pay interest on any principal so prepaid accrued to the extent necessary to comply with the requirements date of clause such prepayment;
(c) belowif any Revolving Credit Loan that is a Eurodollar Loan is prepaid or Converted on any day other than the last day of the Interest Period therefor, the Company shall simultaneously pay any amounts required by Section 5.04 hereof in respect of such prepayment; Credit Agreement
(d) prepayments or Conversions of any Series of Term Loans that are Eurodollar Loans may only be prepaid or Converted only made on the last day of an any Interest Period for therefor and shall be applied ratably to the outstanding installments of such Series of Term Loans;
(ce) if any Conversion Swingline Loan is outstanding, the Revolving Credit Loans may not be prepaid or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e) hereofConverted;
(df) prepayments of any Term Loan shall Swingline Loans may not be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans shall be applied to the installments of principal thereof ratably in accordance with the respective amounts of such installmentsContinued. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders Banks under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders Banks shall) suspend (for so long as such Event of Default shall be continuing) the right of the Company to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into or Continued, as the case may be, as Base Rate Loans.
Appears in 1 contract
Sources: Credit Agreement (Enhance Financial Services Group Inc)
Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section Sections 4.04 and 5.04 hereof, the Company each Borrower shall have the right to prepay Loans, Syndicated Loans or to Convert Syndicated Loans of one Type that are denominated in Dollars into Syndicated Loans of another Type that are denominated in Dollars or to Continue Eurodollar Syndicated Loans from of one Interest Period to Type and Currency as Syndicated Loans of the next Interest Periodsame Type and Currency, at any time or from time to time, provided that:
: (a) the Company applicable Borrower shall give the Administrative Agent notice of each such prepayment, prepayment or Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);; (b) a Syndicated Loan of a Class may only be Continued as, or Converted to, a Syndicated Loan of the same Class; (c) a Syndicated Loan denominated in one Currency may not be Continued as, or Converted to, a Syndicated Loan in a different Currency; (d) a Syndicated Loan denominated in a Foreign Currency may not be Converted to a Loan of a different Type; and (e) no Syndicated Loan denominated in a Foreign Currency may be Continued if, after giving effect thereto, the sum of the aggregate Multicurrency Credit Exposure of all of the Multicurrency Banks would exceed the aggregate Multicurrency Commitments at such time.
(b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar Loans No Money Market Loan may be prepaid or Converted only on without the last day consent of an Interest Period for the Bank holding such Loans;Money Market Loan.
(c) any Conversion or Continuation of Eurodollar Loans shall be subject to Notwithstanding the foregoing provisions of this Section 2.01(e) hereof;
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans shall be applied to the installments of principal thereof ratably in accordance with the respective amounts of such installments. Notwithstanding the foregoing2.09, and without limiting the rights and remedies of the Lenders Banks under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders Banks or, with respect to any Loan denominated in any Foreign Currency, the Majority Multicurrency Banks, shall)
(i) suspend the right of the Borrowers to Convert any Loan denominated in Dollars into a Eurocurrency Loan, or to Continue any Loan denominated in Dollars as a Eurocurrency Loan, in which event all Loans denominated in Dollars shall be Converted (on the last day of the respective Interest Period therefor) or Continued, as the case may be, as Base Rate Loans and/or (ii) suspend the right of the Company to Convert have any Loan into denominated in a Eurodollar Loan, or Foreign Currency to Continue any Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) have an Interest Period of the respective Interest Periods therefor) into Base Rate Loansmore than one month's duration.
Appears in 1 contract
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company Borrowers shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to time, provided that:
(a) the Company Borrowers shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);; Credit Agreement
(b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar Loans may be prepaid or Converted only at any time from time to time, provided that the Borrowers shall pay any amounts owing under Section 5.05 hereof in the event of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans;
(c) prepayments of any Class of Term Loans or Incremental Facility Term Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and
(d) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e) hereof;
(d) prepayments . It shall not be necessary in connection with the prepayment of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and
(e) prepayments Class of Term Loans and of or Incremental Facility Term Loans shall that concurrent prepayments be applied to the installments made of principal thereof ratably in accordance with the respective amounts any other Class of such installmentsLoans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into or Continued, as the case may be, as Base Rate Loans. Notwithstanding the foregoing, any optional prepayment of Tranche B Term Loans effected on or prior to the first anniversary of the Closing Date with the proceeds of a substantially concurrent borrowing of Incremental Facility Term Loans under this Agreement (or any other class of term loans permitted under this Agreement pursuant to an amendment hereto), shall be accompanied by a prepayment fee equal to 1.00% of the aggregate amount of such prepayment in the event that the Applicable Margin in respect of such Incremental Facility Term Loans (or other term loans) is less than the corresponding Applicable Margin in respect of the Tranche B Term Loans.
Appears in 1 contract
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof4.04, the Company Borrower and PR Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to timetime to be applied as specified by Borrower or PR Borrower, provided as applicable, and in accordance with all the terms in this Section 2.09; provided, however, that:
(a) the Company Borrower or PR Borrower, as applicable, shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
; (b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar if LIBOR Loans may be are prepaid or Converted only other than on the last day of an Interest Period for such Loans;
, Borrower or PR Borrower, as applicable, shall at such time pay all expenses and costs required by Section 5.05; and (c) prepayments of the Term Loans pursuant to this Section 2.09 shall be applied (i) at the sole election and option of Borrower or PR Borrower, as applicable, in an amount not to exceed the then current available Prepayment Designation Basket in any Conversion manner among the Term Loan Tranches and the remaining Amortization Payments thereof as Borrower shall designate in an Officers' Certificate delivered to Administrative Agent; and (ii) unless applied in accordance with the foregoing subclause, pro rata among the Term Loan Tranches based upon the remaining unpaid amounts thereof and as to the remaining Amortization Payments of each such Term Loan Tranche in any manner that Borrower shall designate in an Officers' Certificate delivered to Administrative Agent. Each prepayment made pursuant to this Section 2.09 of the Tranche B-PR Term Loans or Continuation the Tranche C-PR Term Loans made on or prior to the third anniversary of Eurodollar the Original Closing Date shall be accompanied by a premium payment in cash of 1% of the aggregate principal amount of such Loan prepaid. Any prepayment of the Tranche B-PR Term Loans or the Tranche C-PR Term Loans made in connection with any refinancing of the Loans shall be subject to the provisions deemed an optional prepayment under this Section 2.09 and not a mandatory prepayment of Section 2.01(e) hereof;
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans under Section 2.10. Notwithstanding the foregoing, in the event that Borrower elects (in its sole discretion) to provide the option (the "Option") to any of both Classes the holders of Tranche B-PR Term Loans and Tranche C-PR Term Loans to elect (in the absolute and sole discretion of such holders) not to have all or any part of any voluntary prepayments applied to such Lender's Tranche B-PR Term Loans or Tranche C-PR Term Loans, as the case may be, Borrower shall provide written notice of the Option with respect to such voluntary prepayment at least five Business Days prior to such voluntary prepayment to Administrative Agent and all holders of Tranche B-PR Term Loans and Tranche C-PR Term Loans. Any such holder may elect to accept such Option (in whole or in part) on or prior to the Business Day prior to the date of such prepayment. Any such holder who shall not have provided written acceptance thereof to Administrative Agent on or prior to the Business Day prior to the date of such prepayment shall be deemed to have declined such Option. Any amount of such voluntary prepayment so declined pursuant to the Option shall be applied (i) first, pro rata between the Tranche A Term Loans and the Tranche A-PR Term Loans and, as to any such Term Loan Tranche, to the remaining Amortization Payments thereof in any manner that Borrower shall designate in an Officers' Certificate delivered to Administrative Agent; and (ii) second, to the extent that Incremental no Tranche A Term Loans or Tranche A-PR Term Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal after giving effect to the amounts specified in Section 4.04 hereof; and
application required by the previous clause (e) prepayments of i), pro rata between Tranche B-PR Term Loans and Tranche C-PR Term Loans (based upon the remaining unpaid principal amounts thereof) of Incremental Facility Loans shall be applied the holders thereof who had not declined prepayment, and, as to any such Term Loan Tranche, to the installments of principal thereof ratably remaining Amortization Payments thereunder in accordance with the respective amounts of such installmentsany manner that Borrower shall designate in an Officers' Certificate delivered to Administrative Agent. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrower to Convert any Loan into a Eurodollar LIBOR Loan, or to Continue any Eurodollar Loan as a LIBOR Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into Base Rate or Continued, as the case may be, as ABR Loans.. Each notice of Conversion or Continuation shall be substantially in the form of Exhibit H.
