Prepayments and Reductions Due to Reversion of Surplus Assets of Pension Plans. On the date of return to Company or any of its Subsidiaries of any surplus assets of any pension plan of Company or any of its Subsidiaries, (1) Company shall prepay the Tranche B Term Loans in an amount equal to Existing Lenders' Share of an amount (the "NET REVERSION AMOUNT") equal to 100% of such returned surplus assets, net of transaction costs and expenses incurred in obtaining such return, including incremental taxes payable as a result thereof, and (2) to the extent Existing Lenders' Share of the Net Reversion Amount exceeds the aggregate outstanding principal amount of the Tranche B Term Loans, Company shall prepay in an amount equal to such excess first the Swing Line Loans to the full extent thereof and second the Revolving Loans, and the Revolving Loan Commitments shall be permanently reduced, in an amount equal to such excess; provided that to the extent any portion of New Lenders' Share of any Net Reversion Amount is not applied to prepay the New Term Loans, Company shall promptly make an additional prepayment of the Tranche B Term Loans, Swing Line Loans or Revolving Loans, as the case may be (and, if applicable, the Revolving Loan Commitments shall be permanently reduced), in the manner described above in an amount equal to such portion not so applied to prepay the New Term Loans.
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Prepayments and Reductions Due to Reversion of Surplus Assets of Pension Plans. On the date of return reversion to Company or any of its Subsidiaries of any surplus assets of any pension plan of Company or any of its Subsidiaries, (1) Company shall prepay the Tranche B Term Loans and/or the Revolving Loan Commitments shall be permanently reduced in an amount equal to Existing Lenders' Share of an aggregate amount (such amount being the "NET REVERSION AMOUNT"“Net Pension Proceeds”) equal to 100% of such returned surplus assets, net of transaction costs and expenses incurred in obtaining such return, including incremental taxes payable as a result thereof. If Company is required to apply any portion of Net Pension Proceeds to prepay Indebtedness evidenced by the AXELs under the AXEL Credit Agreement or the Senior Subordinated Notes or the Discount Notes (under the terms of the New Sub Debt Indentures), and (2) then notwithstanding anything contained in this Agreement to the extent Existing Lenders' Share of the Net Reversion Amount exceeds the aggregate outstanding principal amount of the Tranche B Term Loanscontrary (but subject to subsection 2.4B(iv)(d) hereof), Company shall prepay in an amount equal to apply such excess first the Swing Line Loans Net Pension Proceeds to the full extent thereof and second the Revolving Loans, and the Revolving Loan Commitments shall be permanently reduced, in an amount equal to such excess; provided that to the extent any portion of New Lenders' Share of any Net Reversion Amount is not applied to prepay the New Term Loans, Company shall promptly make an additional prepayment of the Tranche B A Term Loans, Swing Line Loans or Revolving Loans, as and the case may be (andAXELs pro rata according to the respective outstanding principal amount, if applicableany, of each, then to the prepayment of Revolving Loans and/or the reduction of Revolving Loan Commitments shall be permanently reduced)Commitments, in the manner described above in an amount equal each case so as to such portion not so applied eliminate or minimize any obligation to prepay any such Indebtedness evidenced by the New Term LoansSenior Subordinated Notes or the Discount Notes.
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Sources: Credit Agreement (Sealy Corp)