Voluntary Prepayments. The Company shall have the right to prepay Loans, without premium or penalty (except for amounts owing under Section 2.11), in whole or in part from time to time on the following terms and conditions: (i) the Company shall give the Administrative Agent at its Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount; (iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and (iv) each prepayment of Loans pursuant to this Section 4.01 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financing.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Omnova Solutions Inc), Term Loan Credit Agreement (Omnova Solutions Inc)
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay Loansthe Loans comprising the same Borrowing, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (Ax) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or and (By) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect of any Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the applicable Minimum Amount andAdministrative Agent); provided, that if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than $1,000,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the applicable Minimum Amount;
Borrower shall have no force or effect and (iii) each prepayment pursuant to this Section 4.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such the Loans; and
(iv) each prepayment of Loans . Each notice delivered by the Borrower pursuant to this Section 4.01 4.01(a) shall be applied irrevocable; provided, that a notice of prepayment of all Loans then outstanding may state that such notice is conditioned upon the receipt of proceeds from the incurrence or issuance of Indebtedness or equity interests or the effectiveness of other credit facilities.
(b) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the then remaining Scheduled Repayments and Incremental Scheduled Repayments extent) provided in such order as Section 13.12(b), the Company shall specify Borrower may, upon five Business Days’ prior written notice to the Administrative Agent in writing at the time Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Loans of such prepaymentLender, together with accrued and unpaid interest and other amounts (including all amounts, if any, owing pursuant to Section 1.11) owing to such Lender in accordance with, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior subject to the first anniversary of requirements of, said Section 13.12(b) so long as the Restatement Effective Dateconsents, the Company (xif any, required by Section 13.12(b) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of the repayment pursuant to this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIb) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingshall have been obtained.
Appears in 2 contracts
Sources: Credit Agreement (Magellan Health Inc), Credit Agreement (Magellan Health Inc)
Voluntary Prepayments. The Company (a) Subject to Section 5.05, the Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (Ax) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or and (By) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders;
; (ii) (x) each partial prepayment in respect of any Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $2,000,000 (or such lesser amount as is acceptable to the applicable Minimum Amount andAdministrative Agent) and (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among to the Revolving Loans, with each RL Lender to be allocated its applicable RL Percentage of the amount of such Loans; and
(iv) each prepayment, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the then remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and Incremental Scheduled Repayments to the extent) provided in such order as Section 13.12(b), the Company shall specify Borrower may, upon five Business Days’ prior written notice to the Administrative Agent in writing at the time Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans of such prepaymentLender (including all amounts, if any, owing pursuant to Section 2.11), together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and if subject to the Company fails requirements of, said Section 13.12(b), so long as (A) in the case of the repayment of Revolving Loans of any Lender pursuant to so specify this clause (b), (x) the application Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments) and (y) such Lender’s RL Percentage, if any, of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (B) the consents, if any, required by Section 13.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained. Each prepayment at of the time of such prepayment, then such prepayment Term Loans pursuant to this Section 5.01(b) shall be applied to reduce the then remaining Scheduled Term Loan Repayments and Incremental Scheduled Repayments in direct order of maturity such Term Loans on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled RepaymentTerm Loan Repayments after giving effect to all prior reductions thereto). The foregoing notwithstanding.
(c) Notwithstanding anything to the contrary herein, in the event thatthat the Borrower (i) prepays, on refinances, substitutes or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes replaces any prepayment of Term Loans in connection with any a Repricing Transaction, or (yii) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment fee equal to 11.0% of the aggregate principal amount of such prepayment (or, in the applicable case of clause (ii) above, of the aggregate amount of Term Loans outstanding immediately prior to such amendment and amendment) if made on or prior to the date that is prepaid or refinanced pursuant to such amendment with one year after the incurrence of long-term bank debt financingEffective Date.
Appears in 2 contracts
Sources: Amendment Agreement (Lee Enterprises, Inc), First Lien Credit Agreement (Lee Enterprises, Inc)
Voluntary Prepayments. The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (Ax) in the case of Base Rate Loans, at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (By) in the case of Eurodollar Loans, at least three two Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Eurodollar Loans, which notice (in each case) shall specify the principal amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall shall, except in the case of Swingline Loans, promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect of any Revolving Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least the applicable Minimum Amount and$500,000 and each prepayment of Swingline Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $50,000, PROVIDED that if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower, shall have no force or effect, (iii) each prepayment pursuant to this Section 4.01, in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata PRO RATA among such Loans; and
Revolving Loans and (iv) each prepayment of Eurodollar Loans made pursuant to this Section 4.01 on a day which is not the last day of an Interest Period applicable thereto shall be applied to accompanied by the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time payment of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans all amounts owing in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced therewith pursuant to such amendment with the incurrence of long-term bank debt financingSection 1.11.
Appears in 2 contracts
Sources: Credit Agreement (Alpine Group Inc /De/), Credit Agreement (Alpine Group Inc /De/)
Voluntary Prepayments. The Company Borrower shall have the right to prepay the Revolving Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (A) at least one three Business Day’s Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Revolving Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Revolving Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
Banks; (ii) each partial prepayment in respect of any Revolving Loans pursuant to this Section 4.01 shall be in an aggregate principal amount of at least the applicable Minimum Amount and$2,000,000, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 4.01 in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and
(iv) each prepayment of Loans pursuant to this Section 4.01 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financing.
Appears in 2 contracts
Sources: Credit Agreement (Pool Energy Services Co), Credit Agreement (Pool Energy Services Co)
Voluntary Prepayments. The Company (a) Each Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) (or 11:00 A.M. (New York City time) in the case of succeeding clause (A)) at its the Notice Office (A) at least one Business Day’s prior same day written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar LIBOR Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar LIBOR Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar LIBOR Loans were made, and which notice the Administrative Agent shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each of the Lenders; (ii) (A) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $250,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case); provided, that, if any partial prepayment of LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by such Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; provided, that, at such Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender (it being understood and agreed that, if at any time thereafter any such Defaulting Lender ceases to be a Defaulting Lender under this Agreement, each Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain of the Lenders, and incur additional Revolving Loans from certain other Lenders, in each case to the extent necessary so that all of the Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Loan Commitments and with the Borrowers being obligated to pay to the respective Lenders any costs of the type referred to in Section 2.11 in connection with any such repayment and/or Borrowing).
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrowers may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders;
), repay all Revolving Loans of such Lender, together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (iiincluding all amounts, if any, owing pursuant to Section 2.11) each partial prepayment in respect accordance with, and subject to the requirements of, Section 13.12(b), so long as (i) (A) the Revolving Loan Commitment of any Loans such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Revolving Loan Commitments) and (B) such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in an aggregate principal amount of at least the applicable Minimum Amount and, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount;
(iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each prepayment of Loans pursuant to this Section 4.01 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify manner satisfactory to the Administrative Agent in writing at and the time of such prepaymentrespective Issuing Lenders and (ii) the consents, and if the Company fails to so specify the application of such prepayment at the time of such prepaymentany, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (xrequired by Section 13.12(b) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of the repayment pursuant to this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIb) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingshall have been obtained.
Appears in 2 contracts
Sources: Abl Credit Agreement (CVR Partners, Lp), Abl Credit Agreement (CVR Energy Inc)
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Revolving Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar such Revolving Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Revolving Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders;
(ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is reasonably acceptable to the applicable Minimum Amount andAdministrative Agent), if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar Revolving Loans made pursuant to any Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount$1,000,000;
(iii) at the time of any prepayment of Eurodollar Loans pursuant to this Section 5.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required to be paid pursuant to Section 2.11; and
(iv) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and
(iv) each , provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) In the then remaining Scheduled Repayments event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and Incremental Scheduled Repayments to the extent) provided in such order as Section 14.12(b), the Company shall specify Borrower may, upon five Business Days’ prior written notice to the Administrative Agent in writing at the time Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Revolving Loans of such prepaymentLender (including all amounts, if any, owing pursuant to Section 2.11), together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender in accordance with, and if subject to the Company fails to requirements of, said Section 14.12(b), so specify long as (A) the application Revolving Loan Commitment of such prepayment at the time of such prepayment, then Lender is terminated concurrently with such prepayment (at which time Schedule I shall be applied deemed modified to reduce reflect the then remaining Scheduled Repayments and Incremental Scheduled Repayments changed Revolving Loan Commitments), (B) such Lender’s Percentage of all outstanding Letters of Credit is cash collateralized in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior a manner reasonably satisfactory to the first anniversary of Administrative Agent and the Restatement Effective Daterespective Issuing Lender(s), and (C) the Company (xconsents, if any, required under Section 14.12(b) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of the prepayment pursuant to this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIb) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financinghave been obtained.
Appears in 2 contracts
Sources: Credit Agreement (Trico Marine Services Inc), Credit Agreement (Trico Marine Services Inc)
Voluntary Prepayments. The Company Borrower shall have the right to prepay Loans, without premium or penalty (except for amounts owing under Section 2.11), Revolving Loans and Swingline Loans in whole or in part from time to time on the following terms and conditions:
(i) the Company Borrower shall give the Administrative Agent at its Notice the Administrative Agent's Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loansmake such prepayment, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans were made, which notice shall be given by the Borrower no later than (x) in the case of Revolving Loans, 11:00 A.M. (New York time) one Business Day prior to, or (y) in the case of Swingline Loans, 11:00 A.M. (New York time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the Lenders or Swingline Lenders;
, as the case may be; (ii) each partial prepayment in respect of any Loans Borrowing shall be in an aggregate principal amount of at least the applicable Minimum Amount and$10,000,000, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount;
Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans or Swingline Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans or Swingline Loans; and
(iv) each , provided that, at the Borrower's election in connection with any prepayment of Loans pursuant to this Section 4.01 4.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Lender at any time when the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal aggregate amount of each Revolving Loans of any Non-Defaulting Lender exceeds such Scheduled Repayment and Incremental Scheduled Repayment)Non-Defaulting Lender's Percentage of all Revolving Loans then outstanding. The foregoing notwithstanding, in Borrower shall not have the event that, on or prior right to voluntarily prepay any Competitive Bid Loan without the first anniversary consent of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and Lender that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financinghas made same.
Appears in 2 contracts
Sources: Credit Agreement (Rj Reynolds Tobacco Holdings Inc), Credit Agreement (Rj Reynolds Tobacco Holdings Inc)
Voluntary Prepayments. The Company (a) Each Borrower shall have the right to prepay the Loans (other than Bid Loans and Local Currency Loans) made to it, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(i) the Company respective Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office (Ax) same day written notice (or telephonic notice promptly confirmed in writing) of such Borrower's intent to prepay Base Rate Loans or Swingline Loans and (y) at least one three Business Day’s Days' prior written notice (or telephonic notice promptly confirmed in writing) of its such Borrower's intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Eurocurrency Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Eurocurrency Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
Banks; and (ii) each partial prepayment in respect of any Loans shall be in of Loans having an aggregate principal amount Original Dollar Amount of at least the applicable Minimum Amount and, if greater, in integral multiples as set forth in the definition of Minimum Amount; $500,000 provided that no such voluntary if any partial prepayment of Eurodollar Eurocurrency Loans made pursuant to any Borrowing shall reduce the outstanding Eurocurrency Loans made pursuant to such Borrowing to an amount less than an Original Dollar Amount of $2,000,000, then such Borrowing may not be continued as a Borrowing of Eurocurrency Loans and any election of an Interest Period with respect thereto given by the respective Borrower shall have no force or effect. Any Bid Loan shall be prepayable only with the consent of the Bank making such Bid Loan. Any Local Currency Loan shall be prepayable to the extent and on the terms provided in the applicable Minimum Amount;Local Currency Documentation.
(iiib) each prepayment in With respect of to any Loans made Bank subject to replacement pursuant to a Borrowing and as and to the extent provided in Section 13.12(b), the respective Borrower may, upon five Business Days' written notice by such Borrower to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), repay all Loans (other than Bid Loans), together with all accrued and unpaid interest, Fees, and all other amounts owing to the non-consenting Bank in accordance with said Section 13.12(b) so long as (A) the Commitment of such Bank is terminated concurrently with such repayment pursuant to Section 3.02(b) (at which time Schedule 1.01 shall be applied pro rata among such Loans; and
deemed modified to reflect the changed Commitments) and (ivB) each the consents required by Section 13.12(b) in connection with the prepayment of Loans pursuant to this Section 4.01 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x4.01(b) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financinghave been obtained.
Appears in 2 contracts
Sources: Global Revolving Credit Agreement (Sealed Air Corp/De), Global Revolving Credit Agreement (Sealed Air Corp/De)
Voluntary Prepayments. The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (Ax) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (By) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each of the Lenders;
Lenders and (ii) each partial prepayment in respect of any Revolving Loans pursuant to this Section 5.01 shall be in an aggregate principal amount of at least $1.0 million (or such lesser amount as is acceptable to the applicable Minimum Amount andAdministrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01 shall be in an aggregate principal amount of at least $250,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect and (iii) each prepayment pursuant to this Section 5.01 in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each , provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 5.01, such prepayment shall not, so long as no Default or Event of Default then exists, be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time any Revolving Loan of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingDefaulting Lender.
Appears in 2 contracts
Sources: Credit Agreement (Shuffle Master Inc), Credit Agreement (Shuffle Master Inc)
Voluntary Prepayments. The Company Borrower shall have the right to prepay Loans, without premium or penalty (except for amounts owing under Section 2.11), Revolving Loans and Swingline Loans in whole or in part from time to time on the following terms and conditions:
(i) the Company Borrower shall give the Administrative Agent Payments Administrator at its Notice the Payments Administrator's Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loansmake such prepayment, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans were made, which notice shall be given by the Administrative Agent Borrower no later than (x) in the case of Revolving Loans, 11:00 A.M. (New York time) one Business Day prior to, or (y) in the case of Swingline Loans, 11:00 A.M. (New York time) on the date of such prepayment and shall promptly transmit be transmitted by the Payments Administrator to each of the Banks or Swingline Lenders;
, as the case may be; (ii) each partial prepayment in respect of any Loans Borrowing shall be in an aggregate principal amount of at least the applicable Minimum Amount and$25,000,000, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount;
Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans or Swingline Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans or Swingline Loans; and
(iv) each , provided that at the Borrower's election in connection with any prepayment of Loans pursuant to this Section 4.01 4.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank at any time when the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal aggregate amount of each Revolving Loans of any Non-Defaulting Bank exceeds such Scheduled Repayment and Incremental Scheduled Repayment)Non-Defaulting Bank's Percentage of all Revolving Loans then outstanding. The foregoing notwithstanding, in Borrower shall not have the event that, on or prior right to the first anniversary of the Restatement Effective Date, the Company (x) makes voluntarily prepay any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingCompetitive Bid Loans.
Appears in 2 contracts
Sources: Credit Agreement (RJR Nabisco Inc), Credit Agreement (Nabisco Inc)
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (Chicago time) at its the Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or and (By) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect of any Revolving Loans pursuant to this Section 4.1(a) shall be in an aggregate principal amount of at least $500,000 (or such lesser amount as is acceptable to the applicable Minimum Amount andAdministrative Agent), if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount;
, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest period with respect thereto given by the Borrower shall have no force or effect; (iii) at the time of prepayment of Eurodollar Loans pursuant to this Section 4.1 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; and (iv) each prepayment pursuant to this Section 4.1(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each , provided that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 4.1(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) In the then remaining Scheduled Repayments event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and Incremental Scheduled Repayments to the extent) provided in such order as Section 13.12(b), the Company shall specify Borrower may, upon five Business Days' prior written notice to the Administrative Agent in writing at the time Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (I) the Commitment of such prepayment, and if the Company fails Lender is terminated concurrently with such repayment pursuant to so specify the application of such prepayment Section 3.2(b) (at the which time of such prepayment, then such prepayment Schedule I shall be applied deemed modified to reduce reflect the then remaining Scheduled Repayments and Incremental Scheduled Repayments changed Commitment), (II) such Lender's RL Percentage of all outstanding Letters of Credit is cash collateralized in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior a manner satisfactory to the first anniversary of Administrative Agent and the Restatement Effective DateIssuing Lender and (III) the consents, the Company (xif any, required under Section 13.12(b) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of the repayment pursuant to this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIb) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financinghave been obtained.
Appears in 2 contracts
Sources: Credit Agreement (First Horizon Pharmaceutical Corp), Credit Agreement (First Horizon Pharmaceutical Corp)
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under as provided below in Section 2.114.01(c)), in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 1:00 PM (New York City time) at its the Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar LIBOR Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar LIBOR Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar LIBOR Loans were made, and which notice the Administrative Agent shall shall, promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect of any Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as constitutes a single Borrowing or is otherwise reasonably acceptable to the applicable Minimum Amount and, if greater, in integral multiples as set forth in the definition of Minimum AmountAdministrative Agent); provided that no such voluntary if any partial prepayment of Eurodollar LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 4.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
and (iv) each prepayment of Loans pursuant to this Section 4.01 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment 4.01(a) shall be applied to reduce the then remaining Scheduled Initial Repayments and Incremental Scheduled Repayments as directed by the Borrower or, absent such direction, in direct order of maturity (based thereof. A notice of optional prepayment may state that such notice is conditional upon the then remaining principal amount effectiveness of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstandingother credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice of prepayment may be revoked by the event that, Borrower (by notice to the Administrative Agent on or prior to the first specified date of prepayment) if such condition is not satisfied.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 12.12(b), the Borrower may, upon at least three Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans of such Lender, together with accrued and unpaid interest and all other amounts then owing to such Lender (including all amounts, if any, owing pursuant to Section 2.11) and terminate all Commitments of such Lender in accordance with, and subject to the requirements of Section 12.12(b), so long as the consents, if any, required by Section 12.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained. Each prepayment of Loans pursuant to this Section 4.01(b) shall reduce the then remaining Scheduled Initial Repayments in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity).
(c) If, prior to the six-month anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, (x) the Borrower makes any prepayment of Effective Date Loans with the proceeds of any secured term loan Indebtedness referred to in clause (x) of the definition of “Repricing Transaction”, or (y) the Borrower effects any amendment of this Agreement resulting in a Repricing Transaction referred to in clause (y) of the definition of “Repricing Transaction”, the Company Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplicationLender, (I) in the case of clause (x), a prepayment premium of 1% of the aggregate principal amount of the Effective Date Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Effective Date Loans outstanding immediately prior subject to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingRepricing Transaction.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (AdvancePierre Foods Holdings, Inc.), Term Loan Credit Agreement (AdvancePierre Foods Holdings, Inc.)
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at its the Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect of any Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the applicable Minimum Amount andAdministrative Agent in any given case), if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount;
(iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
and (iv) each prepayment of Loans pursuant to this Section 4.01 5.01(a) shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify outstanding Loans on a pro rata basis. Notwithstanding anything to the Administrative Agent in writing at the time contrary contained herein, voluntary prepayments of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall Loans may not be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, made on or prior to the first anniversary Merger Closing Date without the prior written consent of the Restatement Effective Date, Lead Arranger and the Company (xFirst Lien Lead Arrangers. Each notice given pursuant to this Section 5.01(a) makes any shall be irrevocable; provided that a notice of prepayment of Loans may state that the respective notice is conditioned upon the effectiveness of an issuance of Equity Interests by Holdings or one or more issues of Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 14.12(b), the Borrower may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans of such Lender (including all amounts, if any, owing pursuant to Section 2.11), together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender in accordance with, and subject to the requirements of, said Section 14.12(b), so long as the consents, if any, required by Section 14.12(b) in connection with any Repricing Transaction, or (y) effects any amendment of the repayment pursuant to this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIb) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingshall have been obtained.
Appears in 2 contracts
Sources: Bridge Loan Agreement (CF Industries Holdings, Inc.), Bridge Loan Agreement (CF Industries Holdings, Inc.)
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Term Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) an Authorized Representative of the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (Ax) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower’s intent to prepay Base Rate Loans or and (By) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its their intent to prepay Eurodollar Loans, which notice (in each case) shall specify the amount of such prepayment and the Types Type of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Term Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and$1,000,000 , if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans, provided that at the Borrowers’ election in connection with any prepayment of Term Loans pursuant to this Section 3.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to the prepayment of Term Loans of a Defaulting Lender; and
and (iv) each prepayment of Term Loans pursuant to this Section 4.01 3.01(a) shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied (x) to reduce the then remaining Scheduled Repayments and Incremental on a pro rata basis (based upon the then remaining principal amounts of each such Scheduled Repayments Repayment after giving effect to all prior reductions thereto) or (y) at the option of the Borrower, (1) first, to reduce in direct order of maturity the Scheduled Repayments which are due and payable within 12 months from the date of such prepayment, and (2) second, to the extent in excess of the amounts required to be applied in respect of Term Loans pursuant to preceding sub-clause (1), to reduce the then remaining Scheduled Repayments on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repaymentafter giving effect to all prior reductions thereto). The foregoing notwithstanding, in .
(b) In the event thatof certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, on waivers, discharges or prior terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice by an Authorized Representative of the Borrower to the first anniversary Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Restatement Effective DateLenders) repay all Term Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender in accordance with, and subject to the Company requirements of, said Section 13.12(b) so long as (xA) makes any prepayment the Term Loan Commitment of Loans such Lender is terminated concurrently with such repayment pursuant to Section 2.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 13.12(b) in connection with any Repricing Transaction, or (y) effects any amendment of the repayment pursuant to this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIb) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financinghave been obtained.