Appears in 1 contract
Sources: Reaffirmation Agreement (Centennial Communications Corp /De)
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof4.04, the Company Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to time, provided that:
(a) the Company Borrower shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
(b) except to the extent necessary to comply with the requirements upon any prepayment of clause (c) below, Eurodollar Loans may be prepaid or Converted only other than on the last day of an Interest Period for such Loans, the Borrower shall pay any amounts owing under Section 5.05 as a result of such prepayment;
(c) prepayments of the Term Loans shall be applied to the Facility A and Facility B Term Loans ratably in accordance with the respective then-outstanding aggregate amounts of such Loans (and, as to the Loans of each such Class, ratably to each Sub-Series of the Loans of such Class in accordance with the respective then-outstanding aggregate amounts of such Sub-Series) and, each such prepayment of Facility A and Facility B Term Loans shall be applied to the installments thereof in the inverse order of maturity; and
(d) any Conversion into or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e) hereof;
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans shall be applied to the installments of principal thereof ratably in accordance with the respective amounts of such installments2.01(d). Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrower to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into into, or Continued as, as the case may be, Base Rate Loans.. Credit Agreement
Appears in 1 contract
Sources: Credit Agreement (Premier Parks Inc)
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to time, provided PROVIDED that:
(a) the Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
(b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar Loans may be prepaid or Converted only on any day, PROVIDED that, if such prepayment or Conversion falls on a day other than the last day of an Interest Period for such Loans;, the Company shall pay any and all amounts required by Section 5.05 hereof as a result thereof; and
(c) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e) hereof;
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Facility B Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in under this Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans 2.08 shall be applied to ratably as among the remaining installments of principal thereof ratably in accordance with the respective amounts of such installmentsFacility B Loans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company to borrow any Loan as a Eurodollar Loan or to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Eurodollar Loans outstanding shall be automatically Converted (on the last day(s) of the respective Interest Periods therefor) into to or all Base Rate Loans shall be Continued, as the case may be, as Base Rate Loans.
Appears in 1 contract
Sources: Credit Agreement (Suiza Foods Corp)
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof4.04, the Company Borrowers shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to time, provided that:
(ai) the Company Borrowers shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
(bii) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar Loans may be prepaid or Converted only at any time from time to time, provided that the Borrowers shall pay any amounts owing under Section 5.05 in the event of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans;
(ciii) prepayments of any Class of Term Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; Table of Contents
(iv) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e) hereof;2.01(f); and
(dv) prepayments solely with respect to the Tranche G Term Loans, if on or prior to the first anniversary of the Restatement Effective Date (A) any optional or mandatory prepayment of the Tranche G Term Loans from the proceeds of a substantially concurrent borrowing of term loans is effected and the interest rate in respect of such term loans is less than the interest rate in respect of the Tranche G Term Loans; provided that, in determining such applicable interest rates, original issue discount (“OID”) or upfront fees (but exclusive of any Term Loan arrangement, structuring or other fees payable in connection therewith that are not shared with all lenders providing such term loans) (which shall be effected in such manner so that deemed to constitute a like amount of OID) paid by the Term Loans of both Classes (and, Borrowers to the extent lenders under the term loan in the initial primary syndication thereof shall be included and equated to interest rate (with OID being equated to interest based on an assumed four-year average life), or (B) any Non-Consenting Lender is required to transferits Loans in connection with the Borrowers’ exercise of their rights pursuant to Section 5.08 in connection with an amendment to this Agreement that Incremental Loans are outstanding, has the Incremental Loans effect of all Series) are concurrently prepaid ratably lowering the interest rate (as determined in accordance with the respective outstanding principal amounts thereof and preceding subclause (A)) on the Tranche G Term Loans, then, in each such case, the prepayment or assignment shall be accompanied by a fee equal to 1.00% of the aggregate principal amount of the Tranche G Term Loans, subject to such prepayment or assignment, as applicable.
(vi) solely with respect to the Tranche H Term Loans, if on or prior to November 29, 2013, (i) any optional or mandatory prepayment of Tranche H Term Loans is made from the proceeds of a substantially concurrent borrowing of new term loans which new term loans have a yield that is less than the yield in respect of the Tranche H Term Loans; provided that, in determining such applicable interest rates, original issue discount (“OID”) or upfront fees (but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all lenders providing such concurrent prepayments term loans) (which shall be deemed to constitute a like amount of OID) paid by the Borrowers to the lenders under any such term loan in the initial primary syndication thereof shall be included and equated to interest rate (with OID being equated to interest based on an assumed four-year average life) or (ii) any Lender is at least required to assign its Tranche H Term Loans in connection with an amendment to the terms of the Tranche H Term Loans that has the effect of reducing the yield on the Tranche H Term Loans, then, in each such case, the Borrowers shall pay a premium to each applicable Lender equal to 1.00% of the amounts specified aggregate principal amount of such Lender’s Tranche H Term Loans subject to prepayment or assignment. It shall not be necessary in Section 4.04 hereof; and
(e) prepayments connection with the prepayment of any Class of Term Loans and that concurrent prepayments be made of Incremental Facility Loans shall be applied to the installments any other Class of principal thereof ratably in accordance with the respective amounts of such installmentsLoans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof9, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into or Continued, as the case may be, as Base Rate Loans.
Appears in 1 contract
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have has the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to time, in whole or in part, without premium or penalty, except as may be required by Section 5 hereof, provided that:
: (a) the Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation pursuant to a Notice of Prepayment, Conversion or Continuation substantially in the form of Exhibit J hereto and as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
; provided, however, notwithstanding Section 11.02(b) hereof, an authorized officer of the Company may deliver to the Agent an unsigned Notice of Prepayment, Conversion or Continuation by email to fm.▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇r such other email as the Agent may direct in writing) so long as the Company delivers to the Agent a signed copy thereof relating to such notice within five (5) Business Days of the date such email is delivered to the Agent, provided, that without limiting the Company’s obligations above, if the signed copy shall not be received, each of the Agent and the Banks shall be authorized to rely on the unsigned notice (with the same force and effect as a signed notice); and (b) except to the extent necessary to comply with the requirements of clause (c) below, a Eurodollar Loans Loan may be prepaid or Converted only on the last day of an Interest Period for such Loans;
(c) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e) hereof;
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans shall be applied to the installments of principal thereof ratably in accordance with the respective amounts of such installmentsLoan. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders Banks under Section 9 hereof, in the event that any Event of Default exists or a demand for payment of and Cash Collateral (if applicable) for any Loan Obligations by the Required Banks shall have occurred and be continuingbeen made, the Administrative Agent may (and at the request of the Majority Lenders Required Banks or the demanding Bank, if applicable, shall) suspend the right of the Company to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Eurodollar Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into to Base Rate Loans.
