Mandatory Reduction of Commitments. (a) The Total Commitment (and the A Term Loan Commitment, B Term Loan Commitment, and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on June 30, 1998 unless (i) all elements of the Transaction which are required pursuant to Section 5A to have been consummated on or prior to the Initial Borrowing Date shall have been consummated and (ii) the Initial Borrowing Date has occurred. (b) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on the A/RL Maturity Date. (c) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total A Term Loan Commitment (and the A Term Loan Commitment of each Bank) shall (i) be reduced on each date on which A Term Loans (other than A Term Loans incurred pursuant to Section 1.01(a)(ii)) are incurred (after giving effect to the making of A Term Loans on such date), in an amount equal to the aggregate principal amount of A Term Loans incurred on such date, (ii) terminate in its entirety on the Second A Term Loan Borrowing Date (after giving effect to the making of A Term Loans pursuant to Section 1.01(a)(i) on or prior to such date) and (iii) prior to the termination of the Total A Term Loan Commitment as provided above, be reduced from time to time to the extent required by Section 4.02. (d) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total B Term Loan Commitment (and the B Term Loan Commitment of each Bank) shall terminate in its entirety on the Initial Borrowing Date (after giving effect to the making of B Term Loans pursuant to Section 1.01(b)(i) on such date). (e) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total Additional Term Loan Commitment (and the Additional Term Loan Commitment (whether Additional A Term Loan Commitment or Additional B Term Loan Commitment) of each Bank) shall (i) be reduced on each date on which Additional Term Loans are incurred (after giving effect to the making of Additional Term Loans incurred on such date), in an amount equal to the aggregate principal amount of Additional Term Loans incurred on such date and (ii) terminate in its entirety on the Additional Loans Availability Termination Date (after giving effect to the making of Additional Term Loans on or prior to such date). Each mandatory commitment reduction required pursuant to this Section 3.03(e) shall be applied pro rata to the Total Additional A Term Loan Commitment (in an amount equal to the Additional A Term Loan Percentage) and the Total Additional B Term Loan Commitment (in an amount equal to the Additional B Term Loan Percentage). (f) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date after the Effective Date upon which a mandatory repayment of Term Loans (or a mandatory reduction to the Total Term Loan Commitment, as the case may be), pursuant to any of Sections 4.02(c) through 4.02(i), inclusive, is required (and exceeds in amount the aggregate principal amount of Term Loans then outstanding (or the Total Term Loan (g) Each reduction to the Total A Term Loan Commitment, Total B Term Loan Commitment, the Total Additional Term Loan Commitment and the Total Revolving Loan Commitment pursuant to this Section 3.03 (or pursuant to Section 4.02) shall be applied pro rata to reduce the A Term Loan Commitment, B Term Loan Commitment, the Additional Term Loan Commitment or the Revolving Loan Commitment, as the case may be, of each Bank with such a Commitment.
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Mandatory Reduction of Commitments. (a) The Total Commitment (and the A Term Loan Commitment, B Term Loan Commitment, Commitment and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on June 30July 7, 1998 1997 unless (i) all elements of the Transaction which are required pursuant to Section 5A to Third Restatement Effective Date shall have been consummated occurred on or prior to the Initial Borrowing Date shall have been consummated and (ii) the Initial Borrowing Date has occurredsuch date.
(b) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Revolving Total Term Loan Commitment (and the Revolving Term Loan Commitment of each Bank) shall (i) terminate in its entirety on the A/RL Maturity DateThird Restatement Effective Date (after giving effect to the making of the Term Loans on such date) and (ii) prior to the termination of the Total Term Loan Commitment as provided in clause (i) above, be reduced from time to time to the extent required by Section 4.02.
(c) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total A Term Revolving Loan Commitment (and the A Term Revolving Loan Commitment of each Bank) shall (i) be reduced on each date on which A Term Loans (other than A Term Loans incurred pursuant to Section 1.01(a)(ii)) are incurred (after giving effect to the making of A Term Loans on such date), in an amount equal to the aggregate principal amount of A Term Loans incurred on such date, (ii) terminate in its entirety on the Second A Term Revolving Loan Borrowing Date (after giving effect to the making of A Term Loans pursuant to Section 1.01(a)(i) on or prior to such date) and (iii) prior to the termination of the Total A Term Loan Commitment as provided above, be reduced from time to time to the extent required by Section 4.02Maturity Date.
(d) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date set forth below, the Total B Term Revolving Loan Commitment shall be permanently reduced by the amount set forth opposite such date (each such reduction, as same may be further reduced in accordance with Sections 3.02 and the B Term 3.03(f), a "Scheduled Commitment Reduction"): Scheduled Commitment Reduction Date Amount Last Business Day in September, 1999 $ 75,000,000 Last Business Day in September, 2000 $ 100,000,000 Revolving Loan Commitment of each Bank) shall terminate in its entirety on the Initial Borrowing Maturity Date (after giving effect to the making of B Term Loans pursuant to Section 1.01(b)(i) on such date).$ 300,000,000
(e) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total Additional Term Loan Commitment (and the Additional Term Loan Commitment (whether Additional A Term Loan Commitment or Additional B Term Loan Commitment) of each Bank) shall (i) be reduced on each date on which Additional Term Loans are incurred (after giving effect to the making of Additional Term Loans incurred on such date), in an amount equal to the aggregate principal amount of Additional Term Loans incurred on such date and (ii) terminate in its entirety on the Additional Loans Availability Termination Date (after giving effect to the making of Additional Term Loans on or prior to such date). Each mandatory commitment reduction required pursuant to this Section 3.03(e) shall be applied pro rata to the Total Additional A Term Loan Commitment (in an amount equal to the Additional A Term Loan Percentage) and the Total Additional B Term Loan Commitment (in an amount equal to the Additional B Term Loan Percentage).
(f) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date after the Third Restatement Effective Date upon which a mandatory repayment prepayment of Term Loans (or a mandatory reduction pursuant to the Total Term Loan Commitment, as the case may beSection 4.02(A)(b), pursuant to any of Sections 4.02(c(c) through 4.02(i), inclusive, or (d) is required (and exceeds in amount the aggregate principal amount of Term Loans then outstanding (outstanding) or the Total would be required if Term Loan
(g) Each reduction to the Total A Term Loan Commitment, Total B Term Loan CommitmentLoans were then outstanding, the Total Additional Term Revolving Loan Commitment and shall be permanently reduced by the amount, if any, by which the amount required to be applied pursuant to said Section (determined as if an unlimited amount of Term Loans were actually outstanding) exceeds the aggregate principal amount of Term Loans then outstanding.
(f) Any amount required to be applied to reduce the Total Revolving Loan Commitment pursuant to this Section 3.03 (or other than Scheduled Commitment Reductions pursuant to Section 4.023.03(d)) shall be applied pro rata to reduce the A Term Loan Commitment, B Term Loan Commitment, then remaining Scheduled Commitment Reductions on a pro rata basis (based upon the Additional Term then remaining principal amounts of Scheduled Commitment Reductions after giving effect to all prior reductions thereto).
(g) Each reduction to the Total Revolving Loan Commitment or pursuant to this Section 3.03 shall be applied proportionately to reduce the Revolving Loan Commitment, as the case may be, Commitment of each Bank with such a CommitmentBank.
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Sources: Credit Agreement (Furniture Brands International Inc)
Mandatory Reduction of Commitments. (a) The Total Commitment (and the A Term Loan Commitment, B Term Loan Commitment, and the Revolving Loan Commitment of each BankLender) shall terminate in its entirety on June 30January 31, 1998 2004, unless (i) all elements of the Transaction which are required pursuant to Section 5A to have been consummated on or prior to the Initial Borrowing Date shall have been consummated and (ii) the Initial Borrowing Date has occurredoccurred on or prior to such date.
(b) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Revolving Total Term Loan Commitment (and the Revolving Term Loan Commitment of each BankLender) shall terminate in its entirety on the A/RL Maturity DateInitial Borrowing Date (after giving effect to the incurrence of Term Loans on such date).
(c) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total A Term Revolving Loan Commitment (and the A Term Revolving Loan Commitment of each BankRL Lender) shall (i) be reduced on each date on which A Term Loans (other than A Term Loans incurred pursuant to Section 1.01(a)(ii)) are incurred (after giving effect to the making of A Term Loans on such date), in an amount equal to the aggregate principal amount of A Term Loans incurred on such date, (ii) terminate in its entirety on upon the Second A Term Loan Borrowing earlier of (i) the Final Maturity Date (after giving effect to the making of A Term Loans pursuant to Section 1.01(a)(i) on or prior to such date) and (iiiii) prior to unless the termination Required Lenders otherwise agree in writing, the date on which a Change of the Total A Term Loan Commitment as provided above, be reduced from time to time to the extent required by Section 4.02Control occurs.
(d) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total B Term Loan Credit-Linked Commitment (and the B Term Loan Credit-Linked Commitment of each BankCL Lender) shall terminate in its entirety on upon the Initial Borrowing Date (after giving effect earlier to the making occur of B Term Loans pursuant to Section 1.01(b)(i) on such date).
(e) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total Additional Term Loan Commitment (and the Additional Term Loan Commitment (whether Additional A Term Loan Commitment or Additional B Term Loan Commitment) of each Bank) shall (i) be reduced on each date on which Additional Term Loans are incurred (after giving effect to the making of Additional Term Loans incurred on such date), in an amount equal to the aggregate principal amount of Additional Term Loans incurred on such date Final Maturity Date and (ii) terminate unless the Required Lenders otherwise agree in its entirety writing, the date on which a Change of Control occurs. At the Additional Loans Availability Termination Date (after giving effect to the making time of Additional Term Loans on or prior to such date). Each mandatory commitment reduction required pursuant to this Section 3.03(e) shall be applied pro rata to any termination of the Total Additional A Term Loan Commitment (in an amount equal to the Additional A Term Loan Percentage) and the Total Additional B Term Loan Commitment (in an amount equal to the Additional B Term Loan Percentage).