Appears in 2 contracts
Sources: Credit Agreement (Flowers Foods Inc), Credit Agreement (Flowers Foods Inc)
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(i) an Authorized Representative of the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (A) at least one three Business Day’s Days prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar such Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders;
(ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the applicable Minimum Amount andAdministrative Agent), if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount$1,000,000;
(iii) at the time of any prepayment of Loans pursuant to this Section 5.01(a) on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required to be paid pursuant to Section 2.10; and
(iv) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) provided that, in each case at the Borrower’s election, such prepayment shall not, so long as no Default or Event of Loans pursuant to this Section 4.01 shall Default then exists, be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.
(b) In the then remaining Scheduled Repayments event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and Incremental Scheduled Repayments to the extent) provided in such order as Section 14.12(b), the Company shall specify Borrower may, upon five Business Days’ prior written notice by an Authorized Representative of the Borrower to the Administrative Agent in writing at the time Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Loans (including all amounts, if any, owing pursuant to Section 2.10), together with accrued and unpaid interest, Fees and all other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 14.12(b), so long as (A) all Commitments of such prepaymentLender are terminated concurrently with such prepayment pursuant to Section 4.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Commitments), (B) such Lender’s Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders, and (C) the consents, if the Company fails to so specify the application of such prepayment at the time of such prepaymentany, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (xrequired under Section 14.12(b) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of the prepayment pursuant to this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIb) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financinghave been obtained.
Appears in 2 contracts
Sources: Credit Agreement (Atwood Oceanics Inc), Credit Agreement (Atwood Oceanics Inc)
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay Loans, without premium or penalty (except for amounts owing under Section 2.11)the Loans made to it, in whole or in part part, without premium or penalty, except as otherwise provided in this Agreement, from time to time on the following terms and conditions:
(i) the Company Borrower shall give the Administrative Agent at its Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate such Loans, whether such Loans are Revolving Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Swingline Loans, which notice (in each case) shall specify the amount of such prepayment and (in the Types case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower prior to 11:00 A.M. (New York time) (x) at least one Business Day prior to the date of such prepayment in the case of Revolving Loans maintained as Base Rate Loans, (y) on the date of such prepayment in the case of Swingline Loans and (z) at least three Business Days prior to be prepaid and, the date of such prepayment in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice shall, except in the Administrative case of Swingline Loans, promptly be transmitted by the Agent shall promptly transmit to each of the Lenders;
Banks; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of (A) at least the applicable Minimum Amount and, if greater, in integral multiples as set forth $1,000,000 in the definition case of Minimum AmountEurodollar Loans and (B) at least $500,000 in the case of Base Rate Loans (or $100,000 in the case of Swingline Loans); provided provided, that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any a Borrowing shall reduce the aggregate principal amount of the Eurodollar Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and
(iv) each provided, that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 4.01(a), such prepayment shall not be applied to any Revolving Loans of a Defaulting Bank.
(b) In the then remaining Scheduled Repayments and Incremental Scheduled Repayments event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in such order as Section 12.12(b), the Company Borrower shall specify have the right, upon five Business Days' prior written notice to the Administrative Agent in writing at its Notice Office (which notice the time of such prepayment, and if the Company fails Agent shall promptly transmit to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable LendersBanks) to repay all Revolving Loans of such Bank, without duplicationtogether with accrued and unpaid interest, Fees and all other amounts due and owing to such Bank in accordance with said Section 12.12(b), so long as (IA) in the case of the repayment of Revolving Loans of any Bank pursuant to this clause (xb), a prepayment premium the Revolving Loan Commitment of 1% of such Bank is terminated concurrently with such repayment pursuant to Section 3.02(b) (at which time Annex I shall be deemed modified to reflect the principal amount of the Loans being prepaid changed Revolving Loan Commitments) and (IIB) in the case of the repayment of Revolving Loans of any Bank, the consents required by Section 12.12(b) in connection with the repayment pursuant to this clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingb) shall have been obtained.
Appears in 2 contracts
Sources: Credit Agreement (Therma Wave Inc), Credit Agreement (Therma Wave Inc)
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at its the Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall shall, promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect of any Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the applicable Minimum Amount and, if greater, in integral multiples as set forth in the definition of Minimum AmountAdministrative Agent); provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 4.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
and (iv) each prepayment of Loans pursuant to this Section 4.01 4.01(a) shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments after giving effect to all prior reductions thereto).
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in direct order Section 12.12(b), the Borrower may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of maturity the Lenders), repay all Loans of such Lender, together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (including all amounts, if any, owing pursuant to Section 2.11) in accordance with, and subject to the requirements of Section 12.12(b), so long as the consents, if any, required by Section 12.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained. Each prepayment of Loans pursuant to this Section 4.01(b) shall reduce the then remaining Scheduled Repayments on a pro rata basis (based upon on the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repaymentafter giving effect to all prior reductions thereto). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financing.
Appears in 2 contracts
Sources: Credit Agreement (NightHawk Radiology Holdings Inc), Credit Agreement (NightHawk Radiology Holdings Inc)
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part from time to time on the following terms and conditions:
(i1) the Company Borrower shall give the Administrative Agent at its Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loansmake such prepayment, which notice (in each case) shall specify the date and amount of such prepayment prepayment, the Class(es) and the Types Type(s) of Loans to be prepaid andand (in the case of Eurodollar Loans) the Interest Periods of such Loans, which notice shall be in a form acceptable to the Administrative Agent and be received by the Administrative Agent no later than 11:00 a.m.
(i) in the case of Eurodollar Loans, three Business Days prior to, and (ii) in the specific Borrowing or Borrowings pursuant to which case of Base Rate Loans, one Business Day prior to, the date of such Eurodollar Loans were made, which notice prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the Lenders;
; (ii2) each partial prepayment in respect of (i) any Borrowing of Eurodollar Loans shall be in an aggregate principal a minimum amount of at least the applicable Minimum Amount and, if greater, $1,000,000 and in integral multiples as set forth of $1,000,000 in the definition excess thereof and (ii) any Base Rate Loans shall be in a minimum amount of Minimum Amount$1,000,000 and in multiples of $100,000 in excess thereof; provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount;
Borrowing Amount for such Eurodollar Loans, and (iii3) each prepayment in respect the case of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each prepayment of Eurodollar Loans pursuant to this Section 4.01 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall be applied to set forth in reasonable detail the then remaining Scheduled Repayments and Incremental Scheduled Repayments in basis for requesting such order as the Company shall specify amount), pay to the Administrative Agent in writing at for the time account of such prepaymentLender any amounts required pursuant to Section 2.11. Subject to Section 2.16, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then each such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments Loans of the Lenders in direct order accordance with their respective Applicable Percentages in respect of maturity the relevant Facility.
(based b) The Borrower may, upon notice by the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior Borrower to the first anniversary of the Restatement Effective Date, the Company Swing Line Lender (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay copy to the Administrative Agent), for at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the ratable account of each Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the applicable Lendersprepayment, without duplication, and (Iii) any such prepayment shall be in the case of clause (x), a prepayment premium of 1% of the minimum principal amount of $100,000, or, if less, the Loans being prepaid entire principal amount thereof then outstanding. Each such notice shall specify the date and (II) in amount of such prepayment. The Administrative Agent will promptly notify the case of clause (y), a payment equal to 1% Swing Line Lender of the aggregate principal amount of such prepayment. If such notice is given by the applicable Loans outstanding immediately prior to Borrower, the Borrower shall make such amendment prepayment and that is prepaid or refinanced pursuant to the payment amount specified in such amendment with notice shall be due and payable on the incurrence of long-term bank debt financingdate specified therein.
Appears in 1 contract
Voluntary Prepayments. The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(ia) the Company Borrower shall give the Administrative Agent prior to 11:00 A.M. at its the Notice Office (Ai) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (Bii) at least three Business Days’ Days prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall shall, except in the case of Swingline Loans, promptly transmit to each of the Lenders;
(iib) each partial prepayment in respect of any Loans pursuant to this Section 5.1 shall be in an aggregate principal amount of at least the applicable Minimum Amount and$3,000,000 for Eurodollar Loans, if greater$500,000 for Base Rate Loans other than Swingline Loans, in integral multiples as set forth in the definition of Minimum Amount; and $100,000 for Swingline Loans, provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amountthereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect;
(iiic) each prepayment pursuant to this Section 5.1 in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each , provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 5.1, such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; and
(d) each prepayment of the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify Term Loans pursuant to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment this Section 5.1 shall be applied to reduce the then remaining Term Loan Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstandingRepayments, as applicable, in the event that, on or prior to the first anniversary inverse order of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingmaturity.
Appears in 1 contract
Sources: Credit Agreement (Infousa Inc)
Voluntary Prepayments. The Company Each Borrower shall have the right to prepay LoansRevolving Loans or Term Loans made to it in whole or in part, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part from time to time on the following terms and conditions:
: (i) the Company such Borrower shall give the Administrative Agent at its Notice the Payment Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans or Revolving Loans, the amount of such prepayment, the currency in which such Loans are denominated and the specific Borrowing(s) pursuant to which such Loans were made, which notice shall be given by such Borrower (x) prior to 12:00 Noon (New York time) at least one Business Day prior to the date of such prepayment in the case of Base Rate Loans or and (By) at least three Business Days’ Days prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify the amount date of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least $1,000,000, or the applicable Minimum Amount andDollar Equivalent thereof, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar any Loans made pursuant to any Borrowing shall reduce the aggregate principal amount of the Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto; (iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and
and (iv) each prepayment prepayments of Eurodollar Loans made pursuant to this Section 4.01 shall may only be applied made on the last day of an Interest Period applicable thereto unless concurrently with such prepayment any payments required to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order be made pursuant to Section 1.12 as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application a result of such prepayment at are made. No Borrower shall have the time of such prepayment, then such prepayment shall be applied right under this Section 4.01 to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining prepay any principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingCompetitive Bid Loans.
Appears in 1 contract
Sources: Credit Agreement (Partnerre LTD)
Voluntary Prepayments. (a) The Company Borrowers shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) an Authorized Representative of the Company Borrowers shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrowers' intent to prepay Base Rate Loans (or same day notice in the case of Swingline Loans provided such notice is given prior to 11:00 A.M. (BNew York time)) and (y) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its their intent to prepay Eurodollar Loans, which notice (in each case) whether Revolving Loans or Swingline Loans shall specify be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and, if greater, in integral multiples as set forth $1,000,000 (or $500,000 in the definition case of Minimum Amount; Swingline Loans), provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrowers shall have no force or effect; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and
(iv) each , provided that at the Borrowers' election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments prepayment of Revolving Loans of a Defaulting Lender.
(b) In the event of certain refusals by a Lender as provided in such order as Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Company shall specify Required Lenders, the Borrowers may, upon five Business Days' written notice by an Authorized Representative of the Borrowers to the Administrative Agent in writing at the time Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Revolving Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (A) the Commitment of such prepayment, and if the Company fails to so specify the application of Lender is terminated concurrently with such prepayment repayment (at the which time of such prepayment, then such prepayment Schedule I shall be applied deemed modified to reduce reflect the then remaining Scheduled Repayments changed Commitments) and Incremental Scheduled Repayments in direct order of maturity (based upon B) the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (xconsents required by Section 13.12(b) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of the repayment pursuant to this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIb) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financinghave been obtained.
Appears in 1 contract
Sources: Credit Agreement (Furniture Brands International Inc)
Voluntary Prepayments. The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 1:00 P.M. (Chicago time) at its Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of Swingline Loans provided such notice is given prior to 12:00 Noon (BChicago time)) and (y) at least three five Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) whether Term Loans, Revolving Loans or Swingline Loans shall specify be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
Banks; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and, if greater, in integral multiples as set forth $1,000,000 (or $500,000 in the definition case of Minimum Amount; Swingline Loans or Revolving Loans) or such lesser amount of a Borrowing which is outstanding, provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than (1) in the applicable Minimum Amount;
case of Term Loans, $5,000,000 and (2) in the case of Revolving Loans, $2,000,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment in respect at the time of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each prepayment of Eurodollar Loans pursuant to this Section 4.01 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall be applied pay the amounts required pursuant to Section 1.11; (iv) in the then remaining Scheduled Repayments and Incremental Scheduled Repayments event of certain refusals by a Bank as provided in such order as Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Company shall specify Required Banks, the Borrower may, upon S Business Days' written notice to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity its Notice Office (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to which notice the Administrative Agent, for the ratable account of Agent shall promptly transmit to each of the applicable LendersBanks) repay all Loans, without duplicationtogether with accrued and unpaid interest, (I) in the case of clause (x)Fees, a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financing.and
Appears in 1 contract
Sources: Credit Agreement (Howmet Corp /New/)
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 2:00 P.M. (New York time) at its the Notice Office (Ax) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower’s intent to prepay Base Rate Loans or and (By) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower’s intent to prepay Eurodollar Loans, which notice (in each case) whether Initial Term Loans, Revolving Loans, Swingline Loans or one or more specified Tranches of Incremental Term Loans shall specify be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect prepayment of any Loans shall be in an aggregate principal amount of at least $1,000,000 (or $100,000 in the applicable Minimum Amount andcase of Swingline Loans), if greaterand thereafter, in integral multiples as set forth in the definition of Minimum Amount; $100,000, provided that no such voluntary if any partial prepayment prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) at the time of any prepayment of Eurodollar Loans pursuant to this Section 4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; (iv) each prepayment prepayment pursuant to this Section 4.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans, such prepayment shall not be applied to the prepayment of Revolving Loans of a Defaulting Lender; and
(ivv) each voluntary prepayment of Term Loans pursuant to this Section 4.01 4.01(a) shall be applied pro rata to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in each Tranche of Term Loans, with each such order as the Company shall specify Tranche of Term Loans to the Administrative Agent in writing at the time be allocated its Relevant Term Loan Percentage of such prepayment, repayment; and if (vi) the Company fails amount of each voluntary prepayment of Term Loans made pursuant to so specify the application this Section 4.01(a) and applied to a particular Tranche of such prepayment at the time of such prepayment, then such prepayment Term Loans as provided in preceding clause (v) shall be applied (A) (1) first, to reduce the Scheduled Term Loan Repayments of the respective Tranche which will become due within twelve months after the date of such prepayment in direct order of maturity of the dates of such Scheduled Term Loan Repayments and (2) second, to the extent in excess of the amount required to be applied as provided in the preceding clause (1), to reduce the then remaining Scheduled Term Loan Repayments and Incremental Scheduled Repayments in direct order of maturity the respective Tranche on a pro rata basis (based upon on the then remaining principal amount amounts of each such Scheduled Repayment and Incremental Scheduled RepaymentTerm Loan Repayments). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (IB) in the case of clause a Tranche of Incremental Term Loans, as otherwise provided in the Incremental Commitment Agreement pursuant to which such Incremental Term Loans are made, or (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIC) in the case of clause any Tranche of Incremental Term Loans extended pursuant to more than one Incremental Commitment Agreement, as may otherwise be provided in the first Incremental Commitment Agreement executed and delivered with respect to such Tranche.
(yb) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 13.12(b), a payment equal the Borrower may, upon five Business Days’ prior written notice to 1% the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the aggregate principal amount Lenders) repay all Loans, together with accrued and unpaid interest, Fees, and all other amounts owing to such Lender (or owing to such Lender with respect to the Tranche or Tranches which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 13.12(b) so long as (A) in the case of the applicable repayment of any Revolving Loans outstanding immediately prior to such amendment and that is prepaid or refinanced of any Lender pursuant to this Section 4.01(b), the Revolving Loan Commitment of such amendment Lender is terminated concurrently with such repayment pursuant to Section 3.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitment) and (B) the consents required by Section 13.12(b) in connection with the incurrence of long-term bank debt financingrepayment pursuant to this Section 4.01(b) have been obtained.
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) an Authorized Representative of the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower's intent to prepay Base Rate Loans (or same day notice in the case of Swingline Loans provided such notice is given prior to 11:00 A.M. (BNew York time)) and (y) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each casex) shall specify whether Term Loans, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were mademade and (y) except in the case of a prepayment of Swingline Loans, which notice shall be promptly transmitted by the Administrative Agent shall promptly transmit to each of the Lenders;
; (ii) (x) each partial prepayment in respect of any Revolving Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least the applicable Minimum Amount and$1,000,000, (y) each partial prepayment of Swingline Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $100,000 and (z) each partial prepayment of Term Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $1,000,000, provided that, in each case, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment of Term Loans pursuant to this Section 4.01(a) shall be applied to reduce the then remaining Term Loan Scheduled Repayments in direct order of maturity; and (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each Loans being so repaid, provided that at the Borrowers' election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments prepayment of Revolving Loans of a Defaulting Lender.
(b) In the event of certain refusals by a Lender as provided in such order as Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Company shall specify Required Lenders, the Borrower may, upon five Business Days' written notice by an Authorized Representative of the Borrower to the Administrative Agent in writing at the time Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Loans, together with accrued and unpaid interest, Fees and other amounts (including, without limitation, all obligations under Section 1.11), then owing to such Lender (or, at the Borrower's discretion, owing to such Lender solely with respect to the Loans which gave rise to the need to obtain such Lender's individual consent) in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (A) in the case of the repayment of Revolving Loans of any Lender pursuant to this Section 4.01(b), the Revolving Commitment of such prepayment, Lender is terminated concurrently with such repayment pursuant to Section 3.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Revolving Commitments) and if (B) the Company fails consents required by Section 13.12(b) in connection with the repayment pursuant to so specify the application this clause (b) have been obtained. Each prepayment of such prepayment at the time of such prepayment, then such prepayment any Term Loans pursuant to this Section 4.01(b) shall be applied (except to the extent such Term Loans are being replaced pursuant to Section 1.13) to reduce the then remaining Term Loan Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity on a pro rata basis (based upon the then remaining unpaid principal amount amounts of each such Term Loan Scheduled Repayment and Incremental Scheduled RepaymentRepayments after giving effect to all prior reductions thereto). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financing.
Appears in 1 contract
Sources: Credit Agreement (Waters Corp /De/)
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (By) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each of the Lenders;
; (ii) (x) each partial prepayment in respect of any Term Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the applicable Minimum Amount andAdministrative Agent), if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary (y) each partial prepayment of Eurodollar Revolving Loans made pursuant to any Borrowing this Section 4.01(a) shall reduce be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the outstanding Administrative Agent) and (z) each partial prepayment of Swingline Loans made pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $250,000 (or such Borrowing lesser amount as is acceptable to an amount less than the applicable Minimum Amount;
Administrative Agent); (iii) each prepayment pursuant to this Section 4.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each , provided that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to the then remaining Scheduled Repayments any Revolving Loan of a Defaulting Lender; and Incremental Scheduled Repayments in such order as the Company shall specify (iv) each voluntary prepayment of Term Loans pursuant to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment this Section 4.01(a) shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity on a pro rata basis (based upon the then remaining unpaid principal amount amounts of each such Scheduled Repayment and Incremental Scheduled RepaymentRepayments after giving effect to all prior reductions thereto). The foregoing notwithstanding, in .
(b) In the event thatof a refusal by a Lender to consent to certain proposed changes, on waivers, discharges or prior terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the first anniversary extent) provided in Section 13.12(b), the Borrower may, upon five Business Days' prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Restatement Effective DateLenders) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender in accordance with, and subject to the Company requirements of, said Section 13.12(b) so long as (xI) makes any prepayment all Commitments of Loans such Lender are terminated concurrently with such repayment pursuant to Section 3.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Commitments), (II) such Lender's RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (III) the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to this clause (b) have been obtained. Each prepayment of any Repricing Transaction, or (yTerm Loans pursuant to this Section 4.01(b) effects any amendment of this Agreement resulting in a Repricing Transaction, shall be applied to reduce the Company shall pay to the Administrative Agent, for the ratable account of each then remaining Scheduled Repayments of the applicable Lenders, without duplication, Term Loans on a pro rata basis (I) in based upon the case then remaining unpaid principal amounts of clause (xsuch Scheduled Repayments after giving effect to all prior reductions thereto), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financing.
Appears in 1 contract
Sources: Credit Agreement (Fairchild Semiconductor International Inc)
Voluntary Prepayments. The Company shall have Borrower may prepay the right to prepay Loans, without premium or penalty (except for amounts owing under Section 2.11), in whole or in part from time part, subject to time Break Costs if such prepayment is not made on an Interest Payment Date but otherwise without prepayment fees or other penalties, at any time, on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent at its the Notice Office (A) at least one Business Day’s prior written notice fifteen (or telephonic notice promptly confirmed in writing15) of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written irrevocable notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify such shorter period as the amount of such prepayment and the Types of Loans to be prepaid andAdministrative Agent, in the case of Eurodollar Loansits sole and absolute discretion, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, may agree to) (which notice the Administrative Agent shall promptly transmit to each of the Lenders;
), of its intent to prepay the Loans, the aggregate principal amount of the proposed prepayment and the specific Borrowing or Borrowings pursuant to which such prepayment is to be made; (ii) each partial such prepayment in respect of any Loans shall be in an aggregate principal amount of at least US$5,000,000 (or a higher integral multiple of US$1,000,000 or the applicable Minimum Amount andremaining principal outstanding); provided, if greater, in integral multiples as set forth in the definition prepayment thresholds may be adjusted to effectuate a prepayment on account of Minimum Amountthe pro rata payment requirement pursuant clause (v) below; provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount;
(iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each prepayment of Loans pursuant to this Section 4.01 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment 6.2 shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments Principal Payments in direct inverse chronological order of maturity their due dates; (based upon the then remaining principal amount of iv) each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection shall be made with any Repricing Transaction, or accrued interest on the amount prepaid; (yv) effects any amendment of this the Borrower shall have also prepaid an amount under the Sinosure Credit Agreement resulting in a Repricing Transaction, pro rata to the Company amount prepaid hereunder; and (vi) the Borrower shall pay have provided reasonable assurances to the Administrative Agent, for Agent that the ratable account prepayment does not violate any applicable Law of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid Brazil or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingany interpretation thereof by any Governmental Authority.