Appears in 1 contract
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company Borrower shall have the right to prepay Loans, to Convert Dollar Loans and Term Loans of one Type into Loans of another Type or to Continue Eurodollar Eurocurrency Loans from one Interest Period to the next another Interest Period, at any time or from time to time, provided PROVIDED that:
: (a) the Company Borrower shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
; (b) except to the extent necessary to comply with the requirements upon any prepayment or Conversion of clause (c) below, Eurodollar Eurocurrency Loans may be prepaid or Converted only other than on the last day of an Interest Period for such Loans;
, the Borrower shall pay any amounts owing under Section 5.05 hereof as a result of such prepayment or Conversion; (c) any Conversion into or Continuation of Eurodollar Eurocurrency Loans shall be subject to the provisions of Section 2.01(e2.01(d) hereof;
; and (d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans shall be applied pro rata to the then remaining principal installments of principal thereof ratably in accordance with the respective amounts of such installmentsthereof. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrower to Convert any Loan into a Eurodollar Loan, or to Continue any Eurodollar Loan as a Eurocurrency Loan, in which event (x) all Eurodollar Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into into, or Continued as, as the case may be, Base Rate Loans.Loans and (y) each Sterling Loans shall be deemed repaid (on the last day of the Interest Period therefor) and automatically reborrowed as a Base Rate Loan in an aggregate principal amount equal to the Dollar Equivalent of such Sterling Loan on the last day of the Interest Period therefor. CREDIT AGREEMENT
Appears in 1 contract
Sources: Credit Agreement (Panavision Inc)
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof4.04, the Company Borrowers shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to time, provided that:
(ai) the Company Borrowers shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
(bii) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar Loans may be prepaid or Converted only at any time from time to time, provided that the Borrowers shall pay any amounts owing under Section 5.05 in the event of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans;
(ciii) prepayments of any Class of Term Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof;
(iv) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e) hereof;2.01(f); and
(dv) prepayments solely with respect to the Tranche F Term Loans, if on or prior to the six month anniversary of the Restatement Effective Date, (A) any optional or mandatory prepayment of the Tranche F Term Loans from the proceeds of a substantially concurrent borrowing of term loans is effected and the interest rate in respect of such term loans is less than the interest rate in respect of the Tranche F Term Loans; provided that, in determining such applicable interest rates, original issue discount (“OID”) or upfront fees (but exclusive of any Term Loan arrangement, structuring or other fees payable in connection therewith that are not shared with all lenders providing such term loans) (which shall be effected in such manner so that deemed to constitute a like amount of OID) paid by the Term Loans of both Classes (and, Borrowers to the extent lenders under the term loan in the initial primary syndication thereof shall be included and equated to interest rate (with OID being equated to interest based on an assumed four-year average life), or (B) any Non-Consenting Lender is required to transfer its Loans in connection with the Borrowers’ exercise of their rights pursuant to Section 5.08 in connection with an amendment to this Agreement that Incremental Loans are outstanding, has the Incremental Loans effect of all Series) are concurrently prepaid ratably lowering the interest rate (as determined in accordance with the respective outstanding principal amounts thereof and preceding subclause (A)) on the Tranche F Term Loans, then, in each such case, the prepayment or assignment shall be accompanied by a fee equal to 1.00% of the aggregate principal amount of all the Tranche F Term Loans, subject to such concurrent prepayments is at least equal to prepayment or assignment, as applicable. It shall not be necessary in connection with the amounts specified in Section 4.04 hereof; and
(e) prepayments prepayment of any Class of Term Loans and that concurrent prepayments be made of Incremental Facility Loans shall be applied to the installments any other Class of principal thereof ratably in accordance with the respective amounts of such installmentsLoans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof9, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into or Continued, as the case may be, as Base Rate Loans.
Appears in 1 contract
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Loans, to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from one Interest Period to the next Interest Period, at any time or from time to time, provided that:
(a) the Company Borrowers shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);; Credit Agreement ----------------
(b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar Loans may be prepaid or Converted only at any time from time to time, provided that the Borrowers shall pay any amounts owing under Section 5.05 -------- hereof in the event of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans;
(c) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e) hereof;
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and$1,000,000 or a greater multiple of $500,000;
(ed) prepayments of the Term Loans and of Incremental Facility Loans shall be applied to the remaining installments of principal thereof such Loans ratably in accordance with the respective principal amounts thereof; and
(e) any Conversion or Continuation of such installmentsEurodollar Loans shall be subject to the provisions of Section 2.01(d) hereof. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into or Continued, as the case may be, as Base Rate Loans.
Appears in 1 contract
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company Borrowers shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to time, provided that:
(a) the Company Borrowers shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
(b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar Loans may be prepaid or Converted only at any time from time to time, provided that the Borrowers shall pay any amounts owing under Section 5.05 hereof in the event of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans;
(c) prepayments of any Class of Term Loans or Incremental Facility Term Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and
(d) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e) hereof;
(d) prepayments . It shall not be necessary in connection with the prepayment of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and
(e) prepayments Class of Term Loans and of or Incremental Facility Term Loans shall that concurrent prepayments be applied to the installments made of principal thereof ratably in accordance with the respective amounts any other Class of such installmentsLoans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into or Continued, as the case may be, as Base Rate Loans. Notwithstanding the foregoing, any optional prepayment of Tranche B Term Loans effected on or prior to the first anniversary of the Closing Date with the proceeds of a substantially concurrent borrowing of Incremental Facility Term Loans under this Agreement (or any other class of term loans permitted under this Agreement pursuant to an amendment hereto), shall be accompanied by a prepayment fee equal to 1.00% of the aggregate amount of such prepayment in the event that the Applicable Margin in respect of such Incremental Facility Term Loans (or other term loans) is less than the corresponding Applicable Margin in respect of the Tranche B Term Loans.
Appears in 1 contract
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, ; the Company shall have the right to prepay Swingline Loans or any Series of Revolving Credit Loans or the Term Loans, in whole at any time or in part from time to time or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Period, at any time or from time to timesame Type, provided that:
(a) the Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the prepayment date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
(b) except the Company shall simultaneously pay interest on any principal so prepaid accrued to the extent necessary to comply with the requirements date of clause (c) below, Eurodollar Loans may be prepaid or Converted only on the last day of an Interest Period for such Loansprepayment;
(c) if any Conversion Revolving Credit Loan that is a Eurodollar Loan is prepaid or Continuation Converted on any day other than the last day of Eurodollar Loans the Interest Period therefor, the Company shall be subject to the provisions simultaneously pay any amounts required by Section 5.05 hereof in respect of Section 2.01(e) hereofsuch prepayment;
(d) prepayments or Conversions of Term Loans that are Eurodollar Loans may only be made on the last day of any Term Loan Interest Period therefor and shall be effected in such manner so that the Term Loans of both Classes (and, applied ratably to the extent that Incremental Loans are outstanding, the Incremental Loans outstanding installments of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; andTerm Loans;
(e) prepayments if any Swingline Loan is outstanding, the Revolving Credit Loans may not be prepaid or Converted,
(f) Swingline Loans may not be Continued. The Company shall not have the right to prepay any Competitive Loan without the consent of Term Loans and of Incremental Facility Loans shall be applied to the installments of principal thereof ratably in accordance with the respective amounts of Bank making such installmentsCompetitive Loan. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders Banks under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders Banks shall) suspend (for so long as such Event of Default shall be continuing) the right of the Company to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into or Continued, as the case may be, as Base Rate Loans.
Appears in 1 contract
Sources: Credit Agreement (Enhance Financial Services Group Inc)
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 4.03 hereof, the Company Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to time, provided that:
that (a) the Company Borrower shall give the Administrative Agent Lender notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 4.04 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
, (b) except to the extent necessary to comply with the requirements any prepayment or Conversion of clause (c) below, Eurodollar Loans may be prepaid or Converted only other than on the last day of an Interest Period for such Loans;
therefor shall be accompanied by payment of any amount required to be reimbursed under Section 5.05 hereof and (c) any Conversion into or Continuation of Eurodollar Loans shall be subject to the provisions of the last sentence of Section 2.01(e) 2.01 hereof;
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans shall be applied to the installments of principal thereof ratably in accordance with the respective amounts of such installments. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders Lender under Section 9 hereof, in the event that if any Event of Default shall have has occurred and be continuingis continuing and the Lender so notifies the Borrower, the Administrative Agent may then, so long as an Event of Default is continuing (and at the request of the Majority Lenders shalli) suspend the right of the Company Borrower to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event shall be suspended and (ii) all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into into, or Continued as, as the case may be, Base Rate Loans.