(f) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date after the Effective Date upon which a mandatory repayment of Term Loans (or a mandatory reduction to the Total Term Loan Commitment, as the case may be), pursuant to any of Sections 4.02(c) through 4.02(i), inclusive, is required (and exceeds in amount the aggregate principal amount of Term Loans then outstanding (or the Total Term Loan
(g) Each reduction to the Total A Term Loan Commitment, Total B Term Loan Commitment, the Total Additional Term Loan Commitment and the Total Revolving Loan Credit-Linked Commitment pursuant to this Section 3.03 (3.03(d) or pursuant to Section 4.02) shall be applied pro rata to reduce the A Term Loan Commitment, B Term Loan Commitment10, the Additional Term Loan Commitment or Administrative Agent shall return to the Revolving Loan Commitment, as CL Lenders (ratably in accordance with their respective CL Percentages) their Credit-Linked Deposits (to the case may be, extent not theretofore applied pursuant to Section 2.04(c)(ii)) in an amount by which the aggregate amount of each Bank with the Credit-Linked Deposits at such a Commitmenttime exceeds the aggregate CL Letter of Credit Outstandings at such time.
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Mandatory Reduction of Commitments. (a) The Total Commitment (and the A Term Loan Commitment, B Term Loan Commitment, and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on June 30, 1998 unless (i) all elements of the Transaction which are required pursuant to Section 5A to have been consummated on or prior to the Initial Borrowing Date shall have been consummated and (ii) the Initial Borrowing Date has occurred.
(b) In addition to any other mandatory commitment reductions pursuant to this Section 3.034.03, the Revolving Loan Total Commitment (and the Revolving Loan Commitment of each BankLender) shall terminate in its entirety on the A/RL Maturity Date.
(b) On each Scheduled Commitment Reduction Date, the Total Commitment shall be automatically reduced by an aggregate principal amount as is set forth opposite each such Scheduled Commitment Reduction Date below (each such reduction, as the same may be reduced as provided in Section 4.03(j), a “Scheduled Commitment Reduction”): Scheduled Commitment Reduction Date Commitment Reduction Date January 1, 2010 $ 3,500,000 April 1, 2010 $ 3,500,000 July 1, 2010 $ 3,500,000 October 1, 2010 $ 3,500,000 January 1, 2011 $ 3,500,000 April 1, 2011 $ 3,500,000 July 1, 2011 $ 3,500,000 October 1, 2011 $ 3,500,000 The Maturity Date The amount required to reduce the Total Commitment to zero
(c) In addition to to, but without duplication of, any other mandatory repayments or commitment reductions required pursuant to this Section 3.034.03, on (i) the Business Day of any Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) involving a Mortgaged Vessel (other than a Designated Mortgaged Vessel) and (ii) the earlier of (A) the date which is 180 days following any Collateral Disposition constituting an Event of Loss involving a Mortgaged Vessel (other than a Designated Mortgaged Vessel) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Administrative Agent of the insurance proceeds relating to such Event of Loss, the Total A Term Loan Commitment shall be automatically reduced (and without further action of the A Term Loan Commitment of each BankBorrower being required) shall (i) be reduced on each date on which A Term Loans (other than A Term Loans incurred pursuant to Section 1.01(a)(ii)) are incurred (after giving effect to the making of A Term Loans on such date), in an amount equal to the aggregate principal amount Total Commitment multiplied by a fraction (A) the numerator of A Term Loans incurred on which is equal to the Appraised Value (as determined in accordance with the most recent appraisal report delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 9.01(h)) of the Mortgaged Vessel or Mortgaged Vessels which is or are the subject(s) of such dateCollateral Disposition (or which is/are owned by a Vessel Owning Subsidiary that is the subject of a Collateral Disposition, as the case may be) and (iiB) terminate the denominator of which is equal to the Mortgaged Vessel Value (such value to exclude the Designated Mortgaged Vessels), as determined in its entirety on accordance with the Second A Term Loan Borrowing Date most recent appraisal reports delivered to the Administrative Agent (after or obtained by the Administrative Agent) pursuant to Section 9.01(h) before giving effect to the making of A Term Loans pursuant to Section 1.01(a)(i) on or prior to such date) and (iii) prior to the termination of the Total A Term Loan Commitment as provided above, be reduced from time to time to the extent required by Section 4.02Collateral Disposition).
(d) In addition to to, but without duplication of, any other mandatory repayments or commitment reductions required pursuant to this Section 3.034.03, in the event of any Collateral Disposition involving a Designated Mortgaged Vessel, the Total B Term Loan Commitment shall be reduced by 50% (i) the Business Day of such Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the B Term Loan Commitment earlier of each Bank(A) shall terminate in the date which is 180 days following such Collateral Disposition if such Collateral Disposition constitutes an Event of Loss and (B) the date of receipt by the Borrower, any of its entirety on Subsidiaries or the Initial Borrowing Date (after giving effect Administrative Agent of the insurance proceeds relating to the making of B Term Loans pursuant to Section 1.01(b)(i) on such date)Collateral Disposition.
(e) In addition to to, but without duplication of, any other mandatory repayments or commitment reductions pursuant to this Section 3.03, the Total Additional Term Loan Commitment (and the Additional Term Loan Commitment (whether Additional A Term Loan Commitment or Additional B Term Loan Commitment) of each Bank) shall (i) be reduced on each date on which Additional Term Loans are incurred (after giving effect to the making of Additional Term Loans incurred on such date), in an amount equal to the aggregate principal amount of Additional Term Loans incurred on such date and (ii) terminate in its entirety on the Additional Loans Availability Termination Date (after giving effect to the making of Additional Term Loans on or prior to such date). Each mandatory commitment reduction required pursuant to this Section 3.03(e) 4.03, in the event that both the Designated Mortgaged Vessels have been subject to Collateral Dispositions, the Total Commitment shall be applied pro rata reduced to zero on (i) the Business Day of the last such Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 180 days following the last such Collateral Disposition if such Collateral Disposition constitutes an Event of Loss and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Administrative Agent of the insurance proceeds relating to the Total Additional A Term Loan Commitment (in last such Collateral Disposition which constitutes an amount equal to the Additional A Term Loan Percentage) and the Total Additional B Term Loan Commitment (in an amount equal to the Additional B Term Loan Percentage)Event of Loss.
(f) In addition to to, but without duplication of Section 4.03(c) or any other mandatory repayments or commitment reductions required pursuant to this Section 4.03, on the day that the Borrower or any Subsidiary of the Borrower consummates any single Asset Sale (other than the Asset Sale of a Designated Mortgaged Vessel) resulting in gross cash proceeds to the Borrower of $5,000,000 or more, the Total Commitment shall be reduced by an amount equal to 50% of the Net Cash Proceeds from such Asset Sale (the “Single Asset Sale Proceeds”); provided that if a mandatory commitment reduction shall be required to be made pursuant to both (i) Section 4.03(c) or (d) and (ii) this Section 4.03(f), then the Total Commitment shall be reduced by an amount equal to the greater of the amounts required to be used to reduce the Total Commitment under such Sections.
(g) In addition to, but without duplication of any other mandatory repayments or commitment reductions pursuant to this Section 3.034.03, on the day that the Borrower or any Subsidiary of the Borrower consummates two or more Eligible Asset Sales that result in gross cash proceeds to the Borrower in excess of $10,000,000 (the “Multiple Asset Sale Threshold”), the Total Commitment shall be reduced by an amount equal to 50% of the Net Cash Proceeds from such Eligible Asset Sales (the “Multiple Asset Sale Proceeds”); provided, however, that on each date after anniversary of the Third Amendment Effective Date upon which Date, $5,000,000 of Multiple Asset Sale Proceeds that have been received during the preceding 12 months shall be deducted from the cumulative total of Multiple Asset Sale Proceeds for the purposes of determining whether the Multiple Asset Sale Threshold is met; provided, further, that if a mandatory repayment of Term Loans commitment reduction shall be required to be made pursuant to both (i) Section 4.03(c) or a mandatory reduction (d) and (ii) this Section 4.03(g), then the Total Commitment shall be reduced by an amount equal to the greater of the amounts required to be used to reduce the Total Term Loan CommitmentCommitment under such Sections.
(h) In addition to, as the case may be), but without duplication of any other mandatory repayments or commitment reduction pursuant to this Section 4.03, no later than the later to occur of (i) the fifth Business Day following the day that the Borrower or any Subsidiary of Sections 4.02(cthe Borrower receives Net Cash Proceeds from the sale of the Northern Challenger, the Northern Clipper and/or the Northern Corona and (ii) through 4.02(i)the fifth Business Day following the Sixth Amendment Effective Date, inclusive, is required (and exceeds in amount the aggregate principal amount of Term Loans then outstanding (or the Total Term LoanCommitment shall be reduced by the amount required to reduce the Total Commitment to $25,000,000.
(gi) Each reduction to the Total A Term Loan Commitmentto, Total B Term Loan Commitmentor termination of, the Total Additional Term Loan Commitment and the Total Revolving Loan Commitment pursuant to this Section 3.03 (or pursuant to Section 4.02) 4.03 shall be applied pro rata to proportionately reduce the A Term Loan Commitment, B Term Loan Commitment, the Additional Term Loan Commitment or the Revolving Loan Commitmentterminate, as the case may be, the Revolving Loan Commitment of each Bank Lender.
(j) Each reduction to, or termination of, the Total Commitment pursuant to (x) Sections 4.02, 4.03(c), 4.03(d), 4.03(e), 4.03(f) or 4.03(g) hereof shall be applied to reduce future Scheduled Commitment Reductions on a pro rata basis (based on the then applicable amounts of such Scheduled Commitment Reductions) and (y) Section 4.03(b) hereof shall be applied to reduce future Scheduled Commitment Reductions in direct order of maturity.”.
12. Section 5.02(a) is hereby amended by adding the following text immediately following the final sentence of such clause: “The Borrower shall repay outstanding Revolving Loans or cash collateralize Letters of Credit with the Net Cash Proceeds from the Collateral Disposition of the Northern Challenger, the Northern Clipper and/or the Northern Corona in an amount equal to 100% of the Net Cash Proceeds of any such a CommitmentCollateral Disposition, which Net Cash Proceeds shall be applied on the later of (x) the fifth Business Day following the Sixth Amendment Effective Date and (y) the fifth Business Day following the date on which the Net Cash Proceeds are received. The Borrower shall repay outstanding Revolving Loans or cash collateralize Letters of Credit with (i) the Net Cash Proceeds received from Collateral Dispositions of Mortgaged Vessels, (ii) Single Asset Sale Proceeds and (iii) Multiple Asset Sale Proceeds, in each case on the first Business Day following receipt of such proceeds.”.