Appears in 1 contract
Sources: Credit Agreement (Nii Holdings Inc)
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay Loansthe Loans comprising the same Borrowing, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (Ax) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (By) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each of the Lenders;
Lenders of the applicable Class; (ii) (x) each partial prepayment in respect of any Revolving Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $500,000 (or such lesser amount as is acceptable to the applicable Minimum Amount andAdministrative Agent), if greater(y) each partial prepayment of Swingline Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $250,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Term Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent), in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 4.01(a) in respect of any Term Loans made pursuant to a Term Borrowing shall be applied pro rata among the Term Loans and (iv) each prepayment pursuant to this Section 4.01(a) in respect of any Revolving Loans made pursuant to a Revolving Borrowing shall be applied pro rata among such Revolving Loans; and
(iv) each , provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. Each notice delivered by the Borrower pursuant to this
Section 4.01 (a) shall be irrevocable, provided that a notice of prepayment of all Loans then remaining Scheduled Repayments outstanding may state that such notice is conditioned upon the receipt of proceeds from the incurrence or issuance of Indebtedness or equity interests or the effectiveness of other credit facilities.
(b) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and Incremental Scheduled Repayments to the extent) provided in such order as Section 13.12(b), the Company shall specify Borrower may, upon five Business Days’ prior written notice to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity Notice Office (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to which notice the Administrative Agent, for the ratable account of Agent shall promptly transmit to each of the applicable Lenders) repay all Revolving Loans and/or Term Loans, without duplicationas applicable, of such Lender, together with accrued and unpaid interest, Fees, and other amounts (Iincluding all amounts, if any, owing pursuant to Section 1.11) owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (A) in the case of any repayment of Revolving Loans, (x) the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 3.02(a)(ii) (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments) and (y) such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders, and (B) the consents, if any, required by Section 13.12(b) in connection with the repayment pursuant to this clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIb) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingshall have been obtained.
Appears in 1 contract
Voluntary Prepayments. The Company shall have the right to prepay Loans, without premium or penalty (except for amounts owing under Section 2.11), in whole or in part from time to time on the following terms and conditions:
(i) the Company shall give the Administrative Agent at its Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
(ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount;
(iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each prepayment of Loans pursuant to this Section 4.01 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement RestatementAmendment No. 1 Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financing.
Appears in 1 contract
Voluntary Prepayments. The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(i) the Company Borrower shall prepay Loans at 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of prepayment;
(ii) the Borrower shall give the Administrative Agent prior to 2:00 p.m. (New York time) at its the Notice Office (A) at least one three Business Day’s Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B"Notice of Voluntary Prepayment") at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify and the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were madeprepayment, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
(iiiii) without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any prepayment of Loans, the Administrative Agent may act without liability upon the basis of telephonic notice of such prepayment believed by the Administrative Agent in good faith to be from the chairman of the board, the chief executive officer, the president, the chief financial officer, the treasurer or any assistant treasurer of the Borrower, or from any other authorized officer of the Borrower designated in writing by any of the foregoing officers of the Borrower to the Administrative Agent as being authorized to give such notices, prior to receipt of written confirmation. The Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of such telephonic notice of such prepayment of Loans absent manifest error;
(iv) each partial prepayment in respect of any Loans pursuant to this Section 2.01 shall be in an aggregate principal amount of at least the applicable Minimum Amount and, if greater, $1,000,000 and in integral multiples as set forth of $100,000 in the definition of Minimum Amountexcess thereof; provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount;and
(iiiv) each prepayment pursuant to this Section 2.01 in respect of any Loans made pursuant to a Borrowing shall be applied pro rata PRO RATA among such Loans; and
(iv) each prepayment of Loans pursuant to this Section 4.01 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financing.
Appears in 1 contract
Sources: Senior Subordinated Credit Agreement (Alpine Group Inc /De/)
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or and (By) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether such Loans are A Term Loans, B Term Loans or Revolving Loans, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
Banks; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and$25,000; provided that, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall shall, except as provided in clause (iv) below, be applied pro rata among the Banks which made such Loans; and
(iv) each at the Borrower's election in connection with any prepayment of Loans, such prepayment shall not be applied to the Revolving Loans of a Defaulting Bank and (v) each voluntary prepayment of any Tranche of Term Loans pursuant to this Section 4.01(a) shall be applied to A Term Loans (in an amount equal to the A TL Percentage of such prepayment) and B Term Loans (in an amount equal to the B TL Percentage of such prepayment) and shall reduce the remaining Scheduled Repayments of each of the remaining Scheduled Repayments of each of
(b) In the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 13.12(b), the Borrower shall have the right, upon five Business Days' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks) to repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Bank (or owing to such Bank with respect to each Tranche which gave rise to the need to obtain such Bank's individual consent), in accordance with said Section 13.12(b) so long as (A) in the case of the repayment of Revolving Loans of any Bank pursuant to this clause (b), the Revolving Loan Commitment of such Bank is terminated concurrently with such repayment (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments), (B) in the case of the repayment of A Term Loans of any Bank pursuant to this clause (b), the A Term Loan Commitment of such Bank (to the extent not theretofore terminated) is terminated concurrently with such repayment (at which time Schedule I shall be deemed modified to reflect the changed A Term Loan Commitment) and (C) the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (b) have been obtained.
(c) Each voluntary prepayment of Term Loans pursuant to this Section 4.01 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments A Term Loans (in such order as the Company shall specify an amount equal to the Administrative Agent in writing at the time A/TL Percentage of such prepayment, ) and if B Term Loans (in an amount equal to the Company fails to so specify the application of such prepayment at the time B/TL Percentage of such prepayment), then such prepayment and shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (each of the A Term Loans or B Term Loans pro rata based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary amounts of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each Scheduled Repayments of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal respective Tranche after giving effect to 1% of the aggregate principal amount of the applicable Loans outstanding immediately all prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingreductions thereto.
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right --------------------- to prepay Loansthe Loans made to it, in whole or in part, without premium or penalty (except for amounts owing under Section 2.11)as otherwise provided in this Agreement, in whole or in part from time to time on the following terms and conditions:
(i) the Company Borrower shall give the Administrative Agent at its Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate such Loans, whether such Loans are A Term Loans, B Term Loans, Revolving Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Swingline Loans, which notice (in each case) shall specify the amount of such prepayment and (in the Types case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower prior to 11:00 A.M. (New York time) (x) at least one Business Day prior to the date of such prepayment in the case of Term Loans or Revolving Loans maintained as Base Rate Loans, (y) on the date of such prepayment in the case of Swingline Loans and (z) at least three Business Days prior to be prepaid and, the date of such prepayment in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice shall, except in the Administrative case of Swingline Loans, promptly be transmitted by the Agent shall promptly transmit to each of the Lenders;
Banks; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and, if greater, in integral multiples as set forth $500,000 (or $250,000 in the definition case of Minimum AmountSwingline Loans); provided provided, that no such voluntary partial prepayment -------- of Eurodollar Euro- dollar Loans made pursuant to any a Borrowing shall reduce the aggregate principal amount of the Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto; (iii) Eurodollar Loans may only be prepaid pursuant to this Section 4.01(a) on the last day of an Interest Period applicable thereto, unless the Borrower pays all amounts owing under Section 1.11 as a result of repaying such Eurodollar Loans on a day other than the last day of the Interest Period applicable thereto; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata --- ---- among such Loans; and
(iv) each provided, that at the Borrower's election in connection with -------- any prepayment of Revolving Loans pursuant to this Section 4.01 4.01(a), such prepayment shall not be applied to any Revolving Loans of a Defaulting Bank at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's RL Percentage of all Revolving Loans then remaining Scheduled Repayments and Incremental Scheduled Repayments outstanding; (v) each prepayment of Term Loans pursuant to this Section 4.01(a) must consist of a prepayment of A Term Loans (in such order as the Company shall specify an amount equal to the Administrative Agent in writing at the time A TL Percentage of such prepayment, ) and if B Term Loans (in an amount equal to the Company fails to so specify the application of such prepayment at the time B TL Percentage of such prepayment, then such ); (vi) each prepayment of A Term Loans pursuant to this Section 4.01(a) shall be applied to reduce the then remaining Scheduled A Repayments and Incremental Scheduled Repayments in direct order of maturity on a pro rata basis (based upon the then remaining principal amount of each such --- ---- Scheduled Repayment and Incremental Scheduled A Repayment). The foregoing notwithstanding, in ; and (vii) each prepayment of B Term Loans pursuant to this Section 4.01(a) shall reduce the then remaining Scheduled B Repayments on a pro rata basis (based upon the then remaining principal amount of each such --- ---- Scheduled B Repayment).
(b) In the event thatof certain refusals by a Bank to consent to certain proposed changes, on waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, upon five Business Days' prior written notice to the first anniversary of Agent at its Notice Office (which notice the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company Agent shall pay promptly transmit to the Administrative Agent, for the ratable account of each of the applicable LendersBanks) to repay all Loans, without duplicationtogether with accrued and unpaid interest, Fees and all other amounts owing to such Bank in accordance with said Section 12.12(b) so long as (IA) in the case of the repayment of Revolving Loans of any RL Bank pursuant to this clause (xb) the Revolving Loan Commitment of such RL Bank is terminated concurrently with such repayment pursuant to Section 3.02(b) (at which time Annex I shall be deemed modified to reflect the changed Revolving Loan Commitments), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIB) in the case of the repayment of Loans of any Bank the consents required by Section 12.12(b) in connection with the repayment pursuant to this clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingb) shall have been obtained.
Appears in 1 contract
Voluntary Prepayments. The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)as provided by law, in whole or in part part, at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Term Loans or Revolving Loans maintained as Base Rate Loans, (y) same day prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Swingline Loans or and (Bz) at least three Business Days’ ' (or in the case of a prepayment of Eurodollar Loans at the end of the Interest Period therefor, one Business Day's) prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) whether Tranche A Term Loans, Tranche B Term Loans, Revolving Loans or Swingline Loans shall specify be prepaid, the amount of such prepayment and prepayment, the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall (except in the case of Swingline Loans) promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least $5,000,000 (or $50,000 in the applicable Minimum Amount case of Swingline Loans) and, in each case, if greater, in integral multiples as set forth of $100,000 (or $50,000 in the definition case of Minimum Amount; provided Swingline Loans) (or, in each case, such lesser amount of a Borrowing which is outstanding), PROVIDED that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) at the time of any prepayment of Eurodollar Loans pursuant to this Section 4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; (iv) in the event of certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender's individual consent) in accordance with said Section 13.12(b) so long as (A) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (iv), the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments) and (B) the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (iv) have been obtained; (v) except as expressly provided in the preceding clause (iv), each voluntary prepayment of Term Loans pursuant to this Section 4.01 shall be applied, subject to modification of such application as set forth in Section 4.02(o), to the Tranche A Term Loans and the Tranche B Term Loans on a PRO RATA basis (based upon the then outstanding principal amount of Tranche A Term Loans and Tranche B Term Loans); (vi) except as expressly provided in the preceding clause (iv), each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata PRO RATA among the Loans comprising such LoansBorrowing; and
PROVIDED that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Lender; and (ivvii) each prepayment of principal of any Tranche of Term Loans pursuant to this Section 4.01 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental of the respective Tranche of Term Loans PRO RATA based upon the then remaining principal amounts of the Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto; PROVIDED that unless the Borrower notifies the Administrative Agent in writing that it does not desire that prepayments be applied as provided in this proviso, any such prepayment of the respective Tranche of Term Loans shall first be applied in direct order of maturity to those Scheduled Repayments of the respective Tranche which are due within 24 months after the date of such prepayment (based upon the then remaining principal amounts of such Scheduled Repayments after giving effect to all prior reductions thereto), with any excess amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior prepayment to be applied to the first anniversary then remaining Scheduled Repayments of the Restatement Effective Date, the Company (x) makes any prepayment respective Tranche of Term Loans on a PRO RATA basis as otherwise provided in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIvii) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingabove.
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right to --------------------- prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower's intent to prepay Base Rate Loans or and (By) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower's intent to prepay Eurodollar Loans, which notice (in each case) whether Term Loans or Revolving Loans shall specify be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
Banks; (ii) each partial prepayment in respect of any Loans made pursuant to this Section 3.01(a) shall be in an aggregate principal amount of at least the applicable Minimum Amount and$5,000,000, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary if any partial prepayment of Eurodollar Loans made -------- pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect, but instead such Borrowing shall be converted automatically to a Borrowing of Base Rate Loans; (iii) each prepayment made pursuant to this Section 3.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata --- ---- among such Loans; and
(iv) each , provided that at the Borrower's election in connection with -------- any prepayment of Revolving Loans pursuant to this Section 4.01 3.01(a), such prepayment shall not be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing any Revolving Loans of a Defaulting Bank; (iv) at the time of such prepaymentany prepayment of Eurodollar Loans pursuant to this Section 3.01(a) on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; and if (v) each prepayment of Term Loans made pursuant to this Section 3.01(a) on or after the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment Revolver Conversion Date shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity pro rata (based upon the then remaining principal amount --- ---- amounts of each such the remaining Scheduled Repayment and Incremental Scheduled RepaymentRepayments after giving effect to all prior reductions thereto). The foregoing notwithstanding, in .
(b) In the event thatof certain refusals by a Bank to consent to certain proposed changes, on waivers, discharges or prior terminations with respect to this Agreement which have been approved by the Required Banks as (and to the first anniversary of the Restatement Effective Dateextent) provided in Section 13.12(b), the Company (x) makes any prepayment of Loans in connection with any Repricing TransactionBorrower may, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay upon five Business Days' prior written notice to the Administrative Agent, for Agent at the ratable account of Notice Office (which notice the Administrative Agent shall promptly transmit to each of the applicable LendersBanks), without duplicationrepay all Loans, together with accrued and unpaid interest, Fees and all other amounts owing to such Bank under this Agreement (Iincluding under Section 1.11) in accordance with said Section 13.12(b) so long as (A) in the case of clause (xthe repayment of any Revolving Loans of any Bank pursuant to this Section 3.01(b), a prepayment premium the Revolving Loan Commitment of 1% of such Bank is terminated concurrently with such repayment pursuant to Section 2.02(b) (at which time Schedule I shall be deemed modified to reflect the principal amount of the Loans being prepaid changed Revolving Loan Commitments) and (IIB) the consents required by Section 13.12(b) in connection with the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced repayment pursuant to such amendment with the incurrence of long-term bank debt financingthis Section 3.01(b) have been obtained.
Appears in 1 contract
Voluntary Prepayments. The Company Borrower shall have the right to prepay the Loans, and the right to allocate such prepayments to Revolving Loans, Swingline Loans, Tranche A Term Loans, Tranche B Term Loans and/or Tranche C Term Loans as the Borrower elects, in whole or in part, without premium or penalty (except for amounts owing under Section 2.11)as otherwise provided in this Agreement, in whole or in part from time to time on the following terms and conditions:
(i) the Company Borrower shall give the Administrative Agent at its Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate the Loans, whether such Loans are Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans, Revolving Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Swingline Loans, which notice (in each case) shall specify the amount of such prepayment and prepayment, the Types of Loans to be prepaid and, repaid and (in the case of Eurodollar Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans were made, which notice (I) shall be given by the Borrower prior to 12:00 Noon (New York time) (x) at least one Business Day prior to the date of such prepayment in the case of Base Rate Loans, (y) on the date of such prepayment in the case of Swingline Loans and (z) at least three Business Days prior to the date of such prepayment in the case of Eurodollar Loans and (II) shall, except in the case of Swingline Loans, promptly be transmitted by the Administrative Agent shall promptly transmit to each of the LendersBanks;
(ii) each partial prepayment (other than prepayments in respect full of (x) all outstanding Base Rate Loans or (y) any Loans outstanding Borrowing of Eurodollar Loans) shall be in an aggregate principal amount of at least (x) $1,000,000, in the applicable Minimum Amount case of Eurodollar Loans, (y) $500,000, in the case of Revolving Loans and Term Loans maintained as Base Rate Loans and (z) $100,000, in the case of Swingline Loans and, in each case, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided $100,000, PROVIDED that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any a Borrowing shall reduce the aggregate principal amount of the Eurodollar Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amountthereto;
(iii) at the time of any prepayment of Eurodollar Loans pursuant to this Section 4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11;
(iv) except as provided in clause (v) below, each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata PRO RATA among such Loans, PROVIDED, that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Revolving Loans of a Defaulting Bank;
(v) in the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 13.12(b), the Borrower may, upon five Business Days' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), repay all Loans of such Bank (including all amounts, if any, owing pursuant to Section 1.11), together with accrued and unpaid interest, Fees and all other amounts then owing to such Bank (or owing to such Bank with respect to each Tranche which gave rise to the need to obtain such Bank's individual consent) in accordance with said Section 13.12(b), so long as (A) in the case of the repayment of Revolving Loans of any Bank pursuant to this clause (v), the Revolving Loan Commitment of such Bank is terminated concurrently with such repayment (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments), (B) in the case of the repayment of Tranche C Term Loans of any Bank pursuant to this clause (b), the Tranche C Term Loan Commitment of such Bank (to the extent not theretofore terminated) is terminated concurrently with such repayment (at which time Schedule I shall be deemed modified to reflect the changed Tranche C Term Loan Commitments), and (C) the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained;
(vi) each prepayment of Term Loans pursuant to this Section 4.01 (except as provided in preceding clause (v)) shall be applied to the Tranche A Term Loans, the Tranche B Term Loans and the Tranche C Term Loans on a PRO RATA basis (based upon the then outstanding principal amount of Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans); and
(ivvii) each prepayment of principal of Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans pursuant to this Section 4.01 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments of the respective Tranche in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary amounts of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each Scheduled Repayments of the applicable Lenders, without duplication, (I) in the case of clause (xrespective Tranche after giving effect to all prior reductions thereto), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financing.
Appears in 1 contract
Voluntary Prepayments. The Company shall have Borrowers may prepay the right to prepay Bridge Loans, without premium or penalty (except for amounts owing under Section 2.11)prior to May 21, 2019, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrowers shall give the Administrative Agent prior to 11:00 a.m. EST at its the Notice Office (Ax) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or and (By) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar LIBOR Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Bridge Loans to be prepaid and, in the case of Eurodollar LIBOR Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar LIBOR Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders;
; and (ii) each partial prepayment in respect of any Bridge Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 and whole multiples of $500,000 in excess thereof (or such lesser amount as is acceptable to the applicable Minimum Amount andAdministrative Agent in any given case), if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary if any partial prepayment of Eurodollar LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
(iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each prepayment of Loans pursuant to this Section 4.01 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepaymentthereto, then such prepayment Borrowing may not be continued as a Borrowing of LIBOR Loans (and same shall automatically be applied to reduce converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based Borrowers shall have no force or effect, provided further that upon the then remaining principal amount payment of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstandingthe Bridge Loan, in the event thatwhole or in part, on or prior to the first anniversary of the Restatement Effective DateMay 21, 2019, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company Make-Whole shall pay become due and payable other than to the Administrative Agent, for extent the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), Bridge Loans are rolled into a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid debtor-in-possession facility or refinanced pursuant by a debtor-in-possession facility in which the Required Lenders are participating, including a debtor-in-possession financing more thoroughly described on Exhibit K, provided further such debtor-in-possession facility has a Make-Whole as agreed to such amendment with by the incurrence of long-term bank debt financingRequired Lenders.
Appears in 1 contract
Voluntary Prepayments. (a) The Company shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part from time to time on the following terms and conditions:
(i) the Company shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (Bor, if agreed with each Bank (in each such Bank's sole discretion) with a Revolving Loan Commitment, same day notice in the case of Revolving Loans provided such notice is given prior to 11:00 A.M. (New York time) on such Business Day) and (y) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) whether A Term Loans, B Term Loans, C Term Loans, D Term Loans or Revolving Loans shall specify be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the LendersBanks;
(ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount $500,000 and, if greater, in integral multiples as set forth of $100,000 (or in the definition case of Minimum Amount; Revolving Loans, such lesser amount as may be agreed by each Bank (in each such Bank's sole discretion) with a Revolving Loan Commitment and the Administrative Agent), provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount$1,000,000;
(iii) each prepayment in respect prepayments of any Eurodollar Loans made pursuant to a Borrowing shall this Section 4.01(a) may only be applied pro rata among such Loans; andmade on the last day of an Interest Period applicable thereto;
(iv) each prepayment of Term Loans pursuant to this Section 4.01 4.01(a) shall be required to be applied to repay A Term Loans, B Term Loans, C Term Loans and D Term Loans pro rata based on the then applicable A Facility Percentage, B Facility Percentage, C Facility Percentage and D Facility Percentage, provided that at the Company's option, on the Restatement Effective Date, the Company may prepay $4,312,500 of Term Loans, which prepayments may be applied to each Tranche of Term Loans in an amount equal to the amount of all remaining Scheduled Repayments for such Tranche of Term Loans during calendar year 1997 and which prepayments shall be applied to the then reduce all remaining Scheduled Repayments of each such Tranche during calendar year 1997;
(v) each voluntary prepayment of Revolving Loans which is accompanied by a permanent reduction to the Total Revolving Loan Commitment (pursuant to Section 3.02(a) or as otherwise provided herein) shall be applied (x) first, to prepay the principal of outstanding Revolving Loans (it being understood that the Total Revolving Loan Commitment shall be reduced by the amount of each payment made pursuant to this clause (x)) and Incremental Scheduled Repayments (y) second, to cash collateralize Letter of Credit Outstandings by depositing cash or Cash Equivalents in such order as the Company shall specify a cash collateral account to be established by the Administrative Agent to be held as security for the Letter of Credit Outstandings in writing an amount equal to the aggregate Letter of Credit Outstandings at such time (it being understood that the time Total Revolving Loan Commitment shall be reduced by the amount of cash deposited in the cash collateral account as required by this clause (y)); and
(vi) each voluntary prepayment of any Tranche of Term Loans pursuant to this Section 4.01(a) shall be applied (x) first, to the extent any portion of any Scheduled Repayment of such prepayment, and if Tranche of Term Loans for the Company fails to so specify twelve months immediately following the application date of such prepayment at the time of such prepaymentremains unpaid, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments of such Tranche of Term Loans to occur in such twelve month period in direct order of maturity and (y) second, to the extent remaining after the applications pursuant to the preceding clause (x), to reduce the then remaining Scheduled Repayments of such Tranche of Term Loans on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repaymentof the respective Tranche of Term Loans after giving effect to all prior reductions thereto). The foregoing notwithstanding, in .