Appears in 1 contract
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Loans, to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from one Interest Period to the next Interest Period, at any time or from time to time, provided that:
(a) the Company Borrowers shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
(b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar Loans may be prepaid or Converted only at any time from time to time, provided that the Borrowers shall pay any amounts owing -------- under Section 5.05 hereof in the event of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans;
(c) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e) hereof;
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and$1,000,000 or a greater multiple of $500,000;
(ed) prepayments of the Term Loans and of Incremental Facility Loans shall be applied to the remaining installments of principal thereof such Loans ratably in accordance with the respective principal amounts thereof; and
(e) any Conversion or Continuation of such installmentsEurodollar Loans shall be subject to the provisions of Section 2.01(d) hereof. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into or Continued, as the case may be, as Base Rate Loans.
Appears in 1 contract
Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.04 4.04(a) hereof, the Company Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to time, provided that:
: (ai) the Company Borrower shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
; (bii) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar Loans may be prepaid or Converted only on the last day of an Interest Period for such Loans;
; and (c) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e) hereof;
(diii) prepayments of any Tranche A Term Loan Loans or Tranche C Term Loans under this Section 2.08(a) shall be effected in applied to each of such manner so that the Term Classes of Loans (x) as between such Classes of both Classes (andLoans, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably pro rata in accordance with the respective outstanding aggregate principal amounts thereof outstanding on the date of prepayment and the aggregate principal amount (y) as within such Classes of all such concurrent prepayments is at least equal Loans, to the amounts specified respective installments thereof in Section 4.04 hereof; andthe inverse order of their maturities.
(eb) prepayments of Term Loans and of Incremental Facility Loans shall be applied Notwithstanding anything contained herein to the installments of principal thereof ratably in accordance with the respective amounts of such installments. Notwithstanding the foregoingcontrary, and without limiting the rights and remedies of the Lenders under Section 9 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrower to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Credit Agreement Periods therefor) into or Continued, as the case may be, as Base Rate Loans.
Appears in 1 contract
Sources: Third Amended and Restated Credit Agreement (Sinclair Broadcast Group Inc)
Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.04 hereof4.04, the Company Borrowers shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to time, provided that:
(ai) the Company Borrowers shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder; provided that any such notice of prepayment may, subject to Section 5.05, be conditioned upon the occurrence of a refinancing transaction or other event);
(bii) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar Loans may be prepaid or Converted only at any time from time to time, provided that the Borrowers shall pay any amounts owing under Section 5.05 in the event of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans;
(ciii) prepayments of any Class of Term Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof;
(iv) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e) hereof;2.01(f); and
(dv) prepayments solely with respect to the Tranche M Term Loans, if on or prior to the date that is six calendar months after the Fourth Restatement Effective Date (A) any optional or mandatory prepayment of the Tranche M Term Loans from the proceeds of a substantially concurrent borrowing of term loans is effected and the interest rate in respect of such term loans is less than the interest rate in respect of the Tranche M Term Loans; provided that, in determining such applicable interest rates, original issue discount (“OID”) or upfront fees (but exclusive of any Term Loan arrangement, structuring or other fees payable in connection therewith that are not shared with all lenders providing such term loans) (which shall be effected in such manner so that deemed to constitute a like amount of OID) paid by the Term Loans of both Classes (and, Borrowers to the extent lenders under the term loan in the initial primary syndication thereof shall be included and equated to interest rate (with OID being equated to interest based on an assumed four-year average life), or (B) any Non-Consenting Lender is required to transfer its Loans in connection with the Borrowers’ exercise of their rights pursuant to Section 5.08 in connection with an amendment to this Agreement that Incremental Loans are outstanding, has the Incremental Loans effect of all Series) are concurrently prepaid ratably lowering the interest rate (as determined in accordance with the respective outstanding principal amounts thereof and preceding subclause (A)) on the Tranche M Term Loans, then, in each such case, the prepayment or assignment shall be accompanied by a fee equal to 1.00% of the aggregate principal amount of all the Tranche M Term Loans, subject to such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; andprepayment or assignment, as applicable.
(eb) prepayments It shall not be necessary in connection with the prepayment of any Class of Term Loans and that concurrent prepayments be made of Incremental Facility Loans shall be applied to the installments any other Class of principal thereof ratably in accordance with the respective amounts of such installmentsLoans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof9, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into or Continued, as the case may be, as Base Rate Loans.
Appears in 1 contract
Optional Prepayments and Conversions or Continuations of Loans. (a) Subject to Section 4.04 hereof4.04, the Company Borrower shall have the right to prepay LoansLoans (without premium or penalty) of a Tranche, or to Convert convert Loans of a Tranche of one Type into Loans of such Tranche of another Type or to Continue Eurodollar continue Loans from of a Tranche of one Interest Period to Type as Loans of such Tranche of the next Interest Periodsame Type, at any time or from time to time, provided that:
(a) the Company . Borrower shall give the Administrative Agent notice of each such prepayment, Conversion conversion or Continuation continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder; provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests);
(b) except to . Each Notice of Continuation/Conversion shall be substantially in the extent necessary to comply with the requirements form of clause (c) below, Eurodollar Exhibit C hereto. If Term SOFR Loans may be are prepaid or Converted only converted other than on the last day of an Interest Period for therefor, Borrower shall at such Loans;
(c) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of time pay all expenses and costs required by Section 2.01(e) hereof;
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans shall be applied to the installments of principal thereof ratably in accordance with the respective amounts of such installments5.05. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereofArticle XI, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and and, at the request of the Majority Lenders Required Lenders, shall) ), upon written notice to Borrower, have the right to suspend the right of the Company Borrower to Convert convert any Loan into a Eurodollar Term SOFR Loan, or to Continue continue any Eurodollar Loan as a Term SOFR Loan, in which event all Loans shall be Converted converted (on the last day(s) of the respective Interest Periods therefor) into Base Rate or continued, as the case may be, as ABR Loans. Swingline Loans may not be converted or continued.
(b) The amount of any optional prepayments described in Section 2.09(a) shall be applied to prepay Loans outstanding in order of amortization, in amounts and to Tranches, all as determined by Borrower.
Appears in 1 contract
Sources: Credit Agreement (Boyd Gaming Corp)
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company each Borrower shall have the right to prepay Loans, to Convert Loans of one Type under one Facility into Loans of another Type under the same Facility or to Continue Eurodollar Loans from of one Interest Period to Type under one Facility as Loans of the next Interest Periodsame Type under the same Facility, at any time or from time to time, provided PROVIDED that:
(a) the Company such Borrower shall give the Administrative Agent (or, in the case of Swingline Loans, shall give the Swingline Lender) notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
(b) except to the extent necessary to comply with the requirements any such prepayment or Conversion of clause (c) below, a Eurodollar Loans may be prepaid or Converted only Loan other than on the last day of an Interest Period for therefor shall be accompanied by, and subject to, the Credit Agreement ---------------- payment of any amount payable under Section 5.05 hereof in respect of such Loansprepayment or Conversion;
(c) prepayments of Loans under the Term Loan Facility shall be applied FIRST in the direct order of maturity of the installments of such Loans falling due within one year from the date of prepayment and THEN ratably to the remaining installments of such Loans; and
(d) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e2.01(d) hereof;
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans shall be applied to the installments of principal thereof ratably in accordance with the respective amounts of such installments. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into or Continued, as the case may be, as Base Rate Loans.