13. Section 9.14(a) is hereby amended in its entirety to read as follows:
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Mandatory Reduction of Commitments. (a) The Total Commitment (and the A Term Loan Commitment, B Term Loan Commitment, and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on June 30, 1998 unless (i) all elements of the Transaction which are required pursuant The Revolving Credit Commitments shall reduce automatically to Section 5A to have been consummated zero on or prior to the Initial Borrowing Date shall have been consummated and (ii) the Initial Borrowing Date has occurred.
(b) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Revolving Loan Credit Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on the A/RL Maturity Termination Date.
(cii) In addition The Term Loan Commitments shall reduce automatically (A) to the amount of the Term Loans outstanding at the close of the Agent's business on the Closing Date, (B) by $1,428,571.43 on the last day of each Fiscal Quarter, commencing February 27, 1997, (C) by the amount of any other mandatory commitment reductions pursuant prepayment not made with the proceeds of a Rollover Borrowing, and (D) to this Section 3.03, zero on the Total A earlier of the Term Loan Commitment (Termination Date and the A Revolving Credit Commitment Termination Date.
(iii) The Term Loan Commitments shall reduce by the amount by which the Net Proceeds received by the Borrower or any Subsidiary during any fiscal year from all asset dispositions (including condemnation proceeds, but excluding proceeds of asset dispositions permitted by clauses (x) and (y) to the proviso to Section 5.7) and from all sales of Stock of Subsidiaries, exceeds $100,000 (such excess amount, the "Excess Net Proceeds"). Such reduction shall occur on the date that financial statements are delivered by the Borrower pursuant to Section 6.1(c) and on each earlier date that the cumulative amount of such Excess Net Proceeds not yet applied to reduce the Term Loan Commitment shall exceed $100,000.
(iv) If Borrower issues any Capital Securities or any debt securities, other than in connection with the IPO, no later than the Business Day following the date of receipt of the proceeds thereof, the Term Loan Commitments shall reduce in an amount equal to 50% of the Net Proceeds of such issuance.
(v) Commencing with the delivery of the financial statements for fiscal year 1998 and continuing until the Termination Date for each Bankyear that the Leverage Ratio for such year as shown on such financial statement, is greater than 2.5:1, the Term Loan Commitments shall reduce on the earlier of the date which is ten (10) shall days after (iA) be reduced on each the date on which A Term Loans (other than A Term Loans incurred Borrower's annual audited Financial Statements for such Fiscal Year are delivered pursuant to Section 1.01(a)(ii)6.1(c) are incurred and (after giving effect B) the date on which such annual audited Financial Statements were required to the making of A Term Loans on such datebe delivered pursuant to Section 6.1(c), in an amount equal to 75% of Excess Cash Flow for such Fiscal Year. Each such prepayment shall be accompanied by a certificate signed by the aggregate principal amount of A Term Loans incurred on such date, (ii) terminate Borrower's chief financial officer certifying the manner in its entirety on the Second A Term Loan Borrowing Date (after giving effect to the making of A Term Loans pursuant to Section 1.01(a)(i) on or prior to such date) and (iii) prior to the termination of the Total A Term Loan Commitment as provided above, be reduced from time to time to the extent required by Section 4.02.
(d) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total B Term Loan Commitment (which Excess Cash Flow and the B Term Loan Commitment of each Bank) shall terminate in its entirety on the Initial Borrowing Date (after giving effect to the making of B Term Loans pursuant to Section 1.01(b)(i) on such date).
(e) In addition to any other mandatory commitment reductions pursuant to this Section 3.03resulting prepayment were calculated, the Total Additional Term Loan Commitment (and the Additional Term Loan Commitment (whether Additional A Term Loan Commitment or Additional B Term Loan Commitment) of each Bank) shall (i) be reduced on each date on which Additional Term Loans are incurred (after giving effect to the making of Additional Term Loans incurred on such date), in an amount equal to the aggregate principal amount of Additional Term Loans incurred on such date and (ii) terminate in its entirety on the Additional Loans Availability Termination Date (after giving effect to the making of Additional Term Loans on or prior to such date). Each mandatory commitment reduction required pursuant to this Section 3.03(e) certificate shall be applied pro rata in form and substance reasonably satisfactory to the Total Additional A Term Loan Commitment (in an amount equal to the Additional A Term Loan Percentage) and the Total Additional B Term Loan Commitment (in an amount equal to the Additional B Term Loan Percentage)Agent.
(f) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date after the Effective Date upon which a mandatory repayment of Term Loans (or a mandatory reduction to the Total Term Loan Commitment, as the case may be), pursuant to any of Sections 4.02(c) through 4.02(i), inclusive, is required (and exceeds in amount the aggregate principal amount of Term Loans then outstanding (or the Total Term Loan
(g) Each reduction to the Total A Term Loan Commitment, Total B Term Loan Commitment, the Total Additional Term Loan Commitment and the Total Revolving Loan Commitment pursuant to this Section 3.03 (or pursuant to Section 4.02) shall be applied pro rata to reduce the A Term Loan Commitment, B Term Loan Commitment, the Additional Term Loan Commitment or the Revolving Loan Commitment, as the case may be, of each Bank with such a Commitment.
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Mandatory Reduction of Commitments. (a) The In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total Commitment (and the A Term Loan Commitment, B Term Loan Commitment, and the Revolving Loan Commitment of each BankLender) shall terminate in its entirety on June 30, 1998 unless (i) all elements of the Transaction which are required pursuant to Section 5A to have been consummated on or prior to the Initial Borrowing Date shall have been consummated and (ii) the Initial Borrowing Date has occurredMaturity Date.
(b) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in its entirety commencing on the A/RL Maturity first Quarterly Payment Date to occur following the earlier of (x) the date that is three months after the first delivery of either of the Newbuilding Rigs and (y) December 31, 2011 (the “ Amortization Commencement Date”) and on each Quarterly Payment Date following the Amortization Commencement Date, the Total Commitment shall be reduced by $7,000,000 (plus $25,000 for each $1,000,000 of Incremental Commitments which become effective pursuant to Section 1.13) (each such reduction, a “Scheduled Commitment Reduction”).
(c) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on the date of any Collateral Disposition, the Total A Term Loan Commitment shall be permanently reduced by a percentage thereof, expressed as a fraction, equal to (and x) the A Term Loan Commitment of each Bankappraised value (as determined in accordance with the most recent appraisal report delivered to the Administrative Agent (or obtained by the Administrative Agent) shall (i) be reduced on each date on which A Term Loans (other than A Term Loans incurred pursuant to Section 1.01(a)(ii8.01(c)) of the Collateral Rig or Collateral Rigs which is/are incurred the subject of such Collateral Disposition divided by (after y) the Aggregate Collateral Rig Value (as determined by the sum of the appraisals set forth in the most recent appraisal report related to each respective Collateral Rig and delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 8.01(c) before giving effect to the making of A Term Loans on such dateCollateral Disposition), in an amount equal to the aggregate principal amount of A Term Loans incurred on such date, (ii) terminate in its entirety on the Second A Term Loan Borrowing Date (after giving effect to the making of A Term Loans pursuant to Section 1.01(a)(i) on or prior to such date) and (iii) prior to the termination of the Total A Term Loan Commitment as provided above, be reduced from time to time to the extent required by Section 4.02.
(d) In addition to any other mandatory commitment reductions pursuant to this Section 3.03Each reduction to, Scheduled Commitment Reduction of, or termination of, the Total B Term Loan Commitment (and the B Term Loan Commitment of each Bank) shall terminate in its entirety on the Initial Borrowing Date (after giving effect to the making of B Term Loans pursuant to Section 1.01(b)(i) on such date).
(e) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total Additional Term Loan Commitment (and the Additional Term Loan Commitment (whether Additional A Term Loan Commitment or Additional B Term Loan Commitment) of each Bank) shall (i) be reduced on each date on which Additional Term Loans are incurred (after giving effect to the making of Additional Term Loans incurred on such date), in an amount equal to the aggregate principal amount of Additional Term Loans incurred on such date and (ii) terminate in its entirety on the Additional Loans Availability Termination Date (after giving effect to the making of Additional Term Loans on or prior to such date). Each mandatory commitment reduction required pursuant to this Section 3.03(e) shall be applied pro rata to the Total Additional A Term Loan Commitment (in an amount equal to the Additional A Term Loan Percentage) and the Total Additional B Term Loan Commitment (in an amount equal to the Additional B Term Loan Percentage).
(f) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date after the Effective Date upon which a mandatory repayment of Term Loans (or a mandatory reduction to the Total Term Loan Commitment, as the case may be), pursuant to any of Sections 4.02(c) through 4.02(i), inclusive, is required (and exceeds in amount the aggregate principal amount of Term Loans then outstanding (or the Total Term Loan
(g) Each reduction to the Total A Term Loan Commitment, Total B Term Loan Commitment, the Total Additional Term Loan Commitment and the Total Revolving Loan Commitment pursuant to this Section 3.03 (or pursuant to Section 4.02) shall be applied pro rata to proportionately reduce the A Term Loan Commitment, B Term Loan Commitment, the Additional Term Loan Commitment or the Revolving Loan Commitmentterminate, as the case may be, the Commitment of each Bank with such a CommitmentLender.
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Mandatory Reduction of Commitments. (a) The Total Tranche C Term Loan Commitment (and the A Tranche C Term Loan Commitment, B Term Loan Commitment, and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on June 30October 15, 1998 and the First Amended and Restated Credit Agreement shall continue in effect unless (i) all elements of the Transaction which are required pursuant to Section 5A to have been consummated Second Restatement Effective Date has occurred on or prior to the Initial Borrowing Date shall have been consummated and (ii) the Initial Borrowing Date has occurredbefore such date.