(b) In the event thatof certain refusals by a Bank as provided in Section 13.12(b) to consent to certain proposed changes, on waivers, discharges or prior terminations with respect to this Agreement which have been approved by the first anniversary of the Restatement Effective DateRequired Banks, the Company (x) makes any prepayment of Loans in connection with any Repricing Transactionmay, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay upon five Business Days' written notice to the Administrative Agent, for Agent at its Notice Office (which notice the ratable account of Administrative Agent shall promptly transmit to each of the applicable LendersBanks) repay all Loans, without duplicationtogether with accrued and unpaid interest, Fees, and other amounts owing to such Bank (Ior owing to such Bank with respect to each Tranche which gave rise to the need to obtain such Bank's individual consent) in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (A) in the case of the repayment of Revolving Loans of any Bank pursuant to this clause (xb) the Revolving Loan Commitment of such Bank is terminated concurrently with such repayment (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIB) in the case of the repayment of D Term Loans of any Bank pursuant to this clause (y), a payment equal b) any D Term Loan Commitment of such Bank is terminated concurrently with such repayment (at which time Schedule I shall be deemed modified to 1% reflect the changed D Term Loan Commitments) and (C) in the case of the aggregate principal amount repayment of Loans of any Bank the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced consents required by Section 13.12(b) in connection with the repayment pursuant to such amendment with the incurrence of long-term bank debt financingthis clause (b) have been obtained.
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(i) an Authorized Representative of the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (A) at least one four Business Day’s Days prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar such Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders;
(ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the applicable Minimum Amount andAdministrative Agent), if greaterprovided that, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount$1,000,000;
(iii) at the time of any prepayment of Loans pursuant to this Section 4.01(a) on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required to be paid pursuant to Section 1.10; and
(iv) each prepayment pursuant to this Section 4.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each , provided that, at the Borrower’s election in connection with any prepayment of Loans pursuant to this this
Section 4.01 (a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Loan of a Defaulting Lender.
(b) In the then remaining Scheduled Repayments event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and Incremental Scheduled Repayments to the extent) provided in such order as Section 14.12(b), the Company shall specify Borrower may, upon five Business Days’ prior written notice by an Authorized Representative of the Borrower to the Administrative Agent in writing at the time Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Loans (including all amounts, if any, owing pursuant to Section 1.10), together with accrued and unpaid interest, Fees and all other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 14.12(b), so long as (A) all Commitments of such prepaymentLender are terminated concurrently with such prepayment pursuant to Section 3.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Commitments), (B) such Lender’s Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders, and (C) the consents, if the Company fails to so specify the application of such prepayment at the time of such prepaymentany, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (xrequired under Section 14.12(b) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of the prepayment pursuant to this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIb) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financinghave been obtained.
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right --------------------- to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed and, in writing) the case of its intent to prepay Base Rate Loans or (B) Swingline Loans, the Swingline Bank, at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans or same day notice in the case of a prepayment of Base Rate Loans, which notice (in each case) shall specify the amount of such prepayment prepayment, whether Revolving Loans or Swingline Loans are to be prepaid, and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall shall, except in the case of Swingline Loans, promptly transmit to each of the Lenders;
Banks; (ii) each partial prepayment in respect of any Revolving Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least the applicable Minimum Amount and$500,000 and each partial prepayment of Swingline Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $50,000, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any -------- Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 4.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and
(iv) each , provided --- ---- -------- that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Bank.
(b) In the then remaining Scheduled Repayments event of a refusal by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as (and Incremental Scheduled Repayments to the extent) provided in such order as Section 13.12(b), the Company shall specify Borrower may, upon five Business Days' prior written notice to the Administrative Agent in writing at the time Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), repay all Revolving Loans of such prepaymentBank, together with accrued and unpaid interest, Fees and other amounts owing to such Bank in accordance with, and if subject to the Company fails to requirements of, said Section 13.12(b) so specify long as (A) the application Revolving Loan Commitment of such prepayment Bank is terminated concurrently with such repayment pursuant to Section 3.02(b) (at the which time of such prepayment, then such prepayment Schedule I shall be applied deemed modified to reduce reflect the then remaining Scheduled Repayments changed Revolving Loan Commitments) and Incremental Scheduled Repayments in direct order of maturity (based upon B) the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstandingconsents, in the event thatif any, on or prior to the first anniversary of the Restatement Effective Date, the Company (xrequired under Section 13.12(b) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of the repayment pursuant to this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIb) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financinghave been obtained.
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right to --------------------- prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 2:00 P.M. (New York time) at its Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower's intent to prepay Base Rate Loans or and (By) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower's intent to prepay Eurodollar Loans, which notice (in each case) whether Term Loans, Revolving Loans or Swingline Loans shall specify be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
Banks; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and, if greater, in integral multiples as set forth $500,000 (or $100,000 in the definition case of Minimum Amount; Swingline Loans), provided that no such voluntary if any partial prepayment of -------- Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) at the time of any prepayment of Eurodollar Loans pursuant to this Section 4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; (vi) each voluntary prepayment of Term Loans pursuant to this Section 4.01 (except pursuant to clause (b) below) shall be applied to the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans and the Tranche D Term Loans on a pro rata basis (based upon the then outstanding principal amount of --- ---- Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans and Tranche D Term Loans); and (v) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each , provided that at the --- ---- -------- Borrower's election in connection with any prepayment of Revolving Loans, such prepayment shall not be applied to the prepayment of Revolving Loans of a Defaulting Bank. Each prepayment of principal of any Tranche B Term Loans, Tranche C Term Loans or Tranche D Term Loans pursuant to this Section 4.01 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (such respective Tranche of Term Loans pro rata based upon the then remaining principal amount amounts --- ---- of each the Scheduled Repayments of such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in Tranche after giving effect to all prior reductions thereto.
(b) In the event thatof a refusal by a Bank to consent to certain proposed changes, on waivers, discharges or prior terminations with respect to this Agreement which have been approved by the first anniversary of the Restatement Effective DateRequired Banks as provided in Section 13.12(b), the Company (x) makes any prepayment of Loans in connection with any Repricing TransactionBorrower may, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay upon five Business Days' prior written notice to the Administrative Agent, for Agent at its Notice Office (which notice the ratable account of Administrative Agent shall promptly transmit to each of the applicable LendersBanks) repay all Loans, without duplicationtogether with accrued and unpaid interest, Fees, and all other amounts owing to such Bank in accordance with said Section 13.12(b) so long as (IA) in the case of clause the repayment of any Loans of any Bank pursuant to this Section 4.01(b) the Commitments of such Bank are terminated concurrently with such repayment pursuant to Section 3.02(b) (x), a prepayment premium of 1% of at which time Schedule I shall be deemed modified to reflect the principal amount of the Loans being prepaid changed Commitments) and (IIB) the consents required by Section 13.12(b) in connection with the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced repayment pursuant to such amendment with the incurrence of long-term bank debt financingthis Section 4.01(b) have been obtained.
Appears in 1 contract
Voluntary Prepayments. The Company Borrower shall have the right to prepay LoansLoans in whole or in part, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part from time to time on the following terms and conditions:
(i) the Company Borrower shall give the Administrative Agent at its Notice the Payment Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate the Loans, whether such Loans are A Term Loans, B Term Loans, Bridge Loans, Revolving Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Swingline Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans were made, which notice shall be given by the Administrative Agent Borrower at least one Business Day prior to the date of such prepayment with respect to Base Rate Loans (other than Swingline Loans, with respect to which notice shall be given by the Borrower on the day of prepayment) and two Business Days prior to the date of such prepayment with respect to Eurodollar Loans, which notice shall promptly transmit be transmitted by the Agent to each of the Lenders;
, provided that no notice shall be required with respect to any prepayments made with funds received by the Agent from the Blocked Accounts (such funds, "Blocked Account Proceeds") as provided in Section 4.05, which funds shall be applied by the Agent on a daily basis or such other frequency as the Agent may determine, (ii) each partial prepayment in respect of any Borrowing (other than any Borrowing of Swingline Loans or a Borrowing of Revolving Loans that is prepaid solely with Blocked Account Proceeds) shall be in an aggregate principal amount of at least the applicable Minimum Amount $500,000 and, if greatergreater in an integral multiple of $100,000, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any a Borrowing shall reduce the aggregate principal amount of the Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto; (iii) at the time of any prepayment of Eurodollar Loans pursuant to this Section 4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that (A) at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Revolving Loans of a Defaulting Lender, and (B) Blocked Account Proceeds shall be applied first to prepay any outstanding Swingline Loans and second to prepay any outstanding Revolving Loans, and, with respect to such Revolving Loans, first to prepay any Base Rate Loans and second to prepay any Eurodollar Loans; and
and (ivv) each prepayment of Term Loans pursuant to this Section 4.01 shall be applied to A Term Loans (in an amount equal to the then A Term Loan Percentage of such prepayment) and B Term Loans (in an amount equal to the B Term Loan Percentage of such prepayment) and shall be applied first to reduce the remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary current fiscal year of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account Borrower of each of the applicable Lenders, without duplication, (I) A Term Loans and B Term Loans in the case direct order of clause (x), a prepayment premium their maturity and second to reduce the remaining Scheduled Repayments of 1% each of the principal amount of A Term Loans and the B Term Loans being prepaid and (II) in the case inverse order of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingtheir maturity.
Appears in 1 contract
Sources: Credit Agreement (Peebles Inc)
Voluntary Prepayments. The Company respective Borrowers shall have the right to prepay any Loan or Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(i) the Company respective Borrower shall give the Administrative Agent at prior to 11:00 A.M. (Philadelphia time) (x) on the same Business Day prior written notice (or telephonic notice promptly confirmed in writing) of its Notice Office intent to prepay Swingline Loans, (Ay) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or Fed Funds Loans that are Revolving Loans, and (Bz) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar LIBOR Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid prepaid, the Borrower or Borrowers to which such Loans were made and, in the case of Eurodollar LIBOR Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
Banks; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and$500,000, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary if any partial prepayment of Eurodollar LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount;
$ 1,000,000, then such Borrowing may not be continued as a Borrowing of LIBOR Loans and any election of an Interest Period with respect thereto shall have no force or effect; (iii) prepayments of LIBOR Loans made pursuant to this Section 3.01 may only be made on the last day of an Interest Period applicable thereto; and (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each prepayment of Loans pursuant to this Section 4.01 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financing.
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (Eastern time) at its Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or and (By) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the LendersBanks;
(ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount $500,000 and, if greater, in integral multiples as set forth in the definition of Minimum Amount; $100,000, provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amountthereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect;
(iii) prepayments of Eurodollar Loans made pursuant to this Section 3.01(a) may only be made on the last day of an Interest Period applicable thereto unless such prepayment is accompanied by any breakage costs and any other amounts due such Bank in accordance with Section 1.11; and
(iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each , provided that, at the Borrower's election, in connection with any prepayment of Loans pursuant to this Section 4.01 3.01(a), such prepayment shall not be applied to any Loans of a Defaulting Bank.
(b) In the then remaining Scheduled Repayments event of a refusal by a Bank to consent to one or more proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as (and Incremental Scheduled Repayments to the extent) provided in such order as Section 12.12(b), the Company shall specify Borrower may, upon 5 Business Days' prior written notice to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity its Notice Office (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to which notice the Administrative Agent, for the ratable account of Agent shall promptly transmit to each of the applicable LendersBanks) repay all Loans, without duplicationtogether with accrued and unpaid interest, Fees, and other amounts owing to such Bank in accordance with, and subject to the requirements of, said Section 12.12(b) so long as (Ii) in the case of the repayment of Loans of any Bank pursuant to this clause (x), a prepayment premium b) the Commitment of 1% of such Bank is terminated concurrently with such repayment pursuant to Section 2.02(b) (at which time Schedule I shall be deemed modified to reflect the principal amount of the Loans being prepaid changed Commitments) and (IIii) the consents, if any, required by Section 12.12(b) in connection with the case of repayment pursuant to this clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingb) have been obtained.
Appears in 1 contract
Voluntary Prepayments. The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) a Responsible Officer of the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at its the Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower's intent to prepay Base Rate Loans or and (By) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its their intent to prepay Eurodollar Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and$1,000,000, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each , provided that at the Borrowers' election in connection with any prepayment of Loans pursuant to this Section 4.01 4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingDefaulting Lender.
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (Ax) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or and (By) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether A-1 Term Loans, A-2 Term Loans, B Term Loans or Revolving Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders;
; (ii) (x) each partial prepayment in respect of any Term Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the applicable Minimum Amount andAdministrative Agent), if greaterand (y) each partial prepayment of Revolving Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $250,000 (or such lesser amount as is acceptable to the Administrative Agent), in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 4.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each , provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; and (iv) each voluntary prepayment of Term Loans pursuant to this Section 4.01(a) shall, except as otherwise provided in Section 4.02(l), be applied pro rata to each Tranche of outstanding Term Loans, with the A-1 Term Loans to be allocated the A-1 Term Loan Percentage of the amount of such prepayment, the A-2 Term Loans to be allocated the A-2 Term Loan Percentage of the amount of such payment (it being understood and agreed that if the outstanding principal amount of A-2 Term Loans at such time is less than the A-2 Term Loan Percentage of such payment, then the amount that would otherwise be applied to prepay the A-2 Term Loans shall be applied to reduce the Total A-2 Term Loan Commitment) and the B Term Loans to be allocated the B Term Loan Percentage of the amount of such payment; and (v) each prepayment of any Tranche of Term Loans pursuant to this Section 4.01(a) shall be applied (I) first, to reduce in direct order of maturity the Scheduled Repayments of such Tranche of Term Loans which are due and payable within twelve months from the date of such payment and (II) second, to the extent in excess of the amounts required to be applied pursuant to the preceding clause (I), to reduce the then remaining Scheduled Repayments and Incremental of such Tranche of Term Loans being prepaid on a pro rata basis (based upon the then remaining unpaid principal amounts of such Scheduled Repayments after giving effect to all prior reductions thereto).
(b) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in such order as Section 13.12(b), the Company shall specify Borrower may, upon five Business Days’ prior written notice to the Administrative Agent in writing at the time Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (I) all Commitments of such prepaymentLender are terminated concurrently with such repayment pursuant to Section 3.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Commitments), (II) such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (III) the consents, if any, required under Section 13.12(b) in connection with the Company fails repayment pursuant to so specify the application this clause (b) have been obtained. Each prepayment of such prepayment at the time of such prepayment, then such prepayment any Term Loans pursuant to this Section 4.01(b) shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity the Term Loans on a pro rata basis (based upon the then remaining unpaid principal amount amounts of each such Scheduled Repayment and Incremental Scheduled RepaymentRepayments after giving effect to all prior reductions thereto). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financing.
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(i) the Company Borrower shall give the Administrative Agent at its Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate the Loans, whether such Loans are Revolving Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Swingline Loans, which notice (in each case) shall specify the amount of such prepayment and prepayment, the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice shall be given by the Administrative Borrower prior to (x) 2:00 p.m. (New York time) at least one Business Day prior to the date of such prepayment in the case of Revolving Loans maintained as Base Rate Loans, (y) 12:00 Noon (New York time) on the date of such prepayment in the case of Swingline Loans and (z) 12:00 Noon (New York time) at least three Business Days prior to the date of such prepayment in the case of Eurodollar Loans, which notice shall, except in the case of Swingline Loans, promptly be transmitted by the Agent shall promptly transmit to each of the Lenders;
Banks; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least $500,000 (or $250,000 in the applicable Minimum Amount case of Swingline Loans) and, if greater, shall be in an integral multiples as set forth in the definition multiple of Minimum Amount; $50,000, provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) prepayments of Eurodollar Loans made pursuant to this Section 4.01(a) which are made on a day other than the last day of an Interest Period applicable thereto shall be accompanied by any amounts owing pursuant to Section 1.11; and (iv) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and
(iv) each provided that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 4.01(a), such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank.
(b) In the then remaining Scheduled Repayments and Incremental Scheduled Repayments event of any refusal by a Bank to consent to any proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Banks as provided in such order as Section 13.12(b), the Company Borrower shall specify have the right, upon five Business Days' prior written notice to the Administrative Agent in writing at its Notice Office (which notice the time of such prepayment, and if the Company fails Agent shall promptly transmit to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable LendersBanks) to repay all Revolving Loans, without duplicationtogether with accrued and unpaid interest, Fees, and other amounts owing to such Bank in accordance with said Section 13.12(b) so long as (IA) in the case of the repayment of Revolving Loans of any Bank pursuant to this clause (x), b) the Revolving Loan Commitment of such Bank is terminated concurrently with such repayment pursuant to Section 3.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments) and such Bank's Adjusted Percentage of any outstanding Letters of Credit are cash collateralized in a prepayment premium of 1% of manner satisfactory to the principal amount of the Loans being prepaid Agent at such time and (IIB) the consents required by Section 13.12(b) in connection with the case of repayment pursuant to this clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingb) have been obtained.
Appears in 1 contract
Sources: Credit Agreement (Tracor Inc /De)
Voluntary Prepayments. The Company Borrower shall have the right to prepay Loansthe Loans in full or in part, which prepayments shall be applied pro-rata (except for such prepayments made pursuant to sub-clause (iv) below) to reduce Loans then outstanding, without premium or penalty (except for amounts owing under Section 2.11)as provided by law, in whole or in part at any time and from time to time on time. Prepayments hereunder shall be subject to the following terms and conditions:
(i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify such Loans and the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were madeprepayment, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
(ii) each partial prepayment in respect of any Loans shall be in an a minimum aggregate principal amount of at least the applicable Minimum Amount and, if greater, $1,000,000 and in integral multiples as set forth in the definition increments of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount$1,000,000 thereof;
(iii) each prepayment in respect at the time of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each prepayment of Loans pursuant to this Section 4.01 3.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall be applied pay the amounts required pursuant to Section 1.10; and
(iv) in the then remaining Scheduled Repayments and Incremental Scheduled Repayments event of certain refusals by a Lender as provided in such order as Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Company shall specify Required Lenders, the Borrower may, upon five Business Days’ written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender in writing at accordance with said Section 13.12(b) so long as (A) the time Commitment of such prepayment, and if the Company fails to so specify the application of Lender is terminated concurrently with such prepayment (at the which time of such prepayment, then such prepayment Schedule I shall be applied deemed modified to reduce reflect the then remaining Scheduled Repayments changed Commitments) and Incremental Scheduled Repayments in direct order of maturity (based upon B) the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (xconsents required by Section 13.12(b) makes any prepayment of Loans in connection with any Repricing Transaction, or the prepayment pursuant to this clause (yiv) effects any amendment of this Agreement resulting have been obtained; except that to the extent such Lender has been replaced by a Replacement Lender in a Repricing Transactionaccordance with Section 13.12(b)(A), the Company Total Commitment shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingnot be reduced.
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Term Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 1:00 P.M. (New York time) at its the Notice Office (Ax) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or and (By) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Term Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect of any Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the applicable Minimum Amount andAdministrative Agent in any given case), if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; and
and (iv) each prepayment of Term Loans pursuant to this Section 4.01 5.01(a) shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repaymentafter giving effect to all prior reductions thereto). The foregoing notwithstanding, in .
(b) In the event thatof a refusal by a Lender to consent to certain proposed changes, on waivers, discharges or prior terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the first anniversary extent) provided in Section 13.12(b), the Borrower may, at any time after the Borrowing Date, upon two Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Restatement Effective DateLenders) repay all Term Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender in accordance with, and subject to the Company (xrequirements of, said Section 13.12(b) makes any prepayment of Loans so long as the consents, if any, required under Section 13.12(b) in connection with any Repricing Transaction, or the repayment pursuant to this clause (yb) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each have been obtained. Each prepayment of the applicable Lenders, without duplication, Term Loans pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments on a pro rata basis (I) in based upon the case of clause (x), a prepayment premium of 1% of the then remaining principal amount of the Loans being prepaid and (II) in the case of clause (yeach such Scheduled Repayment after giving effect to all prior reductions thereto), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financing.