Appears in 1 contract
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof4.04, the Company Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to timetime to be applied as specified by Borrower; provided, provided however, that:
(a) the Company Borrower shall give the -------- ------- Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
; (b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar if any LIBOR Loans may be are prepaid or Converted only other than on the last day of an Interest Period for such Loans;
, Borrower shall pay all amounts due under Section 5; and (c) any prepayments of the Term Loans pursuant to this Section 2.09 shall be applied pro rata among the Term Loan Tranches based upon the remaining unpaid --- ---- amounts thereof and (A) as to Tranche A Term Loans, the amount to be applied thereto shall be applied pro rata among the remaining Amortization Payments --- ---- based upon the remaining unpaid amounts thereof and (B) as to the Tranche B Term Loans, the amount to be applied thereto shall be applied in inverse order of maturity of the remaining Amortization Payments thereunder. Each notice of Conversion or Continuation of Eurodollar Loans shall be subject substantially in the form of Exhibit J. --------- Notwithstanding the foregoing, in the event that Borrower elects (in its sole discretion) to provide the option (the "Option") to any of the holders ------ of Tranche B Term Loans to elect (in the absolute and sole discretion of such holders) not to have all or any part of any voluntary prepayments applied to such Lender's Tranche B Term Loans, Borrower shall provide written notice of the Option with respect to such voluntary prepayment at least five Business Days prior to such voluntary prepayment to Administrative Agent and all holders of Tranche B Term Loans. Any such holder may elect to accept such Option (in whole or in part) on or prior to the provisions Business Day prior to the date of Section 2.01(e) hereof;
(d) prepayments such prepayment. Any such holder who shall not have provided written acceptance thereof to Administrative Agent on or prior to the Business Day prior to the date of any Term Loan such prepayment shall be effected in deemed to have declined such manner Option. Any amount of such voluntary prepayment so that declined pursuant to the Option shall be applied (i) first, pro rata to the remaining Amortization Payments of the Tranche A Term Loans of both Classes ----- --- ---- Loans; and (andii) second, to the extent that Incremental no Tranche A Term Loans are outstanding------ outstanding after giving effect to the application required by the previous clause (i), the Incremental to Tranche B Term Loans of all Series) are concurrently prepaid ratably the holders thereof who had not declined prepayment in accordance inverse order of maturity with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal respect to the amounts specified in Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans shall be applied to the installments of principal thereof ratably in accordance with the respective amounts of such installmentsremaining Amortization Payments thereunder. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrower to Convert any Loan into a Eurodollar LIBOR Loan, or to Continue any Eurodollar Loan as a LIBOR Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into or Continued, as the case may be, as Alternate Base Rate Loans.
Appears in 1 contract
Sources: Credit Agreement (Krasovec Frank P)
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereofhereof and paragraph (h) of Annex I hereto, the Company each Borrower shall have the right right, with respect to the Loans made to it, to prepay Loans, or (in the case of Loans denominated in U.S. Dollars or Canadian Dollars) to Convert Loans of one Type into Loans of another Type or (in the case of all Loans) to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to time, provided that:
: (a) the Company such Borrower shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
) and (b) except to the extent necessary to comply with the requirements upon any prepayment or Conversion of clause (c) below, Eurodollar Eurocurrency Loans may be prepaid or Converted only Bankers' Acceptance Loans other than on the last day of an Interest Period for such Loans (or, in the case of Bankers' Acceptance Loans;
(c) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e) hereof;
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with maturity dates for the respective outstanding principal underlying Bankers' Acceptances), such Borrower shall pay any amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in owing under Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans shall be applied to the installments of principal thereof ratably in accordance with the respective amounts 5.05 hereof as a result of such installmentsprepayment or Conversion. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) (x) with respect to Loans denominated in U.S. Dollars, suspend the right of the Company Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all such Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into or Continued, as the case may be, as Base Rate LoansLoans and (y) with respect to Loans denominated in Canadian Dollars, suspend the right of the Borrowers to Convert any Loan into a Bankers' Acceptance Loan, or to Continue any Loan as a Bankers' Acceptance Loan, in which event all such Loans shall be Converted (on the maturity date therefor) or Continued, as the case may be, as Canadian Base Rate Loans and (z) with respect to Loans denominated in Dutch Guilders, require that any such Loans be Continued only as Euroguilder Loans with Interest Periods of one-month's duration.
Appears in 1 contract
Sources: Credit Agreement (Fabrene Group Inc)
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof4.04, the Company Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to timetime to be applied as specified by Borrower; provided, provided however, that:
(a) rata among the Company shall give remaining Amortization Payments of such Term Loan Tranche based ---- upon the Administrative Agent remaining unpaid amounts thereof. Each notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
(b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar Loans may be prepaid or Converted only on the last day of an Interest Period for such Loans;
(c) any Conversion or Continuation of Eurodollar Loans shall be subject to substantially in the provisions form of Section 2.01(e) hereof;
(d) prepayments of Exhibit J. --------- Notwithstanding the foregoing, any Tranche B Term Loan shall be effected in such manner so that the Term Loans of both Classes (andLender may, to the extent that Incremental Tranche A Term Loans are outstanding, the Incremental Loans elect not to have all or any part of all Series) are concurrently prepaid ratably voluntary prepayments applied to such Tranche B Term Loans, in accordance with the respective outstanding principal amounts thereof and which case the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans so declined shall be applied to the installments of principal thereof ratably Tranche A Term Loans to the remaining Amortization Payments under the Tranche A Term Loans, pro --- rata in accordance with the respective remaining unpaid amounts of thereof. If no Tranche A ---- Term Loans are outstanding, such installmentselection to decline prepayments shall not be available. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrower to Convert any Loan into a Eurodollar LIBOR Loan, or to Continue any Eurodollar Loan as a LIBOR Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into or Continued, as the case may be, as Alternate Base Rate Loans.
Appears in 1 contract
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof4.04, the Company Borrower shall have the right to prepay Loans, in whole or in part, without penalty or premium, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to timetime to be applied as specified by Borrower; provided, provided however, that:
: (a) the Company Borrower shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
; (b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar if LIBOR Loans may be are prepaid or Converted only other than on the last day of an Interest Period for such Loans;
, Borrower shall at such time pay all expenses and costs required by Section 5.05; and (c) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e) hereof;
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, pursuant to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in this Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans 2.09 shall be applied to scheduled Amortization Payments on a pro rata basis. Each notice of Conversion or Continuation shall be substantially in the installments form of principal thereof ratably in accordance with the respective amounts of such installments. Exhibit J. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrower to Convert any Loan into a Eurodollar LIBOR Loan, or to Continue any Eurodollar Loan as a LIBOR Loan, in which -42- event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into Base Rate or Continued, as the case may be, as ABR Loans.
Appears in 1 contract
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof4.04, the Company Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to timetime to be applied as specified by Borrower; provided, provided however, that:
(a) the Company Borrower shall give the -------- ------- Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
; (b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar if LIBOR Loans may be are prepaid or Converted only other than on the last day of an Interest Period for such Loans;
, Borrower shall at such time pay all expenses and costs required by Section 5.05; and (c) any prepayments of the Term Loans pursuant to this Section 2.09 shall be applied pro --- rata. among the Term Loan Tranches based upon the remaining unpaid amounts ---- thereof and, as to each such Term Loan Tranche, the amount to be applied thereto shall be applied pro rata among the remaining Amortization Payments based upon --- ---- the remaining unpaid amounts thereof. Each notice of Conversion or Continuation of Eurodollar Loans shall be subject to substantially in the provisions form of Section 2.01(e) hereof;
(d) prepayments of Exhibit 1. --------- Notwithstanding the foregoing, any Tranche B Term Loan shall be effected in such manner so that the Term Loans of both Classes (andLender may, with respect to any voluntary prepayment to the extent that Incremental Tranche A Term Loans are outstandingoutstanding (after giving effect to the application of such voluntary prepayment to the Tranche A Term Loans), the Incremental Loans elect not to have all or any part of all Series) are concurrently prepaid ratably any voluntary prepayments applied to such Lender's Tranche B Term Loans, in accordance with the respective outstanding principal amounts thereof and which case the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans prepayment so declined shall be applied to the installments of principal thereof ratably in accordance remaining Amortization Payments with respect to the respective amounts of Tranche A Term Loans pro rata. If no Tranche A Term Loans are outstanding, such installmentselection to decline --- ---- prepayments shall not be available. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrower to Convert any Loan into a Eurodollar LIBOR Loan, or to Continue any Eurodollar Loan as a LIBOR Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into Base Rate or Continued, as the case may be, as ABR Loans.