(b) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Revolving Total Tranche C Term Loan Commitment (and the Revolving Tranche C Term Loan Commitment of each Bank) shall (i) be reduced on each date on which Tranche C Term Loans are incurred (after giving effect to the making of Tranche C Term Loans on such date) in an amount equal to the aggregate principal amount of Tranche C Term Loans incurred on such date, (ii) terminate in its entirety (to the extent not theretofore terminated) on the A/RL Maturity DateTranche C Term Loan Commitment Termination Date (after giving effect to any incurrences of Tranche C Term Loans on such date) and (iii) prior to the termination of the Total Tranche C Term Loan Commitment as provided in clauses (i) and (ii) above, be reduced from time to time to the extent required by Section 4.02.
(c) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total A Term Revolving Loan Commitment (and the A Term Loan Commitment of each Bank) shall (i) be permanently reduced on each date on which A Term Loans set forth below (other than A Term Loans incurred pursuant to Section 1.01(a)(ii)) are incurred (after giving effect to the making of A Term Loans on such dateeach, a "Scheduled Commitment Reduction Date"), in an by the amount equal to the aggregate principal amount of A Term Loans incurred on set forth opposite such date, (ii) terminate in its entirety on the Second A Term Loan Borrowing Scheduled Commitment Reduction Date (after giving effect to the making of A Term Loans pursuant to Section 1.01(a)(i) on or prior to each such date) and (iii) prior to the termination of the Total A Term Loan Commitment as provided above, be reduced from time to time to the extent required by Section 4.02.
(d) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total B Term Loan Commitment (and the B Term Loan Commitment of each Bank) shall terminate in its entirety on the Initial Borrowing Date (after giving effect to the making of B Term Loans pursuant to Section 1.01(b)(i) on such date).
(e) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total Additional Term Loan Commitment (and the Additional Term Loan Commitment (whether Additional A Term Loan Commitment or Additional B Term Loan Commitment) of each Bank) shall (i) be reduced on each date on which Additional Term Loans are incurred (after giving effect to the making of Additional Term Loans incurred on such date), in an amount equal to the aggregate principal amount of Additional Term Loans incurred on such date and (ii) terminate in its entirety on the Additional Loans Availability Termination Date (after giving effect to the making of Additional Term Loans on or prior to such date). Each mandatory commitment reduction required pursuant to this Section 3.03(e) shall be applied pro rata to the Total Additional A Term Loan Commitment (in an amount equal to the Additional A Term Loan Percentage) and the Total Additional B Term Loan Commitment (in an amount equal to the Additional B Term Loan Percentage).
(f) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date after the Effective Date upon which a mandatory repayment of Term Loans (or a mandatory reduction to the Total Term Loan Commitmentreduction, as the case same may bebe reduced as provided in Sections 3.02 and 3.03(f), pursuant to any of Sections 4.02(c) through 4.02(i), inclusive, is required (and exceeds in amount the aggregate principal amount of Term Loans then outstanding (or the Total Term Loan
(g) Each reduction to the Total A Term Loan Commitment, Total B Term Loan Commitment, the Total Additional Term Loan a "Scheduled Commitment and the Total Revolving Loan Commitment pursuant to this Section 3.03 (or pursuant to Section 4.02) shall be applied pro rata to reduce the A Term Loan Commitment, B Term Loan Commitment, the Additional Term Loan Commitment or the Revolving Loan Commitment, as the case may be, of each Bank with such a Commitment.Reduction"):
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Mandatory Reduction of Commitments. (i) On the first day of each calendar month set forth in the column labeled “Period Beginning” on Schedule III attached hereto, the Commitment Amount shall be reduced to the amount set forth opposite such date under the column heading “Initial Maximum Commitment Amount,” subject to the adjustment of such amount as described in Section 3.03(d).
(a) The Total If the Borrower’s Consolidated Net Worth as of the fifth anniversary of the Financial Cutoff Date is less than the sum of (a) the Base Consolidated Net Worth plus (b) the Supplemental Consolidated Net Worth Amount as of the Initial Supplemental Calculation Date, then the Commitment (and the A Term Loan Commitment, B Term Loan CommitmentAmount shall be reduced to $750,000,000, and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on June 30, 1998 unless (i) all elements of the Transaction which are required be amortized pursuant to Section 5A to have been consummated on or prior to the Initial Borrowing Date shall have been consummated and (ii) the Initial Borrowing Date has occurred3.03(d).
(b) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Revolving Loan Commitment (and the Revolving Loan The Commitment of each Bank) the Lender to make a Loan shall terminate in its entirety on the A/RL Maturity Commitment Termination Date.
(c) In addition With respect to any other mandatory commitment reductions pursuant to this Section 3.03, reduction of the Total A Term Loan Commitment (and the A Term Loan Commitment of each Bank) shall (i) be reduced on each date on which A Term Loans (other than A Term Loans incurred Amount pursuant to Section 1.01(a)(ii3.02 or Section 3.03(b) (the Commitment Amount after such reduction being referred to as the “Reduced Commitment Amount”)) are incurred (after giving effect , the “Initial Maximum Commitment Amount” as shown on Schedule III for each calendar month subsequent to the making of A Term Loans on calendar month in which such date), in reduction occurred shall be deemed to be reduced to an amount equal to the aggregate principal amount product of A Term Loans incurred (i) the Initial Maximum Commitment shown on Schedule III for such date, subsequent calendar month times (ii) terminate in its entirety on the Second A Term Loan Borrowing Date (after giving effect to the making of A Term Loans pursuant to Section 1.01(a)(i) on or prior to such date) and (iii) prior to the termination of the Total A Term Loan Commitment as provided above, be reduced from time to time to the extent required by Section 4.02.
(d) In addition to any other mandatory commitment reductions pursuant to this Section 3.03a fraction, the Total B Term Loan numerator of which is the Reduced Commitment (Amount and the B Term Loan denominator of which is the “Initial Maximum Commitment of each Bank) shall terminate Amount” shown on Schedule III opposite the calendar month in its entirety on the Initial Borrowing Date (after giving effect to the making of B Term Loans pursuant to Section 1.01(b)(i) on which such date).
(e) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total Additional Term Loan Commitment (and the Additional Term Loan Commitment (whether Additional A Term Loan Commitment or Additional B Term Loan Commitment) of each Bank) shall (i) be reduced on each date on which Additional Term Loans are incurred (after giving effect to the making of Additional Term Loans incurred on such date), in an amount equal to the aggregate principal amount of Additional Term Loans incurred on such date and (ii) terminate in its entirety on the Additional Loans Availability Termination Date (after giving effect to the making of Additional Term Loans on or prior to such date)reduction occurred. Each mandatory commitment reduction required pursuant to this Section 3.03(e) shall be applied pro rata to the Total Additional A Term Loan Commitment (in an amount equal to the Additional A Term Loan Percentage) and the Total Additional B Term Loan Commitment (in an amount equal to the Additional B Term Loan Percentage).
(f) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date after the Effective Date upon which a mandatory repayment of Term Loans (or a mandatory reduction to the Total Term Loan Commitment, as the case may be), pursuant to any of Sections 4.02(c) through 4.02(i), inclusive, is required (and exceeds in amount the aggregate principal amount of Term Loans then outstanding (or the Total Term Loan
(g) Each reduction to the Total A Term Loan Commitment, Total B Term Loan Commitment, the Total Additional Term Loan Commitment and the Total Revolving Loan Commitment pursuant to this Section 3.03 (or pursuant to Section 4.02) shall be applied pro rata to reduce the A Term Loan Commitment, B Term Loan Commitment, the Additional Term Loan Commitment or the Revolving Loan Commitment, as the case may be, of each Bank with such a Commitment.40208508 08131835 15
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Sources: Strip Coverage Liquidity and Security Agreement (Assured Guaranty LTD)
Mandatory Reduction of Commitments. (ai) The Total Commitment (aggregate RC Commitments shall be automatically and permanently reduced, in equal semi-annual amounts within each of the A Term Loan Commitmentyears set forth below, B Term Loan Commitmenton the last day of June and December in each of the years 1999 through and including 2004, and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on commencing with June 30, 1998 unless (i) all elements of the Transaction which are required pursuant to Section 5A to have been consummated on or prior to the Initial Borrowing Date shall have been consummated 1999 and (ii) the Initial Borrowing Date has occurred.
(b) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in its entirety ending on the A/RL Maturity Date.
(c) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total A Term Loan Commitment (and the A Term Loan Commitment of each Bank) shall (i) be reduced on each date on which A Term Loans (other than A Term Loans incurred pursuant to Section 1.01(a)(ii)) are incurred (after giving effect to the making of A Term Loans on such date), in an amount equal to the amount set forth below for the appropriate year, except that, in any event, the final reduction shall be in an amount such that the aggregate principal amount RC Commitments shall be reduced to zero on the Maturity Date. Amount of A Term Loans incurred on such date, Each Semi-Annual Reduction of YEAR RC COMMITMENTS ---- ---------------- 1999 $15,000,000 2000 60,000,000 2001 60,000,000 2002 60,000,000 2003 60,000,000 2004 45,000,000
(ii) terminate The aggregate Incremental Commitments shall be automatically and permanently reduced, in its entirety equal semi-annual amounts within each of the years 2001, 2002, 2003 and 2004, on the Second A Term Loan Borrowing Date (after giving effect to the making last day of A Term Loans pursuant to Section 1.01(a)(i) on or prior to June and December in each of such date) years, commencing with June 30, 2001 and (iii) prior to the termination of the Total A Term Loan Commitment as provided above, be reduced from time to time to the extent required by Section 4.02.
(d) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total B Term Loan Commitment (and the B Term Loan Commitment of each Bank) shall terminate in its entirety ending on the Initial Borrowing Date (after giving effect to the making of B Term Loans pursuant to Section 1.01(b)(i) on such date).