Appears in 1 contract
Sources: Credit Agreement (United Online Inc)
Voluntary Prepayments. The (a) Subject to paragraph (b) below, the Company shall have the right to prepay Loans, without premium or penalty (except for amounts owing under Section 2.11), Term Loans in whole or in part from time to time on the following terms and conditions:
: (i) the Company shall give the Administrative Agent and at its Notice the Administrative Agent’s Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loansmake such prepayment, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar LIBOR Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans were made, which notice shall be given by the Company no later than 10:00 a.m. (New York City time) one Business Day (and in the case of LIBOR Loans, three Business Days) prior to the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect of any Borrowing of Term Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least the applicable Minimum Amount and$1,000,000, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar LIBOR Term Loans made pursuant to any a single Borrowing shall reduce the outstanding LIBOR Term Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount;
Borrowing Amount and (iii) each any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Company with the applicable provisions of Section 2.11. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each prepayment tranche of Term Loans pursuant to this Section 4.01 5.1 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order manner as the Company shall specify to the Administrative Agent in writing at the time of may determine; provided that such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment reduction shall be applied pro rata with respect to reduce each Lender. At the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans Company’s election in connection with any Repricing Transactionprepayment pursuant to this Section 5.1, or such prepayment shall not be applied to any Term Loan of a Defaulting Lender (yother than a Defaulting Lender who has become a Defaulting Lender as a result of a Lender Default under clause (c) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case definition of clause (x“Lender Default”), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financing.
Appears in 1 contract
Sources: Second Lien Credit Agreement (IPC Systems Holdings Corp.)
Voluntary Prepayments. The Company Each Borrower shall have the right to prepay Loansthe Loans made to it, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(i) the Company except as otherwise provided in clause (iv) of this Section 4.01, such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of Swingline Loans provided such notice is given prior to 12:00 Noon (BNew York time) on such Business Day) and (y) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) whether Revolving Loans or Swingline Loans shall specify be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the LendersBanks;
(ii) except as otherwise provided in clause (iv) of this Section 4.01, each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least $5,000,000 (or $1,000,000 in the applicable Minimum Amount andcase of Swingline Loans), provided that, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than $5,000,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the applicable Minimum AmountBorrower shall have no force or effect (and such Borrowing shall be converted at such time into a Borrowing of Base Rate Loans);
(iii) except as otherwise provided in clause (iv) of this Section 4.01, each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each prepayment of Loans pursuant to this Section 4.01 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financing.any
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (Eastern time) at its Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or and (By) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) whether Term Loans, Revolving Loans or Swingline Loans shall specify be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the LendersBanks;
(ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least (x) $1,000,000 in the applicable Minimum Amount case of Term Loans or Revolving Loans or (y) $100,000 in the case of Swingline Loans, and, in each case, if greater, in integral multiples as set forth in the definition of Minimum Amount; $100,000, provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amountthereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect;
(iii) prepayments of Eurodollar Loans made pursuant to this Section 4.01(a) may only be made on the last day of an Interest Period applicable thereto unless such prepayment is accompanied by any breakage costs and any other amounts due such Bank in accordance with Section 1.11;
(iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each , provided that, at the Borrower's election, in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 4.01(a), such prepayment shall not be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify any Revolving Loans of a Defaulting Bank; and
(v) each voluntary prepayment of Term Loans pursuant to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment this Section 4.01(a) shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (pro rata based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in after giving effect to all prior reductions thereto.
(b) In the event thatof a refusal by a Bank to consent to one or more proposed changes, on waivers, discharges or prior terminations with respect to this Agreement which have been approved by the Required Banks as (and to the first anniversary of the Restatement Effective Dateextent) provided in Section 13.12(b), the Company (x) makes any prepayment of Loans in connection with any Repricing TransactionBorrower may, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay upon 5 Business Days' prior written notice to the Administrative Agent, for Agent at its Notice Office (which notice the ratable account of Administrative Agent shall promptly transmit to each of the applicable LendersBanks) repay all Loans, without duplicationtogether with accrued and unpaid interest, Fees, and other amounts owing to such Bank (Ior owing to such Bank with respect to each Tranche which gave rise to the need to obtain such Bank's individual consent) in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (i) in the case of the repayment of Revolving Loans of any Bank pursuant to this clause (xb) the Revolving Loan Commitment of such Bank is terminated concurrently with such repayment pursuant to Section 3.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIii) the consents, if any, required by Section 13.12(b) in connection with the case of repayment pursuant to this clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingb) have been obtained.
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part from time to time on the following terms and conditions:
(i) the Company Borrower shall give the Administrative Agent prior to 11:00 a.m. (New York time) at its Notice Office (A) at least five Business Days' prior written notice in the case of Eurodollar Loans and one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) the case of Base Rate Loans of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar the Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the LendersBanks;
(ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount $250,000 and, if greater, in integral multiples as set forth in the definition of Minimum Amount$10,000; provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount;
(iii) no prepayments of Eurodollar Loans made pursuant to this Section 3.01 may be made on a day other than the last day of an Interest Period applicable thereto; and
(iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and.
(ivv) each prepayment of Loans after the Conversion Date pursuant to this Section 4.01 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment 3.01 shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct inverse order of maturity maturity.
(based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in b) In the event thatof certain refusals by a Bank to consent to certain proposed changes, on waivers, discharges or prior terminations with respect to this Agreement which have been approved by the first anniversary of the Restatement Effective DateRequired Banks as provided in Section 13.12(b), the Company (x) makes any prepayment of Loans in connection with any Repricing TransactionBorrower shall have the right, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay upon five Business Days' prior written notice to the Administrative Agent, for Agent at its Notice Office (which notice the ratable account of Administrative Agent shall promptly transmit to each of the applicable LendersBanks) to repay all Loans, without duplicationtogether with accrued and unpaid interest, Fees and all other amounts owing to such Bank in accordance with said Section 13.12(b) so long as (IA) in the case of clause (x), a prepayment premium of 1% of the principal amount repayment of the Loans being prepaid of any Bank with a Commitment pursuant to this clause (b) the Commitment of such Bank is terminated concurrently with such repayment pursuant to Section 3.02 (at which time Schedule I shall be deemed modified to reflect the changed Commitments), and (IIB) in the case of the repayment of the Loans of any Bank the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingb) shall have been obtained.
Appears in 1 contract
Voluntary Prepayments. The Company Each Borrower shall have the right to prepay LoansRevolving Loans made to it in whole or in part, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part from time to time on the following terms and conditions:
: (i) the Company such Borrower shall give the Administrative Agent at its Notice the Payment Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar the Revolving Loans, which notice (in each case) shall specify the amount of such prepayment prepayment, the currency in which such Revolving Loans are denominated and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Revolving Loans were made, which notice shall be given by such Borrower at least three Business Days prior to the date of such prepayment and which notice shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect of any Loans Borrowing shall be in an aggregate principal amount of at least $1,000,000 (or the applicable Minimum Amount andDollar Equivalent thereof), if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar Revolving Loans made pursuant to any a Borrowing shall reduce the aggregate principal amount of the Revolving Loans outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto; (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and
and (iv) each prepayment prepayments of Eurodollar Loans made pursuant to this Section 4.01 shall 3.01 may only be applied made on the last day of an Interest Period applicable thereto unless concurrently with such prepayment any payments required to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order be made pursuant to Section 1. 12 as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application a result of such prepayment at are made. No Borrower shall have the time of such prepayment, then such prepayment shall be applied right under this Section 3.01 to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining prepay any principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingCompetitive Bid Loans.
Appears in 1 contract
Sources: Credit Agreement (Mbia Inc)
Voluntary Prepayments. (a) The Company Borrowers shall have the right to prepay Loans, including Term Loans and Revolving Credit Loans, as applicable, in each case, without premium or penalty (except for amounts owing under other than as set forth in Section 2.115.1(b)), in whole or in part from time to time on the following terms and conditions:
: (i1) the Company Parent Borrower shall give the Administrative Agent at its Notice the Administrative Agent’s Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans make such prepayment (which may be conditioned on the occurrence of any specified transaction and, if such specified transaction does not occur as intended, such notice may be revoked or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loansamended by the Parent Borrower), which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar Eurocurrency Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans they were made, which notice shall be given by the Administrative Agent shall promptly transmit Parent Borrower no later than 12:00 Noon (New York City time) (i) in the case of Eurocurrency Loans denominated in Dollars or Euros, three Business Days prior to each the date of the Lenders;
such prepayment, (ii) in the case of RFR Loans denominated in Pounds Sterling, one Business Day prior to the date of such prepayment, or (iii) in the case of ABR Loans, on the Business Day of such prepayment; (2) each partial prepayment in respect of any Loans Borrowing shall be in an aggregate principal a minimum amount of at least the Minimum Borrowing Amount and in multiples of the Borrowing Multiple in excess thereof, in each case for Loans of the applicable Minimum Amount and, if greater, in integral multiples as set forth in the definition of Minimum AmountType; provided that no such voluntary partial prepayment of Eurodollar Eurocurrency Loans made pursuant to any a single Borrowing shall reduce the outstanding Eurocurrency Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount;
Borrowing Amount for such Eurocurrency Loans; and (iii3) each in the case of any prepayment of Eurocurrency Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the applicable Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each prepayment of Term Loans pursuant to this Section 4.01 5.1 shall be (a) applied to the Class or Classes of Term Loans, and individual Borrowings or Types, as the Parent Borrower may specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such order as the Parent Borrower may specify, and absent any such direction, in direct order of maturity. Each prepayment in respect of any Revolving Credit Loans pursuant to this Section 5.1 shall be applied to the then remaining Scheduled Repayments Class or Classes of Revolving Credit Loans, and Incremental Scheduled Repayments in such order individual Borrowings or Types, as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity Parent Borrower may specify.
(based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in b) In the event that, on or prior to the first anniversary of date that is twelve months after the Restatement Effective Closing Date, the Company Borrowers (xi) makes make any voluntary prepayment pursuant to this Section 5.1, or any mandatory prepayment in connection with a Debt Incurrence Prepayment Event, in each case, of Initial Term Loans in connection with any Repricing Transaction, Transaction the primary purpose of which is to decrease the Effective Yield on such Initial Term Loans or (yii) effects effect any amendment of this Agreement resulting in a Repricing TransactionTransaction the primary purpose of which is to decrease the Effective Yield on such Initial Term Loans, then the Company Borrowers shall pay to the Administrative Agent, for the ratable account of each applicable Lender in respect of such Lender’s Loans that are the applicable Lenders, without duplicationsubject of such Repricing Transaction, (Ix) in the case of clause (xi), a prepayment premium of 11.00% of the principal amount of the Initial Term Loans being prepaid in connection with such Repricing Transaction and (IIy) in the case of clause (yii), a payment an amount equal to 11.00% of the aggregate principal amount of the applicable Initial Term Loans outstanding immediately prior to such amendment and that is prepaid or refinanced are subject to an effective pricing reduction pursuant to such amendment with the incurrence of long-term bank debt financingRepricing Transaction.
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 1:00 P.M. (New York time) at its Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or and (By) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) whether Tranche A Term Loans, Tranche B Term Loans, Revolving Loans or Swingline Loans shall specify be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
Banks; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and, if greater, in integral multiples as set forth $500,000 (or $100,000 in the definition case of Minimum Amount; Swingline Loans), provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) prepayments of Eurodollar Loans made pursuant to this Section 4.01(a) may only be made on the last day of an Interest Period applicable thereto except that the Borrower may make prepayments of Eurodollar Loans on a day which is not the last day of an Interest Period applicable to the Loans being prepaid so long as the Borrower shall compensate each Bank for any breakage costs and any other amounts due such Bank in accordance with Section 1.11; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(ivv) except as provided below in this clause (v), each voluntary prepayment of Term Loans pursuant to this Section 4.01 4.01(a) shall be applied pro rata to each Tranche of Term Loans (with each Tranche of Term Loans to be allocated its respective Term Loan Percentage of the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify amount to the Administrative Agent in writing at the time of such prepaymentbe applied), and if (a) in the Company fails to so specify the application case of repayments of Tranche A Term Loans, such prepayment at the time of such prepayment, then such prepayment repayments shall be applied to reduce the then remaining Tranche A Term Loan Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (pro rata based upon the then remaining principal amount of each Tranche A Term Loan Scheduled Repayment after giving effect to all prior reductions thereto, and (b) in the case of repayments of Tranche B Term Loans, such repayments shall be applied to reduce the then remaining Tranche B Scheduled Term Loan Scheduled Repayments pro rata based upon the then remaining amount of each Tranche B Term Loan Scheduled Repayment after giving effect to all prior reductions thereto, provided that (A) any voluntary prepayment of Term Loans pursuant to this Section 4.01(a) which is made (x) in any fiscal year with proceeds of the Retained Excess Cash Flow Amount, as then in effect, for such fiscal year or (y) with proceeds of the Retained Net Equity Proceeds Amount may (in each case) be applied, at the Borrower's option (and upon written notice to the Administrative Agent at the time notice of such prepayment is given by the Borrower), to prepay only one Tranche of Term Loans, and with each such prepayment to reduce the then remaining Scheduled Repayments of such Tranche of Term Loans pro rata based upon the then remaining amount of each such Scheduled Repayment after giving effect to all prior reductions thereto and Incremental Scheduled Repayment). The foregoing notwithstanding(B) no more than $10,000,000 (or $15,000,000 commencing on January 1, 2000) may be applied in any calendar year in accordance with this proviso; and (vi) at the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans Borrower's election in connection with any Repricing Transactionprepayment of Revolving Loans pursuant to this Section 4.01(a), such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank.
(b) In the event of a refusal by a Bank to consent to certain proposed changes, waivers, discharges or (y) effects any amendment of terminations with respect to this Agreement resulting which have been approved by the Required Banks as (and to the extent) provided in a Repricing TransactionSection 13.12(b), the Company shall pay Borrower may, upon five Business Days' prior written notice to the Administrative Agent, for Agent at its Notice Office (which notice the ratable account of Administrative Agent shall promptly transmit to each of the applicable LendersBanks) repay all Loans, without duplicationtogether with accrued and unpaid interest, Fees, and other amounts owing to such Bank (Ior owing to such Bank with respect to each Tranche which gave rise to the need to obtain such Bank's individual consent) in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (A) in the case of the repayment of Revolving Loans of any Bank pursuant to this clause (xb) the Revolving Loan Commitment of such Bank is terminated concurrently with such repayment pursuant to Section 3.02(c) (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIB) the consents, if any, required by Section 13.12(b) in connection with the case of repayment pursuant to this clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingb) have been obtained.
Appears in 1 contract
Sources: Credit Agreement (Doubletree Corp)
Voluntary Prepayments. The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or and (By) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) whether Term Loans or Revolving Loans shall specify be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
Banks; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and$25,000, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than (x) in the applicable Minimum Amount;
case of Term Loans, $1,000,000, and (y) in the case of Revolving Loans, $200,000, then such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall shall, except as provided in clause (iv) below, be applied pro rata among the Banks which made such Loans; and
and (iv) each at the Borrower's election in connection with any prepayment of Loans pursuant to this Section 4.01 Loans, such prepayment shall not be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time Revolving Loans of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingDefaulting Bank.
Appears in 1 contract
Sources: Credit Agreement (Capstar Radio Broadcasting Partners Inc)
Voluntary Prepayments. The Company Borrower shall have the right to prepay LoansLoans in whole or in part, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part from time to time on the following terms and conditions:
(i) the Company Borrower shall give the Administrative Agent at its Notice the Payment Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate the Loans, whether such Loans are Revolving Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Swingline Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar Loans, ) the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice shall be given by the Borrower (x) prior to 11:00 A.M. on the date of such prepayment (in the case of Base Rate Loans) and (y) at least three Business Days prior to the date of such prepayment (in the case of Eurodollar Loans), which notice shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the Lenders;
Banks; (ii) (x) each partial prepayment in respect of any Borrowing of Revolving Loans shall be in an aggregate principal amount integral multiples of at least the applicable Minimum Amount and, if greater, $250,000 and (y) each partial prepayment of any Borrowing of Swingline Loans shall be in integral multiples as set forth in the definition of Minimum Amount; $100,000, provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any a Borrowing shall reduce the aggregate principal amount of Revolving Loans outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount;
; (iii) at the time of any prepayment of Eurodollar Loans pursuant to this Section 4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11 and (iv) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and
(iv) each , provided that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 4.01, such prepayment shall not be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time any Revolving Loans of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingDefaulting Bank.
Appears in 1 contract
Voluntary Prepayments. The Company shall have the right to prepay Loans, without premium or penalty (except for amounts owing under Section 2.11), in whole or in part from time to time on the following terms and conditions:
(i) the Company shall give the Administrative Agent at its Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
(ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount;
(iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each prepayment of Loans pursuant to this Section 4.01 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financing.
Appears in 1 contract
Voluntary Prepayments. The Company Borrower shall have the right to prepay Term Loans, Revolving Credit Loans and Swingline Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part from time to time on the following terms and conditions:
(ia) the Company Borrower shall give the Administrative Agent at its Notice the Administrative Agent’s Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loansmake such prepayment, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans were made, which notice shall be given by the Borrower no later than (i) in the case of Term Loans or Revolving Credit Loans, 10:00 a.m. (New York time) one Business Day prior to, or (ii) in the case of Swingline Loans, 10:00 a.m. (New York time) on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the Lenders;
Lenders or the Swingline Lender, as the case may be; (iib) each partial prepayment in respect of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least the applicable Minimum Amount and$1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to any a single Borrowing shall reduce the outstanding Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Term Loans or Eurodollar Revolving Credit Loans; (c) any prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable Minimum Amount;
(iii) each thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each prepayment tranche of Term Loans pursuant to this Section 4.01 5.1 shall be (a) applied to Term Loans in such manner as the then remaining Scheduled Repayments Borrower may determine and Incremental Scheduled Repayments (b) applied to reduce Repayment Amounts in such order as the Company shall specify to Borrower may determine. At the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans Borrower’s election in connection with any Repricing Transactionprepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. Notwithstanding the foregoing, any prepayment of Term Loans that results in the prepayment of all, but not less than all, of the outstanding Term Loans (yother than a refinancing in full of the Obligations hereunder) effects any amendment prior to the one year anniversary of the Closing Date with the proceeds of new term loans under this Agreement resulting in a Repricing Transaction, that have an applicable margin that is less than the Company shall pay to the Administrative Agent, Applicable Rate for the ratable account of each Term Loans as of the applicable Lenders, without duplication, (I) in the case of clause (x), Closing Date may only be made if each Term Lender is paid a prepayment premium of 1% of the principal amount of such Lender’s Term Loans. In addition, Section 13.7(b) may only be utilized with respect to a Non-Consenting Lender in respect of any amendment to this Agreement after the Closing Date and prior to the one year anniversary of the Closing Date that has the effect of reducing the Applicable Rate for Term Loans being prepaid and (II) in the case of clause (y), if such Non-Consenting Lender is paid a payment fee equal to 1% of the aggregate principal amount of the applicable such Lenders Term Loans outstanding immediately prior to such amendment being replaced and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingrepaid.
Appears in 1 contract
Sources: Credit Agreement (Accellent Corp.)
Voluntary Prepayments. The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) a Responsible Officer of the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at its the Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower's intent to prepay Base Rate Loans or and (By) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its their intent to prepay Eurodollar Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and$1,000,000, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each , provided that at the Borrowers' election in connection with any prepayment of Loans pursuant to this Section 4.01 4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as prepayment of Loans of a Defaulting Lender.
(a) In connection with rights of the Company shall specify Borrower under Section 1.14 or 13.12(b), the Borrower may, upon ten Business Days' prior written notice to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity Notice Office (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to which notice the Administrative Agent, for the ratable account of Agent shall promptly transmit to each of the applicable Lenders) repay all Loans, without duplicationtogether with accrued and unpaid interest, (I) in the case of clause (x)Fees, a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior other amounts owing to such amendment and that Lender so long as the Commitment of such Lender is prepaid or refinanced terminated concurrently with such repayment pursuant to such amendment with Section 3.02(b) (at which time Schedule I shall be deemed modified to reflect the incurrence of long-term bank debt financingchanged Commitments).
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (Detroit, Michigan time) at its the Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (By) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall shall, except in the case of Swingline Loans, promptly transmit to each of the Lenders;
; (ii) (x) each partial prepayment in respect of any Revolving Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least the applicable Minimum Amount and$5,000,000 and (y) each partial prepayment of Swingline Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $1,000,000, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each prepayment pursuant to this Section 4.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and
(iv) each , provided that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) In the then remaining Scheduled Repayments event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and Incremental Scheduled Repayments to the extent) provided in such order as Section 13.12(b), the Company shall specify Borrower may, upon five Business Days' prior written notice to the Administrative Agent in writing at the time Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Revolving Loans of such prepaymentLender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and if subject to the Company fails to requirements of, said Section 13.12(b) so specify long as (A) the application Commitment of such prepayment Lender is terminated concurrently with such repayment pursuant to Section 3.02(b) (at the which time of such prepayment, then such prepayment Schedule I shall be applied deemed modified to reduce reflect the then remaining Scheduled Repayments changed Commitments) and Incremental Scheduled Repayments in direct order of maturity (based upon B) the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstandingconsents, in the event thatif any, on or prior to the first anniversary of the Restatement Effective Date, the Company (xrequired under Section 13.12(b) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of the repayment pursuant to this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIb) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financinghave been obtained.