Appears in 1 contract
Sources: Credit Agreement (Princess Beverly Coal Holding Co Inc)
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to time, provided that:
: (a) the Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
; (b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar Loans may be prepaid or Converted only on the last day of an Interest Period for such Loans;
; (c) prepayments of the Term Loans shall be applied ratably to the Tranche A Term Loans and the Tranche B Term Loans and, in the case of each such Class, to the installments of the Term Loans pro rata in accordance with the respective amounts of such installments; and (d) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e2.01(d) hereof;
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans shall be applied to the installments of principal thereof ratably in accordance with the respective amounts of such installments. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into or Continued, as the case may be, as Base Rate Loans.
Appears in 1 contract
Sources: Credit Agreement (Eller Media Corp)
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company Borrowers shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to time, provided that:
(a) the Company Borrowers shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
(b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar Loans may be prepaid or Converted only at any time from time to time, provided that the Borrowers shall pay any amounts owing under Section 5.05 hereof in the event of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans;
(c) prepayments of any Class of Term Loans or Incremental Facility Term Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof; and
(d) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e2.01(f) hereof;
(d) prepayments . It shall not be necessary in connection with the prepayment of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and
(e) prepayments Class of Term Loans and of or Incremental Facility Term Loans shall that concurrent prepayments be applied to the installments made of principal thereof ratably in accordance with the respective amounts any other Class of such installmentsLoans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into or Continued, as the case may be, as Base Rate Loans.
Appears in 1 contract
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Swingline Loans, the Increased Commitment Loans or any Series of Revolving Credit Loans or the Term Loans, in whole at any time or in part from time to time or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to time, provided PROVIDED that:
(a) the Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the prepayment date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
(b) except the Company shall simultaneously pay interest on any principal so prepaid accrued to the extent necessary to comply with the requirements date of clause (c) below, Eurodollar Loans may be prepaid or Converted only on the last day of an Interest Period for such Loansprepayment;
(c) if any Conversion Revolving Credit Loan or Continuation Increased Commitment Loan that is a Eurodollar Loan is prepaid or Converted on any day other than the last day of Eurodollar Loans the Interest Period therefor, the Company shall be subject to the provisions simultaneously pay any amounts required by Section 5.05 hereof in respect of Section 2.01(e) hereofsuch prepayment;
(d) prepayments or Conversions of Term Loans that are Eurodollar Loans may only be made on the last day of any Term Loan Interest Period therefor and shall be effected in such manner so that the Term Loans of both Classes (and, applied ratably to the extent that Incremental Loans are outstanding, the Incremental Loans outstanding installments of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; andTerm Loans;
(e) prepayments of Term if any Swingline Loan is outstanding, the Increased Commitment Loans and Revolving Credit Loans may not be prepaid or Converted;
(f) Swingline Loans may not be Continued;
(g) Any payments received by or on behalf of Incremental Facility Loans the Company shall first be applied to reduce the installments outstanding Increased Commitment Loans, if any. The Company shall not have the right to prepay any Competitive Loan without the consent of principal thereof ratably in accordance with the respective amounts of Bank making such installmentsCompetitive Loan. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders Banks under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders Banks shall) suspend (for so long as such Event of Default shall be continuing) the right of the Company to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into or Continued, as the case may be, as Base Rate Loans."
(h) Subsection (a) of Section 3.01 of the Credit Agreement is deleted and replaced with the following:
(a) The Company hereby promises to pay to the Administrative Agent for account of each Bank providing any such Loan (i) the outstanding principal amount of each of such Bank's Increased Commitment Loans, and each Increased Commitment Loan shall mature, upon the expiration of the Increased Commitment Period, (ii) the outstanding principal amount of each of such Bank's Revolving Credit Loans, and each Revolving Credit Loan shall mature, on the Commitment Termination Date and (iii) the outstanding principal amount of each Competitive Loan, and each Competitive Loan shall mature, on the last day of the Interest Period applicable to such Loan."
(i) Subsection (a) of Section 3.02 of the Credit Agreement is deleted and replaced with the following:
(a) if such Loan is a Revolving Credit Loan or an Increased Commitment Loan, (i) during such periods as such Loan is a Base Rate Loan, the Base Rate (as in effect from time to time) PLUS the Applicable Margin and (ii) during such periods as such Loan is a Eurodollar Loan, for each Interest Period relating thereto, the Eurodollar Rate for such Loan for such Interest Period PLUS the Applicable Margin;"
(j) Section 4.02 of the Credit Agreement is deleted and replaced with the following:
Appears in 1 contract
Sources: Credit Agreement (Enhance Financial Services Group Inc)
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof4.04, the Company Borrowers shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to time, provided that:
(ai) the Company Borrowers shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
(bii) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar Loans may be prepaid or Converted only at any time from time to time, provided that the Borrowers shall pay any amounts owing under Section 5.05 in the event of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans;
(ciii) prepayments of any Class of Term Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof;
(iv) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e) hereof;2.01(f); and
(dv) prepayments solely with respect to the Tranche I Term Loans, if on or prior to the date that is six calendar months after the Third Restatement Effective Date (A) any optional or mandatory prepayment of the Tranche I Term Loans from the proceeds of a substantially concurrent borrowing of term loans is effected and the interest rate in respect of such term loans is less than the interest rate in respect of the Tranche I Term Loans; provided that, in determining such applicable interest rates, original issue discount (“OID”) or upfront fees (but exclusive of any Term Loan arrangement, structuring or other fees payable in connection therewith that are not shared with all lenders providing such term loans) (which shall be effected in such manner so that deemed to constitute a like amount of OID) paid by the Term Loans of both Classes (and, Borrowers to the extent lenders under the term loan in the initial primary syndication thereof shall be included and equated to interest rate (with OID being equated to interest based on an assumed four-year average life), or (B) any Non-Consenting Lender is required to transfer its Loans in connection with the Borrowers’ exercise of their rights pursuant to Section 5.08 in connection with an amendment to this Agreement that Incremental Loans are outstanding, has the Incremental Loans effect of all Series) are concurrently prepaid ratably lowering the interest rate (as determined in accordance with the respective outstanding principal amounts thereof and preceding subclause (A)) on the Tranche I Term Loans, then, in each such case, the prepayment or assignment shall be accompanied by a fee equal to 1.00% of the aggregate principal amount of all the Tranche I Term Loans, subject to such concurrent prepayments is at least equal prepayment or assignment, as applicable.