(e) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total Additional Term Loan Commitment (and the Additional Term Loan Commitment (whether Additional A Term Loan Commitment or Additional B Term Loan Commitment) of each Bank) shall (i) be reduced on each date on which Additional Term Loans are incurred (after giving effect to the making of Additional Term Loans incurred on such date)Maturity Date, in an amount equal to to, in the case of each such reduction, one-eighth of the aggregate principal Incremental Commitments on December 31, 1998, except that, in any event, the final reduction shall be in an amount such that the Incremental Commitment shall be reduced to zero on the Maturity Date.
(iii) The aggregate Commitments shall be automatically and permanently reduced at the time of Additional Term each mandatory prepayment required to be made (or, if no Loans incurred on such date are outstanding, that would have been required to be made) pursuant to Section 1.05(b)(i) and (ii) terminate in its entirety on the Additional Loans Availability Termination Date (after giving effect to the making of Additional Term Loans on or prior to such date). Each mandatory commitment reduction required pursuant to this Section 3.03(e) shall be applied pro rata to the Total Additional A Term Loan Commitment (in an amount equal to (A) in the Additional A Term Loan Percentagecase of Section 1.05(b)(i), the amount of the applicable Net Cash Proceeds and (B) and in the Total Additional B Term Loan Commitment (in an case of Section 1.05(b)(ii), the amount equal to of the Additional B Term Loan Percentage).
(f) In addition to any other mandatory commitment reductions applicable amounts received. Each such reduction pursuant to this Section 3.03, on each date after the Effective Date upon which a mandatory repayment of Term Loans (or a mandatory reduction to the Total Term Loan Commitment, as the case may be), pursuant to any of Sections 4.02(c) through 4.02(i), inclusive, is required (and exceeds in amount the aggregate principal amount of Term Loans then outstanding (or the Total Term Loan
(g) Each reduction to the Total A Term Loan Commitment, Total B Term Loan Commitment, the Total Additional Term Loan Commitment and the Total Revolving Loan Commitment pursuant to this Section 3.03 (or pursuant to Section 4.021.07(b)(iii) shall be applied apportioned between the RC Commitments and the Incremental Commitments on a pro rata to reduce the A Term Loan Commitment, B Term Loan Commitment, the Additional Term Loan Commitment or the Revolving Loan Commitmentbasis and, as so apportioned, shall be applied to each of the case may be, of each Bank with such remaining scheduled reductions pursuant to Sections 1.07(b)(i) and (ii) on a Commitmentpro rata basis.
Appears in 1 contract
Mandatory Reduction of Commitments. (a) The Total Commitment (and the A Term Loan Commitment, B Term Loan Commitment, and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on June 30, 1998 unless (i) all elements of the Transaction which are required pursuant to Section 5A to have been consummated on or prior to the Initial Borrowing Date shall have been consummated and (ii) the Initial Borrowing Date has occurred.
(b) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Revolving Loan Commitment (and the Revolving Loan Commitment of each BankLender) shall terminate in its entirety on the A/RL Maturity Date, after giving effect to all Borrowings of Loans on such date.
(b) On each Scheduled Commitment Reduction Date, the Total Commitment shall be automatically reduced by an aggregate principal amount as is set forth opposite each such Scheduled Commitment Reduction Date below (each such reduction, as the same may be reduced as provided in Section 4.03(f), a “Scheduled Commitment Reduction”): Scheduled Commitment Reduction Date Reduction Date 1 January 1, 2010 $ 3,300,000 2 April 1, 2010 $ 3,300,000 3 July 1, 2010 $ 3,300,000 4 October 1, 2010 $ 3,300,000 5 January 1, 2011 $ 3,300,000 6 April 1, 2011 $ 3,300,000 7 July 1, 2011 $ 3,300,000 8 October 1, 2011 $ 3,300,000 9 The Maturity Date The amount required to reduce the Total Commitments to zero
(c) In addition to to, but without duplication of, any other mandatory commitment reductions required pursuant to this Section 3.034.03, on any date that the Borrower is required to make an Excess Proceeds Offer pursuant to, and as defined in, Section 4.11 of the Senior Notes Indenture (as in effect on the Effective Date and without giving effect to any amendment, modification, supplement or waiver thereto), the Total A Term Loan Commitment (and the A Term Loan Commitment of each Bank) shall (i) be permanently reduced on each date on which A Term Loans (other than A Term Loans incurred pursuant to Section 1.01(a)(ii)) are incurred (after giving effect to the making of A Term Loans on such date), in by an amount equal to the entire accumulated amount of Excess Proceeds (as defined in the Senior Notes Indenture as so in effect) with respect to such Excess Proceeds Offer multiplied by a percentage thereof, expressed as a fraction, the numerator of which is the Total Commitment and the denominator of which is the sum of the Total Commitment and the aggregate principal amount of A Term Loans incurred on such date, (ii) terminate in its entirety on the Second A Term Loan Borrowing Date (after giving effect to the making of A Term Loans pursuant to Section 1.01(a)(i) on or prior to such date) and (iii) prior to the termination of the Total A Term Loan Commitment as provided above, be reduced from time to time to the extent required by Section 4.02Senior Notes.
(d) In addition to to, but without any duplication of, any other mandatory commitment reductions pursuant to this Section 3.03, the Total B Term Loan Commitment (and the B Term Loan Commitment of each Bank) shall terminate in its entirety on the Initial Borrowing Date (after giving effect to the making of B Term Loans pursuant to Section 1.01(b)(i) on such date).
(e) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total Additional Term Loan Commitment (and the Additional Term Loan Commitment (whether Additional A Term Loan Commitment or Additional B Term Loan Commitment) of each Bank) shall (i) be reduced on each date on which Additional Term Loans are incurred (after giving effect to the making of Additional Term Loans incurred on such date), in an amount equal to the aggregate principal amount of Additional Term Loans incurred on such date and (ii) terminate in its entirety on the Additional Loans Availability Termination Date (after giving effect to the making of Additional Term Loans on or prior to such date). Each mandatory commitment reduction required pursuant to this Section 3.03(e) shall be applied pro rata to the Total Additional A Term Loan Commitment (in an amount equal to the Additional A Term Loan Percentage) and the Total Additional B Term Loan Commitment (in an amount equal to the Additional B Term Loan Percentage).
(f) In addition to any other mandatory commitment reductions pursuant to this Section 3.034.03, on each any date after on which there is a voluntary redemption, repurchase of or offer to redeem Senior Notes (including, without limitation, any redemption contemplated by Section 4.10 and Section 4.24 of the Effective Date upon which a mandatory repayment of Term Loans (or a mandatory reduction to the Total Term Loan Commitment, as the case may beSenior Notes Indenture), pursuant to any of Sections 4.02(c) through 4.02(i), inclusive, is required (and exceeds in amount the aggregate principal amount of Term Loans then outstanding (or the Total Term Loan
(g) Each reduction to the Total A Term Loan Commitment, Total B Term Loan Commitment, the Total Additional Term Loan Commitment and the Total Revolving Loan Commitment pursuant to this Section 3.03 (or pursuant to Section 4.02) shall be applied pro rata to reduce permanently reduced on the A Term Loan Commitment, B Term Loan Commitment, the Additional Term Loan Commitment date of such redemption or repurchase or the Revolving Loan Commitmentinitiation of such offer, as the case may be, by an amount equal to the Total Commitment, multiplied by a percentage thereof, expressed as a fraction, the numerator of which is the aggregate principal amount of Senior Notes being redeemed or being offered to be redeemed, and the denominator of which is the aggregate principal amount of Senior Notes outstanding at such time and before giving effect to such redemption, repurchase or offer, as the case may be. If the Total Commitment is permanently reduced pursuant to this Section 4.03(d) in connection with any offer to redeem Senior Notes, no further reduction shall be required upon the redemption of Senior Notes pursuant to such offer.
(e) In addition to, but without duplication of, any commitment reductions required pursuant to this Section 4.03, on any date that a Collateral is released pursuant to Section 3.1(a)(7) of the Collateral Agency and Intercreditor Agreement, the Total Commitment shall be permanently reduced on the date of such release by an amount equal to the Working Capital Pro Rata Share Percentage of the fair market value (as determined in good faith by the Borrower) of the Collateral being released.
(f) Each reduction to, or termination of, the Total Commitment pursuant to Sections 4.02, 4.03(c), 4.03(d) or 4.03(e) shall be applied to reduce future Scheduled Commitment Reductions on a pro rata basis (based upon the then applicable amounts of such Scheduled Commitment Reductions).
(g) Each reduction to, or termination of, the Total Commitment pursuant to this Section 4.03 shall be applied to proportionately reduce or terminate, as the case may be, the Revolving Loan Commitment of each Bank with such a CommitmentLender.
Appears in 1 contract
Mandatory Reduction of Commitments. (a) The Total Commitment (and the A Term Loan Commitment, B Term Loan Commitment, and the Revolving Loan Commitment of each BankLender) shall terminate in its entirety on June April 30, 1998 unless (i) all elements of the Transaction which are required pursuant to Section 5A to have been consummated on or prior to the Initial Borrowing Date shall have been consummated and (ii) 2006 if the Initial Borrowing Date has occurrednot occurred on or prior to such date.
(b) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Revolving Loan Total Commitment (and the Revolving Loan Commitment of each BankLender) shall terminate in its entirety on the A/RL Final Maturity Date.
(c) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total A Term Loan Commitment (and the A Term Loan Commitment of each Bank) shall (i) be reduced on each date on which A Term Loans (other than A Term Loans incurred pursuant to Section 1.01(a)(ii)) are incurred (after giving effect to the making of A Term Loans on such date), in an amount equal to the aggregate principal amount of A Term Loans incurred on such date, (ii) terminate in its entirety on the Second A Term Loan Borrowing Date (after giving effect to the making of A Term Loans pursuant to Section 1.01(a)(i) on repayments or prior to such date) and (iii) prior to the termination of the Total A Term Loan Commitment as provided above, be reduced from time to time to the extent required by Section 4.02.
(d) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total B Term Loan Commitment (and the B Term Loan Commitment of each Bank) shall terminate in its entirety on the Initial Borrowing Date (after giving effect to the making of B Term Loans pursuant to Section 1.01(b)(i) on such date).