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay Loansthe Term Loans on a pro rata basis, without premium or penalty (except for amounts owing under subject to Section 2.11), in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 2:30 P.M. (New York City time) at its the Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar LIBOR Loans, which notice (in each case) shall specify the amount of such prepayment, the date of prepayment (which shall be a Business Day) and the Types of Term Loans to be prepaid andprepaid, and which notice the Administrative Agent shall, promptly transmit to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $1,000,000 or a whole multiple of $100,000 in excess thereof (or such lesser amount as is acceptable to the Administrative Agent); provided, that if any partial prepayment of LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 4.01(a) shall be applied pro rata among such Term Loans; and (iv) each prepayment of Term Loans pursuant to this Section 4.01(a) shall be applied to reduce the then remaining Scheduled Repayments thereof as directed by the Borrower or, absent such direction, in direct order of maturity thereof; provided, that any prepayment constituting a PIK Increase Paydown pursuant to Section 2.08(c), together with any mandatory prepayment pursuant to Section 4.02(j), shall be applied solely to the case two immediately succeeding Scheduled Repayments following the earlier of Eurodollar Loanssuch voluntary prepayment constituting a PIK Increase Paydown and such mandatory prepayment pursuant to Section 4.02(j), as applicable, and then shall be applied to the remaining Scheduled Repayments in inverse order of maturity (including the bullet payment due on the Maturity Date).
(b) In the event of refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 12.12(a), the specific Borrowing or Borrowings pursuant Borrower shall have the right, upon five Business Days’ prior written notice by the Borrower to which such Eurodollar Loans were made, the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders;
), to repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount andincluding all amounts, if greaterany, owing pursuant to Section 2.11) and terminate all Commitments of such Lender in integral multiples accordance with, and subject to the requirements of Section 12.12(b), so long as set forth the consents, if any, required by Section 12.12(b) in connection with the definition of Minimum Amount; provided that no such voluntary partial repayment pursuant to this clause (b) shall have been obtained. Each prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount;
(iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each prepayment of Term Loans pursuant to this Section 4.01 4.01(b) shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity on a pro rata basis (based upon on the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repaymentafter giving effect to all prior reductions thereto). The foregoing notwithstanding, in the event that, on or prior .
(c) [Reserved].
(d) Notwithstanding anything to the first anniversary of the Restatement Effective Datecontrary contained in this Agreement, the Company (xBorrower may, subject to Section 2.11, rescind any notice of prepayment pursuant to Section 4.01(a) makes any prepayment of Loans in connection with any Repricing Transaction, or (yb) effects any amendment of this Agreement resulting in if such prepayment would have resulted from a Repricing Transactionrefinancing, the Company which refinancing shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid not be consummated or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingshall otherwise be delayed.
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(i) an Authorized Representative of the Company Borrower shall give the Administrative Agent prior to 1:00 P.M. (New York time) at its Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower's intent to prepay Base Rate Loans (or same day notice in the case of Swingline Loans provided such notice is given prior to 12:00 Noon (BNew York time)) and (y) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its their intent to prepay Eurodollar Loans, which notice (in each case) whether Revolving Loans or Swingline Loans shall specify be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
Banks; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and, if greater, in integral multiples as set forth $1,000,000 (or $500,000 in the definition case of Minimum Amount; Swingline Loans), provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than $1,000,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the applicable Minimum Amount;
Borrower shall have no force or effect; (iii) at the time of any prepayment of Eurodollar Loans pursuant to this Section 4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; and (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each , provided that at the Borrower's election in connection with any prepayment of Loans pursuant to this Section 4.01 Revolving Loans, such prepayment shall not be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments prepayment of Revolving Loans of a Defaulting Bank.
(b) In the event of certain refusals by a Bank as provided in such order as Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Company shall specify Required Banks, the Borrower may, upon five Business Days' written notice by an Authorized Representative of the Borrower to the Administrative Agent at its Notice Office (which notice the Agent shall promptly transmit to each of the Banks) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Bank in writing at accordance with, and subject to the time requirements of, said Section 13.12(b) so long as (A) the Revolving Loan Commitment of such prepayment, and if the Company fails to so specify the application of Bank is terminated concurrently with such prepayment repayment (at the which time of such prepayment, then such prepayment Schedule I shall be applied deemed modified to reduce reflect the then remaining Scheduled Repayments changed Revolving Loan Commitments) and Incremental Scheduled Repayments in direct order of maturity (based upon B) the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (xconsents required by Section 13.12(b) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of the repayment pursuant to this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIb) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financinghave been obtained.
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing other than payments required under documents referred to in Section 2.114.01(e)), in whole or in part at any time and from time to time on the following terms and conditions:
(i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar such Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders;
(ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is reasonably acceptable to the applicable Minimum Amount andAdministrative Agent), if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount$1,000,000;
(iii) at the time of any prepayment of Eurodollar Loans pursuant to this Section 5.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required to be paid pursuant to Section 2.11; and
(iv) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and.
(ivb) each prepayment In the event of Loans pursuant a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Section 4.01 shall be applied Agreement which have been approved by the Required Lenders as (and to the then remaining Scheduled Repayments and Incremental Scheduled Repayments extent) provided in such order as Section 14.12(b), the Company shall specify Borrower may, upon five Business Days’ prior written notice to the Administrative Agent in writing at the time Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans of such prepaymentLender (including all amounts, if any, owing pursuant to Section 2.11), together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender in accordance with, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior subject to the first anniversary of requirements of, said Section 14.12(b), so long as the Restatement Effective Dateconsents, the Company (xif any, required under Section 14.12(b) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of the prepayment pursuant to this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIb) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financinghave been obtained.
Appears in 1 contract
Voluntary Prepayments. The Company Borrower shall have the right to prepay Loansthe Loans made to it, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (By) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) whether Revolving Loans or Swingline Loans shall specify be prepaid, the amount of such prepayment and prepayment, the Types of the Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall shall, except in the case of Swingline Loans, promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect of any Revolving Loans pursuant to this Section 4.01 shall be in an aggregate principal amount of at least the applicable Minimum Amount $500,000 and, if greaterin excess thereof, in integral multiples as set forth of $100,000 and each prepayment of Swingline Loans pursuant to this Section 4.01 shall be in the definition an aggregate principal amount of Minimum Amount; at least $100,000, provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 4.01 in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and
(iv) each , provided that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 and so long as no Default or Event of Default then exists, such prepayment shall not be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time any Revolving Loan of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingDefaulting Lender.
Appears in 1 contract
Voluntary Prepayments. The Company (a) Each Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) (or 11:00 A.M. (New York City time) in the case of succeeding clause (A)) at its the Notice Office (A) at least one Business Day’s prior same day written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar LIBOR Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar LIBOR Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar LIBOR Loans were made, and which notice the Administrative Agent shall shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each of the Lenders;
; (ii) (A) each partial prepayment in respect of any Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $250,000 (or such lesser amount as is acceptable to the applicable Minimum Amount and, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary Administrative Agent) and (B) each partial prepayment of Eurodollar Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case); provided, that, if any partial prepayment of LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by such Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and
(iv) each provided, that, at such Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to the then remaining Scheduled Repayments any Revolving Loan of a Defaulting Lender (it being understood and Incremental Scheduled Repayments in agreed that, if at any time thereafter any such order as the Company shall specify Defaulting Lender ceases to the Administrative Agent in writing at the time of such prepaymentbe a Defaulting Lender under this Agreement, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstandingBorrower shall, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection coordination with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account repay outstanding Revolving Loans of each certain of the applicable Lenders, without duplicationand incur additional Revolving Loans from certain other Lenders, (I) in each case to the case of clause (x), a prepayment premium of 1% extent necessary so that all of the principal amount Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Loan Commitments and with the Borrowers being obligated to pay to the respective Lenders any costs of the Loans being prepaid and (II) in the case of clause (y), a payment equal type referred to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financing.in
Appears in 1 contract
Sources: Abl Credit Agreement
Voluntary Prepayments. The Company (a) Borrower shall have the right to prepay Loans, the Loans without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (Ax) in the case of Base Rate Loans, at least one (1) Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Base Rate Loans or and (By) in the case of Eurodollar Rate Loans, at least three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Eurodollar Rate Loans, which notice (in each case) shall specify the principal amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Rate Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
Lender, (ii) each partial prepayment in respect of any Loans pursuant to this Section 4.1(a) shall be in an aggregate principal amount of at least the applicable Minimum Amount and$1,000,000, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary if any partial prepayment of Eurodollar Rate Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect, and (iii) each prepayment in respect of any Eurodollar Rate Loans made pursuant to this Section 4.1 on a Borrowing day which is not the last day of an Interest Period applicable thereto shall be applied pro rata among such Loans; andaccompanied by the payment of all amounts owing in connection therewith pursuant to Section 2.11.
(ivb) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 20.12(b), Borrower may, upon five (5) Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each prepayment of Loans Lenders), repay the Loan, together with accrued and unpaid interest, Fees and all other amounts owing to such Lender under this Agreement (including under Sections 2.10 and 2.11) in accordance with said Section 20.12(b) so long as (A) the Commitment of such Lender is terminated concurrently with such repayment (at which time Schedule 1.1(c) shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 20.12(b) in connection with the repayment pursuant to this Section 4.01 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x4.1(b) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financinghave been obtained.
Appears in 1 contract
Sources: Credit Agreement (Toys R Us Inc)
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(i) the Company Borrower shall give the Administrative Agent Agent, prior to 10:00 AM (New York time) at its Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) Office, at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify such Loans and the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were madeprepayment, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
(ii) each partial prepayment in respect of any Loans pursuant to this Section 4.01 shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the applicable Minimum Amount and, if greater, Administrative Agent in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amountgiven case);
(iii) each prepayment in respect at the time of any prepayment of Loans made pursuant to a Borrowing this Section 4.01 which occurs on any date other than the last day of the Interest Period applicable thereto, the Borrower shall be applied pro rata among such Loans; andpay the amounts required pursuant to Section 2.10;
(iv) except as expressly provided in clause (v) below, each prepayment of Loans pursuant to this Section 4.01 shall be applied to allocated among the then remaining Scheduled Repayments and Incremental Scheduled Repayments Lenders pro rata in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection accordance with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid held by such Lenders, and shall be applied to the future Scheduled Amortization Payment Amounts due on the Payment Dates and the final installment (the “balloon” payment) amount due on the Maturity Date pro rata in accordance with the remaining outstanding principal amounts of such installments, provided that at the Borrower’s election in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not, so long as no Event of Default then exists, be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full; and
(v) in the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 11.13(b), the Borrower may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 11.13(b) so long as (I) all Commitments of such Lender are terminated concurrently with such repayment pursuant to Section 4.02(d) (at which time Schedule I hereto shall be deemed modified to reflect the changed Commitments) and (II) the consents, if any, required under Section 11.13(b) in connection with the case of repayment pursuant to this clause (y), a payment equal to 1% of the aggregate principal amount of the applicable a) have been obtained.
(b) Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingthis Section 4.01 may not be reborrowed.
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay Term Loans, other than as set forth in Section 5.1(b), without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part from time to time on the following terms and conditions:
(i1) the Company Borrower shall give the Administrative Agent at its Notice the Administrative Agent’s Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loansmake such prepayment, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar LIBORSOFR Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans were made, which notice shall be given by the Borrower no later than 12:00 noon (New York City time) (i) in the case of LIBORSOFR Loans, three U.S. Government Securities Business Days prior to and (ii) in the case of ABR Loans, one Business Day prior to the date of such prepayment and shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the Lenders;
; (ii2) each partial prepayment in respect of (i) any Borrowing of LIBORSOFR Loans shall be in an aggregate principal a minimum amount of at least the applicable Minimum Amount and$5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar LIBORSOFR Loans made pursuant to any a single Borrowing shall reduce the outstanding LIBORSOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount;
Borrowing Amount for such LIBORSOFR Loans, and (iii3) each in the case of any prepayment of LIBORSOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to such Lender any amounts required pursuant to Section 2.11. Each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each prepayment of Term Loans pursuant to this Section 4.01 5.1 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order Class or Classes of Term Loans as the Company shall specify Borrower may specify. Each prepayment in respect of any Term Loans pursuant to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment this Section 5.1 shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order Class or Classes of maturity Term Loans as the Borrower may specify.
(based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary b) If during any of the Restatement Effective Datetime periods set forth below any Initial Term Loans are voluntarily prepaid pursuant to Section 5.1(a) or mandatorily prepaid pursuant to Section 5.2 pursuant to a Debt Incurrence Prepayment Event or as a result of the incurrence of Indebtedness under Section 10.1(w)(i) or Section 10.1(x)(i)(b) or as a result of an assignment by a Non-Consenting Lender in accordance with Section 13.7(b), or are the subject of a Repricing Amendment, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, a premium (the “Prepayment Premium”) equal to the product of (I) the percentage set forth below as in effect during the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid relevant time period and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Initial Term Loans outstanding immediately prior so prepaid or so subject to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingRepricing Amendment.
Appears in 1 contract
Sources: Second Lien Credit Agreement (BrightSpring Health Services, Inc.)
Voluntary Prepayments. The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or and (By) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) whether Term Loans, Revolving Loans or Swingline Loans shall specify be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and, if greater, in integral multiples as set forth $1,000,000 (or $100,000 in the definition case of Minimum Amount; Swingline Loans) or such lesser amount of a Borrowing which is outstanding, provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than $5,000,000 (or $1,000,000 in the applicable Minimum Amount;
case of Revolving Loans) then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) at the time of any prepayment of Eurodollar Loans pursuant to this Section 4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; (iv) in the event of certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days' written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender's individual consent) in accordance with said Section 13.12(b) so long as (A) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (iv) the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments), and (B) the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (iv) have been obtained and all other requirements of Section 13.12(b) are satisfied; (v) subject to the provisions of Section 4.02(k), each voluntary prepayment of Term Loans pursuant to this Section 4.01 shall be applied to the A Term Loans and the B Term Loans on a pro rata basis (based upon the then outstanding principal amount of A Term Loans and B Term Loans); and (vi) except as expressly provided in the preceding clause (iv), each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among the Loans comprising such LoansBorrowing; and
(iv) each provided that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 4.01, such prepayment shall not be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify any Revolving Loan of a Defaulting Lender. Each prepayment of principal of any Tranche of Term Loans made pursuant to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment this Section 4.01 shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (such Tranche of Term Loans pro rata based upon the then remaining principal amount amounts of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or Repayments after giving effect to all prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingreductions thereto.
Appears in 1 contract
Sources: Credit Agreement (Flowers Foods Inc)
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 11:00 A.M. (New York City time) at its the Notice Office (A) at least one (1) Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (B) at least three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar LIBOR Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar LIBOR Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar LIBOR Loans were made, and which notice the Administrative Agent shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $250,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case); provided that if any partial prepayment of LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower may, upon five (5) Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders;
), repay all Revolving Loans of such Lender, together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount andincluding all amounts, if greaterany, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar Loans made owing pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount;
(iiiSection 2.11) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each prepayment of Loans pursuant to this Section 4.01 shall be applied accordance with, and subject to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order requirements of Section 13.12(b), so long as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (Ii) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (xb), a prepayment premium (A) the Revolving Loan Commitment of 1% of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule 1.01(a) shall be deemed modified to reflect the principal amount of the Loans being prepaid changed Revolving Loan Commitments) and (IIB) such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders and (ii) the consents, if any, required by Section 13.12(b) in connection with the case of repayment pursuant to this clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingb) shall have been obtained.
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(i) an Authorized Representative of the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (A) at least one three Business Day’s Days prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar such Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case if no Event of Eurodollar LoansDefault has occurred or is continuing, the specific Tranche or Tranches and Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders;
(ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the applicable Minimum Amount andAdministrative Agent), if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount$1,000,000;
(iii) at the time of any prepayment of Loans pursuant to this Section 5.01(a) on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required to be paid pursuant to Section 2.10; and
(iv) (a) if no Event of Default has occurred or is continuing, each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing under a particular Tranche shall be applied pro rata among such Loans; and
Loans and (ivb) if an Event of Default has occurred and is continuing, each prepayment of Loans pursuant to this Section 4.01 5.01(a) shall be applied to the outstanding principal amount of Loans under each Tranche on a pro rata basis; provided that, in each case at the Borrower’s election, such prepayment shall not, so long as no Default or Event of Default then remaining Scheduled Repayments exists, be applied to any Loan of a Defaulting Lender under any Tranche until all other Loans of Non-Defaulting Lenders have been repaid in full.
(b) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and Incremental Scheduled Repayments to the extent) provided in such order as Section 14.12(b), the Company shall specify Borrower may, upon five Business Days’ prior written notice by an Authorized Representative of the Borrower to the Administrative Agent in writing at the time Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Loans (including all amounts, if any, owing pursuant to Section 2.10), together with accrued and unpaid interest, Fees and all other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 14.12(b), so long as (A) all Commitments of such prepaymentLender are terminated concurrently with such prepayment pursuant to Section 4.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Commitments), (B) such Lender’s Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders, and (C) the consents, if the Company fails to so specify the application of such prepayment at the time of such prepaymentany, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (xrequired under Section 14.12(b) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of the prepayment pursuant to this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIb) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financinghave been obtained.
Appears in 1 contract
Voluntary Prepayments. The Company Borrower shall have the right to prepay the Term Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (Ax) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or that are Term Loans and (By) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans that are Term Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Term Lenders;
; (ii) each partial prepayment in respect of any Term Loans pursuant to this Section 5.01A shall be in an aggregate principal amount of at least $1.0 million (or such lesser amount as is acceptable to the applicable Minimum Amount andAdministrative Agent), if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary if any partial prepayment of Eurodollar Loans that are Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 5.01A in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each prepayment of Term Loans pursuant and to this Section 4.01 shall be applied to amortization payments as directed by the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingBorrower.
Appears in 1 contract
Voluntary Prepayments. The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under as provided by law and Section 2.11)2.10, in whole or in part at any time and from time to time on the following terms and conditions:
(i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar such Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
(ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and$1,000,000 or such lesser amount of a Borrowing which is outstanding, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount$1,000,000;
(iii) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 2.10;
(iv) in the event of certain refusals by a Lender as provided in Section 12.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission, and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 12.12(b) so long as (A) the Commitment of such Lender (if any) is terminated concurrently with such prepayment (at which time Schedule I shall be deemed modified to reflect the changed Commitments) and (B) the consents required by Section 12.12(b) in connection with the prepayment pursuant to this clause (iv) have been obtained;
(v) except as expressly provided in the preceding clause (iv), each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among the Loans comprising such LoansBorrowing, provided that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full; and
(ivvi) each prepayment of principal of Term Loans pursuant to this Section 4.01 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments Amortization Payments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repaymentaccordance with Section 4.02(e). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financing.
Appears in 1 contract
Voluntary Prepayments. The Company Each Borrower shall have the right to prepay Loansthe Loans made to it, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(i) the Company except as otherwise provided in clause (iv) of this Section 3.01, such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or and (By) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Revolving Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the LendersBanks;
(ii) except as otherwise provided in clause (iv) of this Section 3.01, each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and$5,000,000, provided that, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than $5,000,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the applicable Minimum AmountBorrower shall have no force or effect (and such Borrowing shall be converted at such time into a Borrowing of Base Rate Loans);
(iii) except as otherwise provided in clause (iv) of this Section 3.01, each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and
(iv) each , provided that, at the respective Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 3.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank;
(iv) in the then remaining Scheduled Repayments and Incremental Scheduled Repayments event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in such order as Section 12.12(b), the Company Borrowers shall specify have the right, upon five Business Days' prior written notice to the Administrative Agent in writing at the time Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), to repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Bank in accordance with said Section 12.12(b) so long as (A) the Revolving Loan Commitment of such prepayment, and if the Company fails Bank is terminated concurrently with such repayment pursuant to so specify the application of such prepayment Section 2.02(b) (at the which time of such prepayment, then such prepayment Schedule I shall be applied deemed modified to reduce reflect the then remaining Scheduled Repayments changed Revolving Loan Commitments) and Incremental Scheduled Repayments (B) the consents required by Section 12.12(b) in direct order of maturity connection with the repayment pursuant to this clause (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repaymentiv) have been obtained; and
(v) except as otherwise provided in preceding clause (iv). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes may not voluntarily prepay any prepayment of Competitive Bid Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, without the Company shall pay to the Administrative Agent, for the ratable account of each consent of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to Bank that had made such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingCompetitive Bid Loans.
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrowers shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) an Authorized Representative of the Company Borrowers shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrowers' intent to prepay Base Rate Loans (or same day notice in the case of Swingline Loans provided such notice is given prior to 11:00 A.M. (BNew York time)) and (y) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its their intent to prepay Eurodollar Loans, which notice (in each case) whether Revolving Loans or Swingline Loans shall specify be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
Banks; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and, if greater, in integral multiples as set forth $1,000,000 (or $500,000 in the definition case of Minimum Amount; Swingline Loans), provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than $1,000,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the applicable Minimum Amount;
Borrowers shall have no force or effect; (iii) at the time of any prepayment of Eurodollar Loans pursuant to this Section 4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrowers shall pay the amounts required pursuant to Section 1.11; and (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each , provided that at the Borrowers' election in connection with any prepayment of Loans pursuant to this Section 4.01 Revolving Loans, such prepayment shall not be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments prepayment of Revolving Loans of a Defaulting Bank.
(b) In the event of certain refusals by a Bank as provided in such order as Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Company shall specify Required Banks, the Borrowers may, upon five Business Days' written notice by an Authorized Representative of the Borrowers to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Bank in writing at accordance with, and subject to the time requirements of, said Section 13.12(b) so long as (A) the Revolving Loan Commitment of such prepayment, and if the Company fails to so specify the application of Bank is terminated concurrently with such prepayment repayment (at the which time of such prepayment, then such prepayment Schedule I shall be applied deemed modified to reduce reflect the then remaining Scheduled Repayments changed Revolving Loan Commitments) and Incremental Scheduled Repayments in direct order of maturity (based upon B) the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (xconsents required by Section 13.12(b) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of the repayment pursuant to this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIb) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financinghave been obtained.