(vi) solely with respect to the amounts specified in Section 4.04 hereof; and
Tranche J Term Loans, if on or prior to the one year anniversary of the Third Restatement Effective Date (eA) prepayments any optional or mandatory prepayment of the Tranche J Term Loans from the proceeds of a substantially concurrent borrowing of term loans is effected and the interest rate in respect of Incremental Facility Loans such term loans is less than the interest rate in respect of the Tranche J Term Loans; provided that, in determining such applicable interest rates, OID or upfront fees (but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all lenders providing such term loans) (which shall be applied deemed to constitute a like amount of OID) paid by the Borrowers to the installments lenders under the term loan in the initial primary syndication thereof shall be included and equated to interest rate (with OID being equated to interest based on an assumed four-year average life), or (B) any Non-Consenting Lender is required to transfer its Loans in connection with the Borrowers’ exercise of principal thereof ratably their rights pursuant to Section 5.08 in connection with an amendment to this Agreement that has the effect of lowering the interest rate (as determined in accordance with the respective amounts preceding subclause (A)) on the Tranche J Term Loans, then, in each such case, the prepayment or assignment shall be accompanied by a fee equal to 1.00% of the aggregate principal amount of the Tranche J Term Loans, subject to such installmentsprepayment or assignment, as applicable. It shall not be necessary in connection with the prepayment of any Class of Term Loans that concurrent prepayments be made of any other Class of Loans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof9, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into or Continued, as the case may be, as Base Rate Loans.
Appears in 1 contract
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof4.04, the Company shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to time, provided that:
: (a) the Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
; (b) except to the extent necessary to comply with the requirements any prepayment or Conversion of clause (c) below, Eurodollar Loans may be prepaid or Converted only other than on the last day of an Interest Period for such Loans;
Loans shall be accompanied by payment of any amounts owing under Section 5.05 as a result of such prepayment; and (c) any Conversion into or Continuation of Eurodollar Loans shall be subject to the provisions proviso set forth at the end of Section 2.01(e) hereof;
2.01. Each such notice of prepayment shall be in substantially the form of Exhibit I (d) prepayments a "Notice of Prepayment"), and each such notice of any Term Loan Conversion or Continuation shall be effected in such manner so that substantially the Term Loans form of both Classes Exhibit J (and, to the extent that Incremental Loans are outstanding, the Incremental Loans a "Notice of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans shall be applied to the installments of principal thereof ratably in accordance with the respective amounts of such installmentsConversion/Continuation"). Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into into, or Continued as, as the case may be, Base Rate Loans.. Credit Agreement ----------------
Appears in 1 contract
Sources: Credit Agreement (Excelcom Inc)
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof4.04, the Company Borrower and PR Borrower shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to timetime to be applied as specified by Borrower or PR Borrower, provided as applicable, and in accordance with all the terms in this Section 2.09; provided, however, that:
(a) the Company Borrower or PR Borrower, as applicable, shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
; (b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar if LIBOR Loans may be are prepaid or Converted only other than on the last day of an Interest Period for such Loans;
, Borrower or PR Borrower, as applicable, shall at such time pay all expenses and costs required by Section 5.05; and (c) prepayments of the Term Loans pursuant to this Section 2.09 shall be applied (i) at the sole election and option of Borrower or PR Borrower, as applicable, in an amount not to exceed the then current available Prepayment Designation Basket in any Conversion manner among the Term Loan Tranches and the remaining Amortization Payments thereof as Borrower shall designate in an Officers' Certificate delivered to Administrative Agent; provided, however, that any such voluntary prepayments applied to any remaining Amortization Payments of the Tranche B Term Loans or Continuation the Tranche C Term Loans may only be applied either (at the sole election and option of Eurodollar Borrower or PR Borrower, as the case may be) in inverse order of maturity or pro rata, (ii) at the sole election and option of PR Borrower, to the Tranche A-PR Term Loans (without regard to (or deduction from) the Prepayment Designation Basket) in any manner among the remaining Amortization Payments thereof as PR Borrower shall designate in an Officers' Certificate delivered to Administrative Agent but if and only to the extent such optional prepayment is made from internally generated funds of PR Borrower and its Subsidiaries, and (iii) unless applied in accordance with the foregoing subclauses (i) or (ii), pro rata among the Term Loan Tranches based upon the remaining unpaid amounts thereof and (A) as to Tranche A Term Loans and Tranche A-PR Term Loans, the amount to be applied thereto shall be applied pro rata among the remaining Amortization Payments based upon the remaining unpaid amounts thereof and (B) as to each of the Tranche B Term Loans and the Tranche C Term Loans, the amount to be applied thereto shall be applied in inverse order of maturity of the remaining Amortization Payments thereunder. Each prepayment made pursuant to this Section 2.09 of the Tranche B Term Loans or the Tranche C Term Loans made (A) on or prior to the first anniversary of the Closing Date shall be accompanied by a premium payment in cash of 2% of the aggregate principal amount of such Loan prepaid and (B) after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date shall be accompanied by a premium payment in cash of 1% of the aggregate principal amount of such Loan prepaid. Any prepayment of the Tranche B Term Loans or the Tranche C Term Loans made in connection with any refinancing of the Loans shall be subject to the provisions deemed an optional prepayment under this Section 2.09 and not a mandatory prepayment of Section 2.01(e) hereof;
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans under Section 2.10. Notwithstanding the foregoing, in the event that Borrower elects (in its sole discretion) to provide the option (the "Option") to any of both Classes the holders of Tranche B Term Loans and Tranche C Term Loans to elect (in the absolute and sole discretion of such holders) not to have all or any part of any voluntary prepayments applied to such Lender's Tranche B Term Loans or Tranche C Term Loans, as the case may be, Borrower shall provide written notice of the Option with respect to such voluntary prepayment at least five Business Days prior to such voluntary prepayment to Administrative Agent and all holders of Tranche B Term Loans and Tranche C Term Loans. Any such holder may elect to accept such Option (in whole or in part) on or prior to the Business Day prior to the date of such prepayment. Any such holder who shall not have provided written acceptance thereof to Administrative Agent on or prior to the Business Day prior to the date of such prepayment shall be deemed to have declined such Option. Any amount of such voluntary prepayment so declined pursuant to the Option shall be applied (i) first, pro rata between the Tranche A Term Loans and the Tranche A-PR Term Loans and, as to any such Term Loan Tranche, pro rata to the remaining Amortization Payments thereof; and (ii) second, to the extent that Incremental no Tranche A Term Loans or Tranche A-PR Term Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal after giving effect to the amounts specified in Section 4.04 hereof; and
application required by the previous clause (e) prepayments of i), pro rata between Tranche B Term Loans and Tranche C Term Loans (based upon the remaining unpaid principal amounts thereof) of Incremental Facility Loans shall be applied the holders thereof who had not declined prepayment, and, as to any such Term Loan Tranche, in inverse order of maturity with respect to the installments of principal thereof ratably in accordance with the respective amounts of such installmentsremaining Amortization Payments thereunder. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrower to Convert any Loan into a Eurodollar LIBOR Loan, or to Continue any Eurodollar Loan as a LIBOR Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into Base Rate or Continued, as the case may be, as ABR Loans.. Each notice of Conversion or Continuation shall be substantially in the form of Exhibit H.
Appears in 1 contract
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 4.03 hereof, the Company Borrowers shall have the right to prepay Loans, Loans or to Convert Loans all or a part of any Loan of one Type into Loans of another Type (PROVIDED that a Loan that is not a Swingline Loan cannot be converted to a Swingline Loan and a Loan (including a Swingline Loan) cannot be converted to a Letter of Credit) or to Continue Eurodollar all or a part of any Loan of one Type as Loans from one Interest Period to of the next Interest Periodsame Type, at any time or from time to time, provided and Convert Letters of Credit Liabilities and Swingline Loan Liabilities into Loans hereunder and may Continue any Letter of Credit, PROVIDED that:
: (a) the Company applicable Borrower shall give the Administrative Lender and the Agent (or in the case of Swingline Loans, shall give BOM instead of the Agent) notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
; (b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar Loans and BA Loans may be prepaid or Converted only on the last day of an Interest Period for such Loans;
; (c) any the Lender concurrently makes an identical prepayment, Conversion or Continuation of Eurodollar Loans shall be subject to under the provisions of Section 2.01(e) hereof;
Funding Credit Agreement; and (d) prepayments the Conversion of any Term a Swingline Loan to another Type of Loan shall be effected in such manner so that satisfy the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal full amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans shall be applied to the installments of principal thereof ratably in accordance with the respective amounts of such installmentsrelated Swingline Loan Liability. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders Lender under Section 9 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent Lender may (and at and, if the request of Lender may only maintain loans under the Majority Lenders Funding Credit Agreement based on the Chase Canada Prime Rate, shall) by notice to Canadian Forest suspend the right of the Company Borrowers to Convert any Loan into a Eurodollar Loan, a U.S. Base Rate Loan or a BA Loan or to Continue any Loan as a Eurodollar Loan, a U.S. Base Rate Loan or a BA Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor, if applicable) into Base Rate or Continued, as the case may be, as Canadian Prime Loans.