(e) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total Additional Term Loan Commitment (and the Additional Term Loan Commitment (whether Additional A Term Loan Commitment or Additional B Term Loan Commitment) of each Bank) shall (i) be reduced on each date on which Additional Term Loans are incurred (after giving effect to the making of Additional Term Loans incurred on such date), in an amount equal to the aggregate principal amount of Additional Term Loans incurred on such date and (ii) terminate in its entirety on the Additional Loans Availability Termination Date (after giving effect to the making of Additional Term Loans on or prior to such date). Each mandatory commitment reduction required pursuant to this Section 3.03(e) shall be applied pro rata to the Total Additional A Term Loan Commitment (in an amount equal to the Additional A Term Loan Percentage) and the Total Additional B Term Loan Commitment (in an amount equal to the Additional B Term Loan Percentage).
(f) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date after the Effective Date upon which set forth below (each a mandatory repayment of Term Loans (or a mandatory reduction to “Scheduled Commitment Reduction Date”), the Total Term Loan CommitmentCommitment as then in effect shall be reduced by the amount set forth opposite such Scheduled Commitment Reduction Date in the table below (each such reduction, as the case same may be)be reduced as provided in Sections 3.02, pursuant to any of Sections 4.02(ca “Scheduled Commitment Reduction”): February 9, 2011 $ 150,000,000 February 9, 2012 $ 150,000,000
(d) through 4.02(i)Unless the Majority Lenders otherwise agree, inclusive, is required the Total Commitment (and exceeds the Commitment of each Lender) shall terminate in amount its entirety on the aggregate principal amount 60th day following the occurrence of Term Loans then outstanding (or the Total Term Loana Change of Control.
(ge) Each reduction to the Total A Term Loan Commitment, Total B Term Loan Commitment, the Total Additional Term Loan Commitment and the Total Revolving Loan Commitment pursuant to this Section 3.03 (or pursuant to and Section 4.02) 4.02 shall be applied pro rata proportionately to reduce the A Term Loan Commitment, B Term Loan CommitmentCommitment of each Lender.
(f) Upon any termination or reduction of commitments pursuant to this Section 3.03, the Additional Term Loan Commitment or Borrowers shall be required to take the Revolving Loan Commitment, as the case may be, of each Bank with such a Commitmentactions specified in Section 4.02(a).
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Mandatory Reduction of Commitments. (a) The Total Commitment (and the A Term Loan Commitment, B Term Loan Commitment, and the Revolving Loan Commitment of each BankLender) shall terminate in its entirety on June 30September 15, 1998 1999 unless (i) all elements of the Transaction which are required pursuant to Section 5A to have been consummated Effective Date has occurred on or prior to the Initial Borrowing Date shall have been consummated and (ii) the Initial Borrowing Date has occurredbefore such date.
(b) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, but subject to reduction as provided in clause (i) of the Revolving Loan proviso set forth in Section 3.02(a) and as provided in clauses (c) and (d) of this Section 3.03, on each date set forth below, the Total Commitment shall be permanently reduced by the amount set forth opposite each such date below (and the Revolving Loan each reduction required by this Section 3.03(b), a "Scheduled Commitment of each Bank) shall terminate in its entirety on the A/RL Maturity Date.Reduction"): Date Amount ---- ------ August 3, 2001 $100,000,000 August 3, 2002 $100,000,000
(c) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on October 15, 1999 (or such earlier date, if any, on which the Borrower has notified the Agents in writing that the Borrower is no longer pursuing the DPRC Acquisition), the Total A Term Loan Commitment (and shall be permanently reduced by $470,000,000 unless the A Term Loan Commitment of each Bank) shall (i) be reduced on each date on which A Term Loans (other than A Term Loans incurred pursuant to Section 1.01(a)(ii)) are incurred (after giving effect to the making of A Term Loans on DPRC Acquisition Date has occurred by such date), in an amount equal to the aggregate principal amount of A Term Loans incurred on such date, (ii) terminate in its entirety on the Second A Term Loan Borrowing Date (after giving effect to the making of A Term Loans pursuant to Section 1.01(a)(i) on or prior to such date) and (iii) prior to the termination of the Total A Term Loan Commitment as provided above, be reduced from time to time to the extent required by Section 4.02.
(d) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date on which the Total B Term Loan Commitment (and the B Term Loan Commitment of each Bank) shall terminate in its entirety on the Initial Borrowing Date (after giving effect to the making of B Term Loans Borrower incurs any Indebtedness pursuant to Section 1.01(b)(i) on such date9.04(xiii), the Total Commitment shall be permanently reduced by an amount equal to 50% of the cash proceeds received from the respective incurrence of Indebtedness (net of underwriting discounts and commissions and other reasonable costs associated therewith).
(e) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on the Total Additional Term Loan Commitment (and the Additional Term Loan Commitment (whether Additional A Term Loan Commitment or Additional B Term Loan Commitment) of each Bank) shall (i) be reduced on each date on which Additional Term Loans are incurred (after giving effect the Borrower consummates a Sale-Leaseback Transaction with respect to the making Farmington Hills Property and on the 180th day following the consummation of Additional Term Loans incurred on such dateeach other Sale-Leaseback Transaction pursuant to Section 9.02 (except for temporary leases for a term, including any renewal thereof, of not more than one year and except for leases between the Borrower and one or more Subsidiaries of the Borrower or between Subsidiaries of the Borrower), in the Total Commitment shall be permanently reduced by an amount equal to the aggregate principal amount Value of Additional Term Loans incurred on each such date and (ii) terminate Sale-Leaseback Transaction, provided that in its entirety on the Additional Loans Availability Termination Date (after giving effect case of a Sale-Leaseback Transaction other than with respect to the making of Additional Term Loans on or prior Farmington Hills Property, the Total Commitment only shall be reduced to the extent, but only to the extent, that such date). Each mandatory commitment amount has not otherwise been reinvested within such 180-day period and/or used to effect a permanent reduction required in the Total Commitment pursuant to this Section 3.03(e3.02(a) shall be applied pro rata to the Total Additional A Term Loan Commitment (as provided in an amount equal to the Additional A Term Loan Percentage) and the Total Additional B Term Loan Commitment (in an amount equal to the Additional B Term Loan Percentage)Section 9.02.
(f) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date after the Effective Date upon which a mandatory repayment of Term Loans (or a mandatory reduction to the Total Term Loan Commitment, as the case may be), pursuant to any of Sections 4.02(c) through 4.02(i), inclusive, is required Commitment (and exceeds the Commitment of each Lender) shall terminate in amount its entirety on the aggregate principal amount of Term Loans then outstanding (or the Total Term LoanFinal Maturity Date.
(g) Each reduction to the Total A Term Loan CommitmentCommitment pursuant to clauses (c), Total B Term Loan Commitment(d) and (e) of this Section 3.03 shall be applied to reduce the then remaining Scheduled Commitment Reductions on a pro rata basis (based upon the amount of each such remaining Scheduled Commitment Reduction after giving effect to all prior reductions thereto). In addition, each reduction to the Total Additional Term Loan Commitment and the Total Revolving Loan Commitment pursuant to this Section 3.03 (or pursuant to Section 4.02) shall be applied pro rata proportionately to permanently reduce the A Term Loan Commitment, B Term Loan Commitment, the Additional Term Loan Commitment or the Revolving Loan Commitment, as the case may be, of each Bank with such a CommitmentLender.
Appears in 1 contract
Mandatory Reduction of Commitments. (a) The Total Commitment (and the A Term Loan Commitment, B Term Loan Commitment, and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on June 30, 1998 the Expiry Date unless (i) all elements of the Transaction which are required terminated earlier pursuant to Section 5A to have been consummated on or prior to the Initial Borrowing Date shall have been consummated and (ii) the Initial Borrowing Date has occurred3.02.
(b) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Revolving Loan Total Commitment shall be permanently reduced (and to the Revolving Loan Commitment extent not otherwise previously reduced) on each date set forth below to the amount set forth opposite such date (each a "Scheduled Reduction"): Date of each Bank) shall terminate in its entirety on the A/RL Maturity Date.Reduction Amount ----------------- ------ December 31, 1994 $575,000,000 December 31, 1995 $550,000,000 December 31, 1996 $525,000,000 December 31, 1997 $500,000,000 December 31, 1998 $475,000,000
(c) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total A Term Loan Commitment (and the A Term Loan Commitment of each Bank) shall (i) be reduced on each date on which A Term Loans (other than A Term Loans incurred pursuant to Section 1.01(a)(ii)) are incurred (after giving effect to the making of A Term Loans on such date), in an amount equal to the aggregate principal amount of A Term Loans incurred on such date, (ii) terminate in its entirety on the Second A Term Loan Borrowing Date (after giving effect to the making of A Term Loans pursuant to Section 1.01(a)(i) on or prior to such date) and (iii) prior to the termination of the Total A Term Loan Commitment as provided above, be reduced from time to time to the extent required by Section 4.02.
(d) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total B Term Loan Commitment (and the B Term Loan Commitment of each Bank) shall terminate in its entirety on the Initial Borrowing Date (after giving effect to the making of B Term Loans pursuant to Section 1.01(b)(i) on such date).
(e) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total Additional Term Loan Commitment (and the Additional Term Loan Commitment (whether Additional A Term Loan Commitment or Additional B Term Loan Commitment) of each Bank) shall (i) be reduced on each date on which Additional Term Loans are incurred (after giving effect to the making of Additional Term Loans incurred on such date), in an amount equal to the aggregate principal amount of Additional Term Loans incurred on such date and (ii) terminate in its entirety on the Additional Loans Availability Termination Date (after giving effect to the making of Additional Term Loans on or prior to such date). Each mandatory commitment reduction required pursuant to this Section 3.03(e) shall be applied pro rata to the Total Additional A Term Loan Commitment (in an amount equal to the Additional A Term Loan Percentage) and the Total Additional B Term Loan Commitment (in an amount equal to the Additional B Term Loan Percentage).