Appears in 1 contract
Sources: Credit Agreement (Furniture Brands International Inc)
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 1:00 P.M. (New York time) at its Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or and (By) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) whether Tranche A Term Loans, Tranche B Term Loans, Revolving Loans or Swingline Loans shall specify be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
Banks; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and, if greater, in integral multiples as set forth $500,000 (or $100,000 in the definition case of Minimum Amount; Swingline Loans), provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) prepayments of Eurodollar Loans made pursuant to this Section 4.01(a) may only be made on the last day of an Interest Period applicable thereto except that the Borrower may make prepayments of Eurodollar Loans on a day which is not the last day of an Interest Period applicable to the Loans being prepaid so long as the Borrower shall compensate each Bank for any breakage costs and any other amounts due such Bank in accordance with Section 1.11; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(ivv) except as provided below in this clause (v), each voluntary prepayment of Term Loans pursuant to this Section 4.01 4.01(a) shall be applied pro rata to each Tranche of Term Loans (with each Tranche of Term Loans to be allocated its respective Term Loan Percentage of the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify amount to the Administrative Agent in writing at the time of such prepaymentbe applied), and if (a) in the Company fails to so specify the application case of repayments of Tranche A Term Loans, such prepayment at the time of such prepayment, then such prepayment repayments shall be applied to reduce the then remaining Tranche A Term Loan Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (pro rata based upon the then remaining principal amount of each such Tranche A Term Loan Scheduled Repayment after giving effect to all prior reductions thereto, and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (Ib) in the case of clause repayments of Tranche B Term Loans, such repayments shall be applied to reduce the then remaining Tranche B Scheduled Term Loan Scheduled Repayments pro rata based upon the then remaining amount of each Tranche B Term Loan Scheduled Repayment after giving effect to all prior reductions thereto, provided that (xA) any voluntary prepayment of Term Loans pursuant to this Section 4.01(a) which are made with proceeds of the Retained Excess Cash Flow Amount or with proceeds of the Retained Net Equity Proceeds Amount may be applied, at the Borrower's option (and upon written notice to the Administrative Agent at the time notice of such prepayment is given by the Borrower), to prepay only one Tranche of Term Loans, and with
(b) In the event of a prepayment premium of 1% refusal by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as (and to the extent) provided in Section 13.12(b), the Borrower may, upon five Business Days' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the principal amount of Banks) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Bank (or owing to such Bank with respect to each Tranche which gave rise to the Loans being prepaid need to obtain such Bank's individual consent) in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (IIA) in the case of the repayment of Revolving Loans of any Bank pursuant to this clause (yb) the Revolving Loan Commitment of such Bank is terminated concurrently with such repayment pursuant to Section 3.02(c) (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments), a payment equal to 1% of and (B) the aggregate principal amount of consents, if any, required by Section 13.12(b) in connection with the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced repayment pursuant to such amendment with the incurrence of long-term bank debt financingthis clause (b) have been obtained.
Appears in 1 contract
Sources: Credit Agreement (Doubletree Corp)
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at its the Notice Office (Ax) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (By) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Euro Rate Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Euro Rate Loans were made, and which notice the Administrative Agent shall shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each of the Lenders;
; (ii) (x) each partial prepayment in respect of any Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the applicable Minimum Amount and, if greater, Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in integral multiples an aggregate principal amount of at least $1,000,000 (or such lesser amount as set forth is acceptable to the Administrative Agent in the definition of Minimum Amountany given case); provided that no such voluntary if any partial prepayment of Eurodollar Euro Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Euro Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Euro Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender;
(b) In the then remaining Scheduled Repayments event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and Incremental Scheduled Repayments to the extent) provided in such order as Section 13.12(b), the Company shall specify Borrower may, upon three Business Days’ prior written notice to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity Notice Office (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to which notice the Administrative Agent, for the ratable account of Agent shall promptly transmit to each of the applicable Lenders), without duplicationrepay all Loans of such Lender (including all amounts, if any, owing pursuant to Section 2.11), together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b), so long as (IA) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (xb), a prepayment premium (x) the Revolving Loan Commitment of 1% of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule I shall be deemed modified to reflect the principal amount of the Loans being prepaid changed Revolving Loan Commitments) and (IIy) such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (B) the consents, if any, required by Section 13.12(b) in connection with the case of repayment pursuant to this clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingb) shall have been obtained.
Appears in 1 contract
Sources: Credit Agreement (Dole Food Co Inc)
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) an Authorized Representative of the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (Ax) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower’s intent to prepay Base Rate Loans or and (By) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its their intent to prepay Eurodollar EurodollarSOFR Loans, which notice (in each case) whether Revolving Loans or Swingline Loans shall specify be prepaid, the amount of such prepayment and the Types Type of Loans to be prepaid and, in the case of Eurodollar EurodollarSOFR Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and, if greater, in integral multiples as set forth $1,000,000 (or $100,000 in the definition case of Minimum Amount; Swingline Loans), provided that no such voluntary if any partial prepayment of Eurodollar EurodollarSOFR Loans made pursuant to any Borrowing shall reduce the outstanding EurodollarSOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of EurodollarSOFR Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and
(iv) each , provided that subject to Section 2.15, at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments prepayment of Revolving Loans of a Defaulting Lender.
(b) In the event of certain refusals by a Lender as provided in such order as Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Company shall specify Required Lenders, the Borrower may, upon five Business Days’ written notice by an Authorized Representative of the Borrower to the Administrative Agent in writing at the time Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Revolving Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (A) the Commitment of such prepayment, and if the Company fails Lender is terminated concurrently with such repayment pursuant to so specify the application of such prepayment Section 4.02(b) (at the which time of such prepayment, then such prepayment Schedule I shall be applied deemed modified to reduce reflect the then remaining Scheduled Repayments changed Commitments) and Incremental Scheduled Repayments in direct order of maturity (based upon B) the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (xconsents required by Section 13.12(b) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of the repayment pursuant to this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIb) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financinghave been obtained.
Appears in 1 contract
Sources: Credit Agreement (Flowers Foods Inc)
Voluntary Prepayments. The Company Borrower shall have the right to prepay Loansthe Loans of any Tranche (as selected by the Borrower), without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part part, at any time and from time to time on the following terms and conditions:
(i) the Company Borrower shall give the Administrative Agent at its the Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of (1) its intent to prepay Base Rate such Loans, (2) whether B-1 Term Loans or B-2 Term Loans shall be prepaid, (B3) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, and (4) in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which with such notice to be given by the Borrower prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment, and to be transmitted promptly by the Administrative Agent shall promptly transmit to each of the LendersLenders with Loans of the respective Tranche and Type;
(ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least equal to the Minimum Borrowing Amount for the applicable Minimum Amount andTranche and Type of Loans, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the applicable respective Minimum Amount;Borrowing Amount for such Tranche and Type of Loans, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto shall have no force or effect; and
(iii) each prepayment in respect of any Loans under a given Tranche made pursuant to a given Borrowing shall be applied pro rata among such Loans; and
(iv) each prepayment of Loans pursuant to this Section 4.01 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in comprising such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingBorrowing.
Appears in 1 contract
Sources: Credit Agreement (Starwood Hotel & Resorts Worldwide Inc)
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar such Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders;
(ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is reasonably acceptable to the applicable Minimum Amount and, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum AmountAdministrative Agent;
(iii) at the time of any prepayment of Loans pursuant to this Section 5.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts, if any, required to be paid pursuant to Section 2.10; and
(iv) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each , provided that at the Borrower’s election in connection with any prepayment of Loans pursuant to this Section 4.01 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Loan of a Defaulting Lender.
(b) In the then remaining Scheduled Repayments event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and Incremental Scheduled Repayments to the extent) provided in such order as Section 14.12(b), the Company shall specify Borrower may, upon five Business Days’ prior written notice to the Administrative Agent in writing at the time Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans of such prepaymentLender (including all amounts, if any, owing pursuant to Section 2.09), together with accrued and unpaid interest, fees and all other amounts then owing to such Lender in accordance with, and if subject to the Company fails to requirements of, said Section 14.12(b), so specify long as (A) the application Revolving Loan Commitment of such prepayment at the time of such prepayment, then Lender is terminated concurrently with such prepayment (at which time Schedule I shall be applied deemed modified to reduce reflect the then remaining Scheduled Repayments changed Revolving Loan Commitments) and Incremental Scheduled Repayments in direct order of maturity (based upon B) the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstandingconsents, in the event thatif any, on or prior to the first anniversary of the Restatement Effective Date, the Company (xrequired under Section 14.12(b) makes any prepayment of Loans in connection with any Repricing Transaction, or the prepayment pursuant to this clause (yb) effects any amendment have been obtained. For the avoidance of this Agreement resulting in a Repricing Transactiondoubt, the Company repayment of any Loans pursuant to this Section 5.01(b) shall pay not be subject to the Administrative Agent, for the ratable account provisions of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingSection 14.06 hereof.
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(i) an Authorized Representative of the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (A) at least one four Business Day’s Days prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar such Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders;
(ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the applicable Minimum Amount andAdministrative Agent), if greaterprovided that, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount$1,000,000;
(iii) at the time of any prepayment of Loans pursuant to this Section 4.01(a) on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required to be paid pursuant to Section 1.10; and
(iv) each prepayment pursuant to this Section 4.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each , provided that, at the Borrower’s election in connection with any prepayment of Loans pursuant to this Section 4.01 4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Loan of a Defaulting Lender.
(b) In the then remaining Scheduled Repayments event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and Incremental Scheduled Repayments to the extent) provided in such order as Section 14.12(b), the Company shall specify Borrower may, upon five Business Days’ prior written notice by an Authorized Representative of the Borrower to the Administrative Agent in writing at the time Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Loans (including all amounts, if any, owing pursuant to Section 1.10), together with accrued and unpaid interest, Fees and all other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 14.12(b), so long as (A) all Commitments of such prepaymentLender are terminated concurrently with such prepayment pursuant to Section 3.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Commitments), (B) such Lender’s Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders, and (C) the consents, if the Company fails to so specify the application of such prepayment at the time of such prepaymentany, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (xrequired under Section 14.12(b) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of the prepayment pursuant to this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIb) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financinghave been obtained.
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at its the Notice Office (A) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Multiple Draw I Term Loans, Multiple Draw II Term Loans, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall shall, except in the case of Swingline Loans, promptly transmit to each of the Lenders;
; (ii) (x) each partial prepayment in respect of any Term Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least the applicable Minimum Amount and$5,000,000, if greater(y) each partial prepayment of Revolving Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $1,000,000 and (z) each partial prepayment of Swingline Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $500,000, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 4.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each , provided that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment of Term Loans pursuant to this Section 4.01(a) shall be applied pro rata to each Tranche of outstanding Term Loans, with the then remaining Scheduled Repayments Multiple Draw I Term Loans to be allocated the Multiple Draw I Term Loan Percentage of the amount of such prepayment and Incremental Scheduled Repayments in such order as the Company shall specify Multiple Draw II Term Loans to be allocated the Administrative Agent in writing at Multiple Draw II Term Loan Percentage of the time amount of such prepayment, and if ; (v) each voluntary prepayment of any Multiple Draw I Term Loans pursuant to this Section 4.01(a) occurring after the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment Multiple Draw I Term Loan Commitment Termination Date shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity Multiple Draw I Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of such Scheduled Repayments after giving effect to all prior reductions thereto); and (vi) each voluntary prepayment of any Multiple Draw II Term Loans pursuant to this Section
4.01 (a) shall be applied on a pro rata basis to the Multiple Draw II Term Loans then outstanding pursuant to the various Multiple Draw II Term Loan Sub-Facilities and, within each Multiple Draw II Term Loan Sub-Facility such payments shall be applied to reduce the respective Scheduled Repayments applicable thereto on a pro rata basis (based upon the then remaining unpaid principal amount of each such Scheduled Repayment and Incremental Scheduled RepaymentRepayments after giving effect to all prior reductions thereto). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company ; provided that (x) makes if the Scheduled Repayments applicable to any prepayment Multiple Draw II Term Loan Sub-Facility are expressed as a percentage of the principal amount of Multiple Draw II Term Loans in connection with any Repricing Transactionoutstanding thereunder as of a given date, or voluntary prepayments shall only reduce such Scheduled Repayments if same occur after such specified date and (y) effects the provisions contained above in this clause (vi), to the extent relating to the application of voluntary repayments to the Scheduled Repayments applicable to any amendment Multiple Draw II Term Loan Sub-Facility, shall be subject to any contrary agreements with respect thereto contained in the relevant Multiple Draw II Term Loan Commitment Agreements.
(b) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement resulting which have been approved by the Required Lenders as (and to the extent) provided in a Repricing TransactionSection 13.12(b), the Company shall pay Borrower may, upon five Business Days' prior written notice to the Administrative Agent, for Agent at the ratable account of Notice Office (which notice the Administrative Agent shall promptly transmit to each of the applicable Lenders) repay all Loans, without duplicationtogether with accrued and unpaid interest, Fees, and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (I) in the case of clause the repayment of Revolving Loans of any Lender pursuant to this Section 4.01(b), (x)) the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 3.02(d) (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments) and (y) such Lender's RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the Issuing Lender, a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of the repayment of Term Loans of any Lender pursuant to this Section 4.01(b), the Multiple Draw I Term Loan Commitment (and each of the related Commitments) of such Lender and the Multiple Draw II Term Loan Commitment (and each of the related Commitments) of such Lender is terminated concurrently with such repayment pursuant to Section 3.02(d) (to the extent not theretofore terminated) (at which time Schedule I shall be deemed modified to reflect the changed Commitments), and (III) the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to this clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingb) have been obtained.
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay --------------------- the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower's intent to prepay Base Rate Loans or and (By) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower's intent to prepay Eurodollar Loans, which notice (in each case) whether Term Loans or Revolving Loans shall specify be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
Banks; (ii) each partial prepayment in respect of any Loans made pursuant to this Section 3.01(a) shall be in an aggregate principal amount of at least the applicable Minimum Amount and$5,000,000, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary if any partial prepayment of Eurodollar Loans -------- made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect, but instead such Borrowing shall be converted automatically to a Borrowing of Base Rate Loans; (iii) each prepayment made pursuant to this Section 3.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such --- ---- Loans; and
(iv) each , provided that at the Borrower's election in connection with any -------- prepayment of Revolving Loans pursuant to this Section 4.01 3.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loans of a Defaulting Bank; and (iv) at the then remaining Scheduled Repayments time of any prepayment of Eurodollar Loans pursuant to this Section 3.01(a) on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11.
(b) In the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as (and Incremental Scheduled Repayments to the extent) provided in such order as Section 12.12(b), the Company shall specify Borrower may, upon five Business Days' prior written notice to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity Notice Office (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to which notice the Administrative Agent, for the ratable account of Agent shall promptly transmit to each of the applicable LendersBanks), without duplicationrepay all Loans, together with accrued and unpaid interest, Fees and all other amounts owing to such Bank under this Agreement (Iincluding under Section 1.11) in accordance with said Section 12.12(b) so long as (A) in the case of clause (xthe repayment of any Revolving Loans of any Bank pursuant to this Section 3.01(b), a prepayment premium the Revolving Loan Commitment of 1% of such Bank is terminated concurrently with such repayment pursuant to Section 2.02(b) (at which time Schedule I shall be deemed modified to reflect the principal amount of the Loans being prepaid changed Revolving Loan Commitments) and (IIB) the consents required by Section 12.12(b) in connection with the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced repayment pursuant to such amendment with the incurrence of long-term bank debt financingthis Section 3.01(b) have been obtained.
Appears in 1 contract
Voluntary Prepayments. The Company Borrowers shall have the right to prepay Loans, without premium or penalty (except for amounts owing under Section 2.11), the Loans in whole or in part from time to time on the following terms and conditions:
(ia) the Company applicable Borrower shall give the Administrative Agent irrevocable written notice at its Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate the Loans, whether such Loans are Multicurrency Revolving Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Swing Line Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans specific Borrowings to which such prepayment is to be prepaid andapplied, which notice shall be given by the applicable Borrower to Administrative Agent by 12:00 noon (New York City time) at least three Business Days prior in the case of Eurodollar Eurocurrency Loans, at least one Business Day prior in the specific Borrowing or Borrowings pursuant to which case of Base Rate Loans and by 11:00 a.m. (Local Time) in the case of Swing Line Loans on the date of such Eurodollar Loans were made, prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by Administrative Agent shall promptly transmit to each of the applicable Lenders;
(iib) each partial prepayment in respect of any Loans Borrowing shall be in an a principal amount at least equal to the Minimum Borrowing Multiple, provided that, no partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing shall reduce the aggregate principal amount of at least the applicable Minimum Amount and, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amountthereto;
(iiic) Eurocurrency Loans may only be prepaid pursuant to this Section 4.2 on the last day of an Interest Period applicable thereto or on any other day subject to Section 3.5; and
(d) each prepayment in the case of Swing Line Loans shall be repaid to the applicable Swing Line Lender. The notice provisions, the provisions with respect to the minimum amount of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each prepayment of Loans pursuant to this Section 4.01 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of provisions requiring prepayments in integral multiples above such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal minimum amount of each such Scheduled Repayment this Section 4.2 are for the benefit of Administrative Agent and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the may be waived unilaterally by Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financing.
Appears in 1 contract
Sources: Credit Agreement (Greif Inc)
Voluntary Prepayments. The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent Lender prior to 12:00 Noon (Stamford, Connecticut time) at its Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Prime Rate Loans or and (By) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) whether the Term Loan or the Revolving Loans shall specify be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and$250,000, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) prepayments of Eurodollar Loans made pursuant to this Section 4.1(a) may only be made on the last day of an Interest Period applicable thereto; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
and (ivv) each voluntary prepayment of Loans the Term Loan pursuant to this Section 4.01 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment 4.1(a) shall be applied to reduce the then remaining Term Loan Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstandingRepayments, in the event that, on or prior to the first anniversary inverse order of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingmaturity.
Appears in 1 contract
Sources: Credit Agreement (Semiconductor Packaging Materials Co Inc)
Voluntary Prepayments. The Company Borrower shall have the right to prepay the Revolving Loans and Term Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 2:00 P.M. (New York time) at its Notice the Administrative Agent’s Office (Ax) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower’s intent to prepay Base Rate Loans or and (By) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower’s intent to prepay Eurodollar Loans, which notice (in each case) specifying whether InitialTerm B Loans, Revolving Loans, Swingline Loans or one or more specified Tranches of Incremental Term Loans shall specify be prepaid, the amount of such prepayment and the Types of Loans to be prepaid andprepaid, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made and, in the case of prepayments of Term Loans of any Tranche, the application of such Eurodollar Loans were madeprepayments to the Scheduled Term Loan Repayments of such Tranche, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least $1,000,000 (or $100,000 in the applicable Minimum Amount andcase of Swingline Loans), if greaterand thereafter, in integral multiples as set forth in of $100,000; (iii) at the definition time of Minimum Amount; provided that no such voluntary partial any prepayment of Eurodollar Loans made pursuant to this Section 4.01 on any Borrowing date other than the last day of the Interest Period applicable thereto, the Borrower shall reduce pay the outstanding Loans made amounts required pursuant to such Borrowing to an amount less than the applicable Minimum Amount;
Section 1.08; (iiiiv) each prepayment pursuant to this Section 4.01(a) in respect of any Loans made by Lenders pursuant to a Borrowing shall be applied pro rata among all such Lenders’ Loans comprising such Borrowing, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans, such prepayment shall not be applied to the prepayment of Revolving Loans of a Defaulting Lender; and
(ivv) each voluntary prepayment of Term Loans pursuant to this Section 4.01 4.01(a) shall be applied pro rata to the then remaining Scheduled Repayments Tranche of Term Loans specified by the Borrower and Incremental Scheduled Repayments (vi) the amount of each voluntary prepayment of Term Loans made pursuant to this Section 4.01(a) and applied to a particular Tranche of Term Loans as provided in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment preceding clause (v) shall be applied to reduce the then remaining Scheduled Term Loan Repayments and Incremental Scheduled Repayments of such Tranche as directed by the Borrower in direct order of maturity the notice referred to in preceding clause (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repaymenti). The foregoing notwithstandingBorrower may, in the event that, on or prior upon notice to the first anniversary of the Restatement Effective Date, the Company Swingline Lender (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay copy to the Administrative Agent), for at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the ratable account of each Swingline Lender and the Administrative Agent not later than 1:00 p.m. (New York City time) on the date of the applicable Lendersprepayment, without duplication, and (I2) any such prepayment shall be in the case of clause (x), a prepayment premium of 1% of the minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Loans outstanding immediately prior to Borrower, the Borrower shall make such amendment prepayment and that is prepaid or refinanced pursuant to the payment amount specified in such amendment with notice shall be due and payable on the incurrence of long-term bank debt financingdate specified therein.