Appears in 1 contract
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof4.04, the Company Borrowers shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to time, provided that:
(ai) the Company Borrowers shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
(bii) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar Loans may be prepaid or Converted only at any time from time to time, provided that the Borrowers shall pay any amounts owing under Section 5.05 in the event of any such prepayment or Conversion on any date other than the last day of an Interest Period for such Loans;
(ciii) prepayments of any Class of Term Loans shall be applied to the remaining installments of such Loans ratably in accordance with the respective principal amounts thereof;
(iv) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e) hereof;2.01(f); and
(dv) prepayments solely with respect to the Tranche G Term Loans, if on or prior to the first anniversary of the Restatement Effective Date (A) any optional or mandatory prepayment of the Tranche G Term Loans from the proceeds of a substantially concurrent borrowing of term loans is effected and the interest rate in respect of such term loans is less than the interest rate in respect of the Tranche G Term Loans; provided that, in determining such applicable interest rates, original issue discount (“OID”) or upfront fees (but exclusive of any Term Loan arrangement, structuring or other fees payable in connection therewith that are not shared with all lenders providing such term loans) (which shall be effected in such manner so that deemed to constitute a like amount of OID) paid by the Term Loans of both Classes (and, Borrowers to the extent lenders under the term loan in the initial primary syndication thereof shall be included and equated to interest rate (with OID being equated to interest based on an assumed four-year average life), or (B) any Non-Consenting Lender is required to transfer its Loans in connection with the Borrowers’ exercise of their rights pursuant to Section 5.08 in connection with an amendment to this Agreement that Incremental Loans are outstanding, has the Incremental Loans effect of all Series) are concurrently prepaid ratably lowering the interest rate (as determined in accordance with the respective outstanding principal amounts thereof and preceding subclause (A)) on the Tranche G Term Loans, then, in each such case, the prepayment or assignment shall be accompanied by a fee equal to 1.00% of the aggregate principal amount of the Tranche G Term Loans, subject to such prepayment or assignment, as applicable.
(vi) solely with respect to the Tranche H Term Loans, if on or prior to November 29, 2013, (i) any optional or mandatory prepayment of Tranche H Term Loans is made from the proceeds of a substantially concurrent borrowing of new term loans which new term loans have a yield that is less than the yield in respect of the Tranche H Term Loans; provided that, in determining such applicable interest rates, original issue discount (“OID”) or upfront fees (but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all lenders providing such concurrent prepayments term loans) (which shall be deemed to constitute a like amount of OID) paid by the Borrowers to the lenders under any such term loan in the initial primary syndication thereof shall be included and equated to interest rate (with OID being equated to interest based on an assumed four-year average life) or (ii) any Lender is at least required to assign its Tranche H Term Loans in connection with an amendment to the terms of the Tranche H Term Loans that has the effect of reducing the yield on the Tranche H Term Loans, then, in each such case, the Borrowers shall pay a premium to each applicable Lender equal to 1.00% of the amounts specified aggregate principal amount of such Lender’s Tranche H Term Loans subject to prepayment or assignment. It shall not be necessary in Section 4.04 hereof; and
(e) prepayments connection with the prepayment of any Class of Term Loans and that concurrent prepayments be made of Incremental Facility Loans shall be applied to the installments any other Class of principal thereof ratably in accordance with the respective amounts of such installmentsLoans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof9, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into or Continued, as the case may be, as Base Rate Loans.. Table of Contents
Appears in 1 contract
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof4.04, the Company Borrower shall have the right to prepay Loans, in whole or in part, without penalty or premium, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to timetime to be applied as specified by Borrower; provided, provided however, that:
(a) the Company Borrower shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
; (b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar if LIBOR Loans may be are prepaid or Converted only other than on the last day of an Interest Period for such Loans;
, Borrower shall at such time pay all expenses and costs required by Section 5.05; and (c) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e) hereof;
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, pursuant to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in this Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans 2.09 shall be applied to scheduled Amortization Payments on a pro rata basis. Each notice of Conversion or Continuation shall be substantially in the installments form of principal thereof ratably in accordance with the respective amounts of such installments. Exhibit J. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof10, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrower to Convert any Loan into a Eurodollar LIBOR Loan, or to Continue any Eurodollar Loan as a LIBOR Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into Base Rate or Continued, as the case may be, as ABR Loans.
Appears in 1 contract
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from of one Interest Period to Type as Loans of the next Interest Periodsame Type, at any time or from time to time, provided that:
: (a) the Company shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
; (b) except to the extent necessary to comply with the requirements of clause (c) below, Eurodollar Loans may be prepaid or Converted only on the last day of an Interest Period for such Loans;
; (c) any Conversion or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e) hereof;
(d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans shall be applied ratably to outstanding amounts of Term Loan A and Term Loan B and ratably among the maturities of the installments of principal thereof such Term Loans, provided that for so long as Term Loan A is outstanding, any Lender holding a Term Loan B Loan may waive its right to such Lender's portion of any prepayment made pursuant to this Section 2.09, in which case such amounts that would have been paid to such Lender will be applied ratably in accordance with the respective to outstanding amounts of Term Loan A and Term Loan B (other than such installmentsTerm Loan B Loans that are the subject of the waiver) and ratably among the maturities of the installments of such Term Loans; and (d) no Loan may be Converted into a Eurodollar Loan until the earlier to occur of (x) the conclusion of the syndication period with respect to the Loans, as notified to the 24184999 Company by the Administrative Agent and (y) the 90th day after the Closing Date. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into or Continued, as the case may be, as Base Rate Loans.
Appears in 1 contract
Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company Borrower shall have the right to prepay Loans, to Convert Loans of one Type into Loans of another Type or to Continue Eurodollar Loans from one Interest Period to the next another Interest Period, at any time or from time to time, provided that:
: (a) the Company Borrower shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder);
; (b) except to the extent necessary to comply with the requirements upon any prepayment or Conversion of clause (c) below, Eurodollar Loans may be prepaid or Converted only other than on the last day of an Interest Period for such Loans;
, the Borrower shall pay any amounts owing under Section 5.05 hereof as a result of such prepayment or Conversion; (c) any Conversion into or Continuation of Eurodollar Loans shall be subject to the provisions of Section 2.01(e2.01(c) hereof;
; and (d) prepayments of any Term Loan shall be effected in such manner so that the Term Loans of both Classes (and, to the extent that Incremental Loans are outstanding, the Incremental Loans of all Series) are concurrently prepaid ratably in accordance with the respective outstanding principal amounts thereof and the aggregate principal amount of all such concurrent prepayments is at least equal to the amounts specified in Section 4.04 hereof; and
(e) prepayments of Term Loans and of Incremental Facility Loans shall be applied pro rata to the then remaining principal installments of principal thereof ratably in accordance with the respective amounts of such installmentsthereof. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 10 hereof, in the event that any Event of Default shall have occurred and be continuing, the Administrative Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company Borrower to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s) of the respective Interest Periods therefor) into into, or Continued as, as the case may be, Base Rate Loans.
Appears in 1 contract
Sources: Credit Agreement (Panavision Inc)