(f) In addition to but without duplicating any other mandatory commitment reductions pursuant to this Section 3.03, on each date after the Effective Date upon which a mandatory repayment the Borrower or any of Term Loans its Subsidiaries receives Net Sale Proceeds from any sale of assets, including capital stock and securities held thereby, but excluding (i) sales of inventory, material and equipment in the ordinary course of business, (ii) dispositions of Cash Equivalents, (iii) sales or transfers of receivables pursuant to the Credit Card Program, (iv) sales or other dispositions of assets effected under Section 10.02(xii) and (v) in each fiscal year of the Borrower, the first $50,000,000 in Net Sale Proceeds other than Net Sale Proceeds resulting from dispositions described in clauses (i) through (iv) or in paragraph (d) of this Section 3.03, an amount equal to 100% of such Net Sale Proceeds shall be applied as a mandatory reduction of the Total Commitment; provided that to the Total Term Loan Commitmentextent that no Default or Event of Default then exists, as if the case may be), pursuant to any of Sections 4.02(c) through 4.02(i), inclusive, is required (and exceeds in amount the aggregate principal amount of Term Loans then outstanding (or the Total Term Loan
(g) Each reduction Borrower has delivered a Reinvestment Notice to the Total A Term Loan Commitment, Total B Term Loan CommitmentAdministrative Agent on or prior to the date of receipt of such Net Sale Proceeds, the Total Additional Term Loan Commitment and shall not be required to be so reduced to the Total Revolving Loan Commitment extent of the Anticipated Reinvestment Amount specified in such Reinvestment Notice.
(d) Notwithstanding anything to the contrary in this Section 3.03 but without duplicating any other mandatory commitment reductions pursuant to this Section 3.03 3.03, on each date after the Fifth Amendment Effective Date upon which the Borrower or any of its Subsidiaries receives (or x) Net Sale Proceeds from any sale of assets constituting Collateral that is effected pursuant to Section 4.0210.02(xiii) shall be applied pro rata or (y) net proceeds from any Additional Permitted Sale Leasebacks or Additional Permitted Mortgage Financing ("Net Financing Proceeds"), but excluding (i) sales of equipment in the ordinary course of business, (ii) dispositions of Cash Equivalents, (iii) sales or transfers of receivables pursuant to reduce the A Term Loan CommitmentCredit Card Program, B Term Loan Commitmentand (iv) sales or other dispositions of assets effected under Section 10.02(xii), the Additional Term Loan Commitment an amount equal to 100% of such Net Sale Proceeds or the Revolving Loan CommitmentNet Financing Proceeds, as the case may be, shall be applied as a mandatory reduction of the Total Commitment; provided that to the extent that no Default or Event of Default then exists, if the Borrower has delivered a Reinvestment Notice to the Administrative Agent on or prior to the date of receipt of such Net Sale Proceeds or Net Financing Proceeds, as the case may be, the Total Commitment shall not be required to be so reduced to the extent of the Anticipated Reinvestment Amount specified in such Reinvestment Notice.
(e) Within three Business Days of the delivery of a Reinvestment Notice as described in clauses (c) and (d) above, the Anticipated Reinvestment Amount shall be deposited with the Administrative Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Administrative Agent, and any amounts needed to be expended prior to the Reinvestment Prepayment Date applicable thereto in furtherance of the purchase, construction or other acquisition of Reinvestment Assets shall be disbursed to the Borrower.
(f) In addition to but without duplicating any other mandatory commitment reductions pursuant to this Section 3.03, on each Reinvestment Prepayment Date, the Total Commitment shall be permanently reduced by an amount equal to the Reinvestment Prepayment Amount with respect to the applicable Reinvestment Event.
(g) In addition to but without duplicating any other mandatory commitment reductions pursuant to this Section 3.03, and subject to clause (y) of paragraph (d) above, on each date after the Effective Date upon which the Borrower or any of its Subsidiaries receives proceeds (net of costs and expenses) from any incurrence by the Borrower or any of its Subsidiaries of Indebtedness for borrowed money (excluding, without duplication, (x) the first $100,000,000 of aggregate net proceeds of any Indebtedness incurred by the Borrower and its Subsidiaries from and after the Effective Date, (y) the proceeds of Indebtedness incurred by the Borrower and its Subsidiaries from and after the Effective Date the aggregate amount of which is in excess of the sum of (i) $100,000,000 and (ii) the then applicable Clean-Down Amount and (z) the proceeds of Indebtedness which are not required to reduce the Total Commitment pursuant to the immediately following sentence), an amount equal to 100% of the cash proceeds of the respective incurrence of Indebtedness (net of underwriting or placement discounts and commissions and other reasonable costs associated therewith) shall be applied as a mandatory reduction to the Total Commitment; provided that in no event shall the operation of this Section 3.03(e) result in the reduction of the Total Commitment to an amount below $475,000,000. Notwithstanding anything to the contrary contained in this Section 3.03(e), if for each and every day of any Clean-Down Period the Borrower reduces the Revolving Outstandings to $0, then for the period commencing at the end of such Clean-Down Period and ending the following December 1 the Borrower will not be required to make any commitment reduction otherwise required by this Section 3.03(e).
(h) At any time after the occurrence and during the continuance of any Property Default, upon receipt by the Borrower of notice from the Administrative Agent of the existence and continuance of a Property Default, the Total Commitment shall be reduced as of the date of such notice by an amount equal to the Release Price of the Mortgaged Property to which such Property Default relates.
(i) The Total Commitment shall be terminated on June 30, 1994 unless the Effective Date shall have occurred on or prior to such date.
(j) Each reduction of the Total Commitment pursu- ant to this Section 3.03 shall apply proportionately to the Commitment of each Bank with such a CommitmentBank.
Appears in 1 contract
Mandatory Reduction of Commitments. (a) The Total Revolving Loan ---------------------------------- Commitment (and the A Term Loan Commitment, B Term Loan Commitment, and the Revolving Loan Commitment of each BankLender) shall terminate in its entirety on June 30August 15, 1998 2000 unless (i) all elements of the Transaction which are required pursuant to Section 5A to have been consummated Effective Date has occurred on or prior to the Initial Borrowing Date shall have been consummated and (ii) the Initial Borrowing Date has occurredsuch date.
(b) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on the A/RL Revolving Loan Maturity Date.
(c) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total A Term Loan Commitment (and the A Term Loan Commitment of each Bank) shall (i) be reduced on each date on which A Term Loans (other than A Term Loans incurred pursuant to Section 1.01(a)(ii)) are incurred (after giving effect to set forth below, the making of A Term Loans on such date), Total Revolving Loan Commitment shall be permanently reduced in an amount equal to the aggregate principal amount product of A Term Loans incurred (A) the Total Revolving Loan Commitment as in effect on such dateJuly 31, (ii) terminate in its entirety on the Second A Term Loan Borrowing Date 2003 (after giving effect to the making of A Term Loans any increase thereto pursuant to Section 1.01(a)(i) on or prior to such date1.15) and (iiiB) prior to the termination of the Total A Term Loan Commitment as provided aboverespective percentage set forth opposite each such date below: Date Percentage ---- ---------- October 31, be reduced from time to time to the extent required by Section 4.02.2003 3.75% January 31, 2004 3.75% April 30, 2004 3.75% July 31, 2004 3.75% October 31, 2004 5.00% January 31, 2005 5.00% April 30, 2005 5.00% July 31, 2005 5.00% October 31, 2005 7.50% January 31, 2006 7.50% April 30, 2006 7.50% July 31, 2006 7.50% October 31, 2006 8.75% January 31, 2007 8.75% April 30, 2007 8.75% July 31, 2007 8.75%
(d) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date on or after the Effective Date upon which Holdings or any of its Subsidiaries receives any cash proceeds from any Asset Sale, the Total B Term Revolving Loan Commitment (and shall be permanently reduced on each such date by an amount equal to 100% of the B Term Net Sale Proceeds from such Asset Sale; provided, however, that the Total Revolving Loan Commitment shall not be -------- ------- required to be so reduced from the Net Sale Proceeds therefrom so long as (i) no Specified Default or Event of each BankDefault then exists and (ii) such Net Sale Proceeds shall terminate be used or shall be committed to be used pursuant to a binding written agreement entered into within 180 days, and actually used within 540 days, in either case following the receipt of such Net Sale Proceeds to consummate a Permitted Acquisition, to make Capital Expenditures and/or to purchase equipment or similar productive assets to be used in the business of the Borrower or any of its entirety Subsidiaries, and provided further, that if all or any portion of such Net Sale Proceeds not ---------------- required to reduce the Total Revolving Loan Commitment as provided above in this Section 3.03(d) are either (A) not so reinvested (or committed to be reinvested) within 180 days following the date of receipt of such Net Sale Proceeds (or such earlier date, if any, as Holdings or the relevant Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above) or (B) if committed to be so used within such 180-day period and not so used within 540 days following the date of receipt of such Net Sale Proceeds (or such earlier date, if any, as Holdings or the relevant Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above) then, in either case, such remaining portion shall be applied on the Initial Borrowing Date last day of such 180-day period or 540-day period, as the case may be (after giving effect or such earlier date, as the case may be) as provided above in this Section 3.03(d) without regard to the making of B Term Loans pursuant to Section 1.01(b)(i) on such date)preceding proviso.