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(i) the Company Borrower shall give the Administrative Agent at its the Notice Office (Ax) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or by no later than 12:00 Noon (BNew York time) at least three Business Days’ on the date of such prepayment and (y) prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar LoansLoans by no later than 1:30 P.M. (New York time) at least three Business Days' prior to the date of such prepayment, which notice (in each case) shall specify whether Term Loans, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each of the Lenders;
; (ii) (x) each partial prepayment in respect of any Term Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least the applicable Minimum Amount and$1,000,000, (y) each partial prepayment of Revolving Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $250,000 and (z) each partial prepayment of Swingline Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $100,000, PROVIDED that if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans beyond the last day of the Interest Period then applicable thereto (and same shall automatically be converted into a Borrowing of Base Rate Loans on the last day of such Interest Period) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 4.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata PRO RATA among such Loans; and
(iv) each , provided that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 4.01(a), such prepayment shall not, so long as no Default and no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) In the then remaining Scheduled Repayments event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and Incremental Scheduled Repayments to the extent) provided in such order as Section 13.12(b), the Company shall specify Borrower may, upon five Business Days' prior written notice to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity Notice Office (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to which notice the Administrative Agent, for the ratable account of Agent shall promptly transmit to each of the applicable Lenders) repay all Loans of such Lender (including all amounts, without duplicationif any, owing pursuant to Section 1.11), together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (or owing to such Lender with respect to the Tranche which gave rise to the need to obtain such Lender's individual consent) in accordance with, and subject to the requirements of, said Section 13.12(b), so long as (I) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (xb), a prepayment premium the Revolving Loan Commitment of 1% of such Lender is terminated concurrently with such repayment pursuant to this Section 4.01(b), at which time Schedule I shall be deemed modified to reflect the principal amount of the Loans being prepaid and changed Revolving Loan Commitments, (II) the consents, if any, required under Section 13.12(b) in connection with the case of repayment pursuant to this clause (yb) have been obtained and (III) after giving effect to all repayments made as described above in this Section 4.01(b), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced any additional amounts owing pursuant to Section 4.02(a) at such amendment with the incurrence of long-term bank debt financingtime shall have been paid.
Appears in 1 contract
Sources: Credit Agreement (Nash Finch Co)
Voluntary Prepayments. The Company Borrower shall have the right to prepay Loans, without premium or penalty (except for amounts Loans owing under Section 2.11), by it in whole or in part part, without penalty or fee except as otherwise provided in this Agreement, from time to time on the following terms and conditions:
(i) the Company Borrower shall give the Administrative Agent at its the Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans, whether such Loans are Revolving Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Swingline Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, (in the case of Eurodollar Loans, ) the specific Borrowing or Borrowings Borrowing(s) pursuant to which such Eurodollar Loans were made, which notice shall be given by the Borrower at least two Business Days prior to (or in the case of Swingline Loans prior to 12:00 Noon (New York Time) on) the date of such pre-payment, which notice shall promptly be transmitted by the Administrative Agent shall promptly transmit to each of the Lenders;
Banks (except in respect of Swingline Loans); (ii) each partial prepayment in respect of any Loans Borrowing shall be in an aggregate principal amount of at least the applicable Minimum Amount and, if greater$2,000,000 (or, in integral multiples respect of a partial prepayment of any Borrowing of Swingline Loans, in such lesser principal amount as set forth in the definition of Minimum Amount; may be satisfactory to Scotiabank), provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the aggregate principal amount of Eurodollar Loans outstanding Loans made pursuant to such a Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto; and (iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each Loans provided that at the Borrower's election no portion of any voluntary prepayment of Loans pursuant to this Section 4.01 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time Revolving Loans of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingDefaulting Bank.
Appears in 1 contract
Voluntary Prepayments. The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or and (By) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
Banks; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and$25,000, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than $200,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the applicable Minimum Amount;
Borrower shall have no force or effect; (iii) prepayments of Eurodollar Loans made pursuant to this Section 4.01 may only be made on the last day of an Interest Period applicable thereto (except in connection with payments made pursuant to clause (v) below); (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall shall, except as provided in clauses (v) and (vi) below, be applied pro rata among the Banks which made such Loans; and
(ivv) in the event of certain refusals by a Bank as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks, the Borrower shall have the right, upon five Business Days' written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each prepayment of Loans the Banks) repay all Loans, together with accrued and unpaid interest, Fees and other amounts, owing to such Bank in accordance with said Section 13.12(b) so long as (A) the Commitment of such Bank is terminated concurrently with such repayment (at which time Schedule I shall be deemed modified to reflect such changed amounts) and (B) the consents required by Section 13.12(b) in connection with the repayment pursuant to this Section 4.01 clause (v) have been obtained, and (vi) at the Borrower's election in connection with any prepayment of Loans, such prepayment shall not be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time Loans of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingDefaulting Bank.
Appears in 1 contract
Voluntary Prepayments. The Company (a) Each Borrower shall have the right to prepay Loansthe Loans made to it, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (By) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall shall, except in the case of Swingline Loans, promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect of any Revolving Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least the applicable Minimum Amount and$1,000,000 and each prepayment of Swingline Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $100,000, PROVIDED that if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 4.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata PRO RATA among such Revolving Loans; and
(iv) each , PROVIDED that at the respective Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) In the then remaining Scheduled Repayments event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative extent) provided in Section 13.12(b), the Borrowers may, upon five Business Days' prior written notice to the Agent in writing at the time Notice Office (which notice the Agent shall promptly transmit to each of the Lenders), repay all Revolving Loans of such prepaymentLender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and if subject to the Company fails to requirements of, said Section 13.12(b) so specify long as (A) the application Commitment of such prepayment Lender is terminated concurrently with such repayment pursuant to Section 3.02(b) (at the which time of such prepayment, then such prepayment Schedule I shall be applied deemed modified to reduce reflect the then remaining Scheduled Repayments changed Commitments) and Incremental Scheduled Repayments in direct order of maturity (based upon B) the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstandingconsents, in the event thatif any, on or prior to the first anniversary of the Restatement Effective Date, the Company (xrequired under Section 13.12(b) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of the repayment pursuant to this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIb) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financinghave been obtained.
Appears in 1 contract
Sources: Credit Agreement (Neff Corp)
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 1:00 P.M. (New York time) at its the Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (By) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall shall, except in the case of Swingline Loans, promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect of any Revolving Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least the applicable Minimum Amount and$1,000,000, and (z) each partial prepayment of Swingline Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $50,000, PROVIDED that if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 4.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata PRO RATA among the Lenders which made such Revolving Loans; and
(iv) each , provided that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 4.01(a), such prepayment shall not, so long no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.
(b) In the then remaining Scheduled Repayments event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and Incremental Scheduled Repayments to the extent) provided in such order as Section 13.12(b), the Company shall specify Borrower may, upon five Business Days' prior written notice to the Administrative Agent in writing at the time Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Revolving Loans of, together with accrued and unpaid interest, Fees and other amounts owing to, such Lender in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (A) the entire Revolving Loan Commitment of such prepayment, and if the Company fails Lender is terminated concurrently with such repayment pursuant to so specify the application of such prepayment Section 3.02(b) (at the which time of such prepayment, then such prepayment Schedule I shall be applied deemed modified to reduce reflect the then remaining Scheduled Repayments changed Revolving Loan Commitments) and Incremental Scheduled Repayments in direct order of maturity (based upon B) the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstandingconsents, in the event thatif any, on or prior to the first anniversary of the Restatement Effective Date, the Company (xrequired under Section 13.12(b) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of the repayment pursuant to this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIb) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financinghave been obtained.
Appears in 1 contract
Voluntary Prepayments. The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(i) the Company Borrower shall prepay Loans at 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of prepayment;
(ii) the Borrower shall give the Administrative Agent prior to 2:00 p.m. (New York time) at its the Notice Office (A) at least one three Business Day’s Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B"Notice of Voluntary Prepayment") at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify and the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were madeprepayment, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
(iiiii) without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any prepayment of Loans, the Administrative Agent may act without liability upon the basis of telephonic notice of such prepayment believed by the Administrative Agent in good faith to be from the chairman of the board, the chief executive officer, the president, the chief financial officer, the treasurer or any assistant treasurer of the Borrower, or from any other authorized officer of the Borrower designated in writing by any of the foregoing officers of the Borrower to the Administrative Agent as being authorized to give such notices, prior to receipt of written confirmation. The Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of such telephonic notice of such prepayment of Loans absent manifest error;
(iv) each partial prepayment in respect of any Loans pursuant to this Section 2.01 shall be in an aggregate principal amount of at least the applicable Minimum Amount and, if greater, $1,000,000 and in integral multiples as set forth of $100,000 in the definition of Minimum Amountexcess thereof; provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount;and
(iiiv) each prepayment pursuant to this Section 2.01 in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each prepayment of Loans pursuant to this Section 4.01 shall be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in such order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financing.
Appears in 1 contract
Sources: Senior Subordinated Credit Agreement (Superior Telecom Inc)
Voluntary Prepayments. (a) The Company Borrowers shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) an Authorized Representative of the Company Borrowers shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrowers' intent to prepay Base Rate Loans (or same day notice in the case of Swingline Loans provided such notice is given prior to 11:00 A.M. (BNew York time)) and (y) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its their intent to prepay Eurodollar Loans, which notice (in each case) whether Revolving Loans or Swingline Loans shall specify be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and, if greater, in integral multiples as set forth $1,000,000 (or $500,000 in the definition case of Minimum Amount; Swingline Loans), provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrowers shall have no force or effect; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and
(iv) each , provided that at the Borrowers' election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments prepayment of Revolving Loans of a Defaulting Lender.
(b) In the event of certain refusals by a Lender as provided in such order as Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Company shall specify Required Lenders, the Borrowers may, upon five Business Days' written notice by an Authorized Representative of the Borrowers to the Administrative Agent in writing at the time Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Revolving Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (A) the Commitment of such prepayment, and if the Company fails to so specify the application of Lender is terminated concurrently with such prepayment repayment (at the which time of such prepayment, then such prepayment Schedule I shall be applied deemed modified to reduce reflect the then remaining Scheduled Repayments changed Commitments) and Incremental Scheduled Repayments in direct order of maturity (based upon B) the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (xconsents required by Section 13.12(b) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of the repayment pursuant to this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIb) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financinghave been obtained.
Appears in 1 contract
Sources: Credit Agreement (Furniture Brands International Inc)
Voluntary Prepayments. (a) (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) an Authorized Representative of the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (Ax) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower’s intent to prepay Base Rate Loans or and (By) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its their intent to prepay Eurodollar Loans, which notice (in each case) whether Revolving Loans or Swingline Loans shall specify be prepaid, the amount of such prepayment and the Types Type of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and, if greater, in integral multiples as set forth $1,000,000 (or $100,000 in the definition case of Minimum Amount; Swingline Loans), provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and
(iv) each , provided that subject to Section 2.15, at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to the then remaining Scheduled Repayments and Incremental Scheduled Repayments prepayment of Revolving Loans of a Defaulting Lender.
(b) (b) In the event of certain refusals by a Lender as provided in such order as Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Company shall specify Required Lenders, the Borrower may, upon five Business Days’ written notice by an Authorized Representative of the Borrower to the Administrative Agent in writing at the time Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Revolving Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (A) the Commitment of such prepayment, and if the Company fails Lender is terminated concurrently with such repayment pursuant to so specify the application of such prepayment Section 4.02(b) (at the which time of such prepayment, then such prepayment Schedule I shall be applied deemed modified to reduce reflect the then remaining Scheduled Repayments changed Commitments) and Incremental Scheduled Repayments in direct order of maturity (based upon B) the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (xconsents required by Section 13.12(b) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of the repayment pursuant to this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIb) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financinghave been obtained.
Appears in 1 contract
Sources: Credit Agreement (Flowers Foods Inc)
Voluntary Prepayments. The Company (a) No voluntary prepayments of Loans shall be permitted prior to the first anniversary of the Effective Date. Subject to Section 4.02, the Borrower shall have the right to prepay Loans, without premium or penalty (except for amounts owing under Section 2.11), the Loans in whole or in part at any time and from time to time on or after the first anniversary of the Effective Date on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify the amount of such prepayment prepayment, and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
; and (ii) each partial prepayment in respect of any Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the applicable Minimum Amount and, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amount;Administrative Agent).
(iiib) each prepayment Without in respect any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and
(iv) each prepayment of Loans pursuant permitted hereunder, the Administrative Agent may act without liability upon the basis of telephonic notice of such prepayment believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of such telephonic notice of such prepayment absent manifest error.
(c) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Section 4.01 shall be applied Agreement which have been approved by the Required Lenders as (and to the then remaining Scheduled Repayments and Incremental Scheduled Repayments extent) provided in such order as Section 13.12(b), the Company shall specify Borrower may, upon five Business Days’ prior written notice to the Administrative Agent in writing at the time Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans of such prepaymentLender, together with accrued and unpaid interest, Fees, premiums and all other amounts then owing to such Lender in accordance with, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior subject to the first anniversary of requirements of, said Section 13.12(b), so long as the Restatement Effective Dateconsents, the Company (xif any, required by Section 13.12(b) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of the repayment pursuant to this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIc) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingshall have been obtained.
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrowers shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under as otherwise provided in Section 2.114.01(c)), in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrowers shall give the Administrative Agent prior to 2:00 P.M. (New York time) at its the Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrowers' intent to prepay Base Rate Loans or and (By) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrowers' intent to prepay Eurodollar Loans, which notice (in each case) whether Initial Term Loans, Revolving Loans, Swingline Loans or one or more specified Tranches of Incremental Term Loans shall specify be prepaid, the amount of such prepayment and the Types of Loans to be prepaid andprepaid, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made and, in the case of prepayments of Term Loans, the application of such Eurodollar Loans were madeprepayments to the Scheduled Initial Term Loan Repayments of each Tranche being applied its ratable portion of such prepayment pursuant to succeeding clause (v), which notice the Administrative Agent shall promptly transmit to each of the Lenders;
; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least $1,000,000 (or $100,000 in the applicable Minimum Amount andcase of Swingline Loans), if greaterand thereafter, in integral multiples as set forth in the definition of Minimum Amount; $100,000, provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrowers shall have no force or effect; (iii) at the time of any prepayment of Eurodollar Loans pursuant to this Section 4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrowers (on a joint and several basis) shall pay the amounts required pursuant to Section 1.11; (iv) each prepayment pursuant to this Section 4.01(a) in respect of any Loans made by Lenders pursuant to a Borrowing shall be applied pro rata among all such Lenders' Loans comprising such Borrowing, provided that at the Borrowers' election in connection with any prepayment of Revolving Loans, such prepayment shall not be applied to the prepayment of Revolving Loans of a Defaulting Lender; and
(ivv) each voluntary prepayment of Term Loans pursuant to this Section 4.01 4.01(a) shall be applied pro rata to the then remaining Scheduled Repayments and Incremental Scheduled Repayments in each Tranche of Term Loans, with each such order as the Company shall specify Tranche of Term Loans to the Administrative Agent in writing at the time be allocated its Relevant Term Loan Percentage of such prepayment, repayment and if (vi) the Company fails amount of each voluntary prepayment of Term Loans made pursuant to so specify the application this Section 4.01(a) and applied (A) to a particular Tranche of such prepayment at the time of such prepayment, then such prepayment Term Loans as provided in preceding clause (v) shall be applied to reduce the then remaining Scheduled Term Loan Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon such Tranche as directed by the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, Borrowers in the event that, on or prior notice referred to the first anniversary of the Restatement Effective Date, the Company in preceding clause (x) makes any prepayment of Loans in connection with any Repricing Transactioni), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (IB) in the case of clause a Tranche of Incremental Term Loans, as otherwise provided in the Incremental Term Loan Commitment Agreement pursuant to which such Incremental Term Loans are made, or (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIC) in the case of clause any Tranche of Incremental Term Loans extended pursuant to more than one Incremental Term Loan Commitment Agreement, as may otherwise be provided in the first Incremental Term Loan Commitment Agreement executed and delivered with respect to such Tranche.
(yb) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 14.12(b), a payment equal the Borrowers may, upon five Business Days' prior written notice to 1% the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the aggregate principal amount of the applicable Loans outstanding immediately prior Lenders) repay all Loans, together with accrued and unpaid interest, Fees, and all other amounts owing to such amendment and that is prepaid Lender (or refinanced pursuant owing to such amendment Lender with respect to the incurrence of long-term bank debt financing.Tranche or Tranches which gave rise to the need to obtain such Lender's individual consent) in accordance with said Section 14.12
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower's intent to prepay Base Rate Loans or and (By) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its the Borrower's intent to prepay Eurodollar Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
Banks; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and$1,000,000, if greater, in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 3.01(a), such prepayment shall not be applied to any Revolving Loans of a Defaulting Bank; and
and (iv) each prepayment of Term Loans pursuant to this Section 4.01 3.01(a) shall be applied (1) first, to reduce in direct order of maturity the then remaining Scheduled Repayments that will be due and Incremental Scheduled Repayments in such order as payable (after giving effect to all prior reductions thereto) within 12 months following the Company shall specify to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application date of such prepayment at and (2) second, to the time of such prepaymentextent in excess thereof, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (pro rata based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in after giving effect to all prior reductions thereto.
(b) In the event thatof certain refusals by a Bank to consent to certain proposed changes, on waivers, discharges or prior terminations with respect to this Agreement which have been approved by the first anniversary of the Restatement Effective DateRequired Banks as provided in Section 12.12(b), the Company (x) makes any prepayment of Loans in connection with any Repricing TransactionBorrower may, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay upon five Business Days' prior written notice to the Administrative Agent, for Agent at the ratable account of Notice Office (which notice the Administrative Agent shall promptly transmit to each of the applicable LendersBanks) repay all Loans, without duplicationtogether with accrued and unpaid interest, Fees, and all other amounts owing to such Bank under this Agreement (Iincluding under Section 1.11) in accordance with said Section 12.12(b) so long as (A) in the case of clause the repayment of any Revolving Loans of any Bank pursuant to this Section 3.01(b) the Commitment of such Bank is terminated concurrently with such repayment pursuant to Section 2.02(b) (x), a prepayment premium of 1% of at which time Schedule I shall be deemed modified to reflect the principal amount of the Loans being prepaid changed Commitments) and (IIB) the consents required by Section 12.12(b) in connection with the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced repayment pursuant to such amendment with the incurrence of long-term bank debt financingthis Section 3.01(b) have been obtained.
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)penalty, in whole or in part at any time and from time to time on the following terms and conditions:
: (i) the Company Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its the Notice Office (Ax) at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (By) at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify the amount of such prepayment prepayment, whether Revolving Loan or Swingline Loans shall be prepaid and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific spec- ific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall shall, except in the case of Swingline Loans, promptly transmit to each of the Lenders;
Banks; (ii) each partial prepayment in respect of any Eurodollar Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least the applicable Minimum Amount and, if greater, in $5,000,000 and integral multiples as set forth of $1,000,000 in the definition excess thereof, each prepayment of Minimum Amount; Base Rate Loans (other than Swingline Loans) pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $2,000,000 and integral multiples of $500,000 in excess thereof, and each prepayment of Swingline Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $100,000, provided that no such voluntary if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable Minimum Amount;
thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 4.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and
(iv) each , provided that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01 4.01(a), such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank.
(b) In the then remaining Scheduled Repayments event of a refusal by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as (and Incremental Scheduled Repayments to the extent) provided in such order as Section 13.12(b), the Company shall specify Borrower may, upon five Business Days' prior written notice to the Administrative Agent in writing at the time Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks) repay all Revolving Loans of such prepaymentBank, together with accrued and unpaid interest, Fees and other amounts owing to such Bank in accor- dance with, and if subject to the Company fails to requirements of, said Section 13.12(b) so specify long as (A) the application Revolving Loan Commitment of such prepayment Bank is terminated concurrently with such repayment pursuant to Section 3.02(b) (at the which time of such prepayment, then such prepayment Schedule I shall be applied deemed modified to reduce reflect the then remaining Scheduled Repayments changed Revolving Loan Commitments) and Incremental Scheduled Repayments in direct order of maturity (based upon B) the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstandingconsents, in the event thatif any, on or prior to the first anniversary of the Restatement Effective Date, the Company (xrequired under Section 13.12(b) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of the repayment pursuant to this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid and (IIb) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financinghave been obtained.
Appears in 1 contract
Voluntary Prepayments. (a) The Company Borrower shall have the right to prepay the Loans, without premium or penalty (except for amounts owing under Section 2.11)as provided by law, in whole or in part at any time and from time to time on the following terms and conditions:
(i) the Company Borrower shall give the Administrative Agent Agent, prior to 10:00 AM (New York time) at its Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) Office, at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar such Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders;
(ii) each partial prepayment in respect of any Loans pursuant to this Section 4.01 shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the applicable Minimum Amount and, if greater, Administrative Agent in integral multiples as set forth in the definition of Minimum Amount; provided that no such voluntary partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Amountgiven case);
(iii) at the time of any prepayment of Loans pursuant to this Section 4.01 which occurs on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 2.10;
(iv) except as expressly provided in clause (v) below, each prepayment pursuant to this Section 4.01 in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among the Loans comprising such Loans; and
(iv) each Borrowing, provided that at the Borrower’s election in connection with any prepayment of Loans pursuant to this Section 4.01 4.01, such prepayment shall not, so long as no Event of Default then exists, be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full; and
(v) in the then remaining Scheduled Repayments event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and Incremental Scheduled Repayments to the extent) provided in such order as Section 11.13(b), the Company shall specify Borrower may, upon five Business Days’ prior written notice to the Administrative Agent in writing at the time of such prepayment, and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall be applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity Notice Office (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to which notice the Administrative Agent, for the ratable account of Agent shall promptly transmit to each of the applicable Lenders) repay all Loans, without duplicationtogether with accrued and unpaid interest, Fees, and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 11.13(b) so long as (I) in all Commitments of such Lender are terminated concurrently with such repayment pursuant to Section 4.02(d) (at which time Schedule I hereto shall be deemed modified to reflect the case of clause (x), a prepayment premium of 1% of the principal amount of the Loans being prepaid changed Commitments) and (II) the consents, if any, required under Section 11.13(b) in connection with the case of repayment pursuant to this clause (y), a payment equal to 1% of the aggregate principal amount of the applicable b) have been obtained.
(b) Loans outstanding immediately prior to such amendment and that is prepaid or refinanced pursuant to such amendment with the incurrence of long-term bank debt financingthis Section 4.01 may not be reborrowed.
Appears in 1 contract