(e) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on the 10th day following each date on or after the Effective Date upon which Holdings or any of its Subsidiaries receives any cash proceeds from any Recovery Event (other than Recovery Events where the Net Insurance Proceeds are (or will be) less than $100,000), the Total Additional Term Revolving Loan Commitment (and the Additional Term Loan Commitment (whether Additional A Term Loan Commitment or Additional B Term Loan Commitment) of each Bank) shall (i) be permanently reduced on each date on which Additional Term Loans are incurred (after giving effect to the making of Additional Term Loans incurred on such date), 10th day in an amount equal to 100% of the aggregate principal Net Insurance Proceeds from such Recovery Event; provided, -------- however, that (x) so long as no Specified Default or Event of Default then ------- exists and such Net Insurance Proceeds do not exceed $2,500,000, the Total Revolving Loan Commitment shall not be required to be so reduced from such Net Insurance Proceeds to the extent that Holdings has delivered notice to the Administrative Agent on or before the 10th day following the respective Recovery Event notifying the Administrative Agent of the event giving rise to such Recovery Event and thereafter delivers an additional certificate to the Administrative Agent on or prior to the 10th day following the receipt of such Net Insurance Proceeds stating that such Net Insurance Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Insurance Proceeds were paid, to consummate a Permitted Acquisition, to make Capital Expenditures and/or to purchase equipment or similar productive assets to be used in the business of the Borrower or any of its Subsidiaries, in each case within 365 days following the date of the receipt of such Net Insurance Proceeds (which additional certificate shall set forth the estimates of the Net Insurance Proceeds to be so expended) and (y) so long as no Specified Default or Event of Default then exists and to the extent that (i) the amount of Additional Term Loans incurred on such date Net Insurance Proceeds exceeds $2,500,000 and (ii) terminate in its entirety on the Additional Loans Availability Termination Date (after giving effect Holdings has delivered to the making of Additional Term Loans Administrative Agent a certificate on or prior to such date). Each mandatory commitment reduction the date the application would otherwise be required pursuant to this Section 3.03(e) in the form described in clause (x) above, then the entire amount of such Net Insurance Proceeds and not just the portion in excess of $2,500,000 shall be deposited with the Administrative Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Administrative Agent whereby such proceeds shall be disbursed to the Borrower from time to time as needed to pay actual costs incurred by it in connection with the replacement or restoration of the respective properties or assets or for the other expenditures permitted above in this Section 3.03(e) (pursuant to such certification requirements as may be reasonably established by the Administrative Agent, although at any time that an Event of Default exists and is continuing, the Required Lenders may direct the Administrative Agent to, and the Administrative Agent is hereby authorized by the Borrower to, apply any such amounts on deposit with the Administrative Agent toward the repayment of the Obligations in the manner provided in the Security Agreement), and provided -------- further, that if all or any portion of such Net Insurance Proceeds not required ------- to reduce the Total Revolving Loan Commitment as provided in clause (x) or (y) of the preceding proviso are not so reinvested within 365 days after the date of the receipt of such Net Insurance Proceeds (or such earlier date, if any, as Holdings or the relevant Subsidiary determines not to reinvest the Net Insurance Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied pro rata to on the Total Additional A Term Loan Commitment (in an amount equal to the Additional A Term Loan Percentage) and the Total Additional B Term Loan Commitment (in an amount equal to the Additional B Term Loan Percentage).
(f) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date after the Effective Date upon which a mandatory repayment last day of Term Loans such period (or a mandatory reduction to the Total Term Loan Commitmentsuch earlier date, as the case may be), pursuant ) to any of Sections 4.02(c) through 4.02(i), inclusive, is required (and exceeds in amount the aggregate principal amount of Term Loans then outstanding (or permanently reduce the Total Term LoanRevolving Loan Commitment in accordance with this Section 3.03(e) without regard to the preceding proviso.
(gf) Each reduction to the Total A Term Loan Commitmentto, Total B Term Loan Commitmentor termination of, the Total Additional Term Loan Commitment and the Total Revolving Loan Commitment pursuant to this Section 3.03 (or pursuant to Section 4.02) shall be applied pro rata to proportionately reduce the A Term Loan Commitment, B Term Loan Commitment, the Additional Term Loan Commitment or the Revolving Loan Commitmentterminate, as the case may be, the Revolving Loan Commitment of each Bank with such a CommitmentLender.
Appears in 1 contract
Sources: Credit Agreement (Nm Licensing LLC)
Mandatory Reduction of Commitments. (a) The Total ---------------------------------- Commitment (and the A Term Loan Commitment, B Term Loan Commitment, Commitment and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on June 30, 1998 the Commitment Expiration Date unless (i) all elements of the Transaction which are required pursuant to Section 5A to have been consummated on or prior to the Initial Borrowing Date shall have been consummated and (ii) the Initial Borrowing Date has occurredoccurred on or before such date.
(b) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on the A/RL Maturity Date.
(c) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total A Term Loan Commitment (and the A Term Loan Commitment of each Bank) shall (i) be reduced on each date on which A Term Loans (other than A Term Loans incurred pursuant to Section 1.01(a)(ii)) are incurred (after giving effect to the making of A Term Loans on such date), in an amount equal to the aggregate principal amount of A Term Loans incurred on such date, (ii) terminate in its entirety on the Second A Term Loan Borrowing Date (after giving effect to the making of A Term Loans pursuant to Section 1.01(a)(i) on or prior to such date) and (iii) prior to the termination of the Total A Term Loan Commitment as provided above, be reduced from time to time to the extent required by Section 4.02.
(d) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the The Total B Term Loan Commitment (and the B Term Loan Commitment of each BankBank with such a Commitment) shall terminate in its entirety on the Initial Borrowing Date (after giving effect to the making of B Term Loans pursuant to Section 1.01(b)(ix) on such date).
(e) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total Additional Term Loan Commitment (and the Additional Term Loan Commitment (whether Additional A Term Loan Commitment or Additional B Term Loan Commitment) of each Bank) shall (i) be reduced on each date on which Additional B Term Loans are incurred (after giving effect to the making of Additional Term Loans incurred on such date), in an amount equal to the aggregate principal amount of Additional B Term Loans so incurred on such date and (iiy) terminate in its entirety on the Additional Loans Availability Termination Date earlier of (i) June 30, 1999 (after giving effect to the making of Additional any B Term Loans on or prior to such date). Each mandatory commitment reduction required pursuant to this Section 3.03(e) shall be applied pro rata to the Total Additional A Term Loan Commitment (in an amount equal to the Additional A Term Loan Percentage) and (ii) the Total Additional B Term Loan Commitment (in an amount equal to the Additional B Term Loan Percentage)date on which any Change of Ownership Event occurs.
(fc) In addition Subject to any other mandatory commitment reductions pursuant to this Section 3.03Sections 3.02 and 3.03(d), the Total Revolving Loan Commitment shall be permanently reduced on each date after set forth below (provided that if any date set forth below is not a Business Day then the Effective Date upon which permanent reduction shall occur on the first Business Day immediately succeeding such date set forth below) (each a mandatory repayment of Term Loans "Scheduled RLC Reduction Date"), in the amount set forth below opposite such date (or a mandatory reduction to the Total Term Loan Commitmenteach such reduction, as the case such reduction may behave been reduced pursuant to Sections 3.02 and/or 3.03(d), pursuant to any of Sections 4.02(c) through 4.02(i)a "Scheduled RLC Reduction"): Scheduled RLC Reduction Date Amount -------------- ------ June 30, inclusive1999 $ 5,500,000 June 30, is required (and exceeds in amount the aggregate principal amount of Term Loans then outstanding (or the Total Term Loan2000 $11,000,000 June 30, 2001 $11,000,000 June 30, 2002 $16,500,000 June 30, 2003 $16,500,000 June 30, 2004 $22,000,000 Revolving Maturity Date $27,500,000
(gd) Each reduction to the Total A Term Loan Commitment, The Total B Term Loan Commitment, the Total Additional Term Loan Commitment and the Total Revolving Loan Commitment shall be reduced on the dates and in the amounts specified in Section 4.02(B)(a). Each reduction to the Total Revolving Loan Commitment pursuant to this Section 3.03(d) shall reduce each of the remaining Scheduled RLC Reductions on a pro rata basis (based upon the then remaining amount of each --- ---- such Scheduled RLC Reduction).
(e) The Total Revolving Loan Commitment (and the Revolving Loan Commitment of each RL Bank) shall terminate on the earlier of (i) the date on which any Change of Ownership Event occurs and (ii) the Revolving Maturity Date.
(f) Each reduction of the Total Revolving Loan Commitment and/or Total B Term Loan Commitment pursuant to this Section 3.03 (or pursuant shall apply proportionately to Section 4.02) shall be applied pro rata to reduce the A Term Revolving Loan Commitment, Commitment and/or B Term Loan Commitment, the Additional Term Loan Commitment or the Revolving Loan Commitment, as the case may beapplicable, of each Bank with such a CommitmentCommitments under the applicable Facility.
Appears in 1 contract
Sources: Credit Agreement (Ocih LLC)
Mandatory Reduction of Commitments. (a) The Total Commitment ---------------------------------- (and the A Term Loan Commitment, B Term Loan Commitment, Commitment and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on June (x) September 30, 1998 1997 unless (i) all elements of the Transaction which are required pursuant to Section 5A to have been consummated on or prior to the Initial Borrowing Date shall have been consummated and (ii) the Initial Borrowing Date has occurredoccurred on or before such date, (y) October 15, 1997, in the event the 90% Requirement has been satisfied and the Merger Date has not occurred on or prior to such date and (z) the 120th day following the Initial Borrowing Date, in the event the 90% Requirement has not been satisfied and the Merger Date has not occurred on or prior to such 120th day following the Initial Borrowing Date.
(b) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Revolving Total Term Loan Commitment (and the Revolving Term Loan Commitment of each Bank) shall (i) be reduced on each date on which Term Loans are incurred (after giving effect to the making of Term Loans on such date) in an amount equal to the aggregate principal amount of Term Loans incurred on such date, (ii) terminate in its entirety on the A/RL Maturity DateMerger Date (after giving effect to the incurrence of Term Loans on such date) and (iii) prior to the termination of the Total Term Loan Commitment as provided in clauses (i) and (ii) above, be reduced from time to time to the extent required by Section 4.02.
(c) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total A Term Loan Commitment (and the A Term Loan Commitment of each Bank) shall (i) be reduced on each date on which A Term Loans set forth below (other than A Term Loans incurred pursuant to Section 1.01(a)(ii)) are incurred (after giving effect to the making of A Term Loans on such dateeach, a "Scheduled Commitment Reduction Date"), in an amount equal to the aggregate principal amount of A Term Loans incurred on such date, (ii) terminate in its entirety on the Second A Term Loan Borrowing Date (after giving effect to the making of A Term Loans pursuant to Section 1.01(a)(i) on or prior to such date) and (iii) prior to the termination of the Total A Term Loan Commitment as provided above, be reduced from time to time to the extent required by Section 4.02.
(d) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total B Term Loan Commitment (and the B Term Loan Commitment of each Bank) shall terminate in its entirety on the Initial Borrowing Date (after giving effect to the making of B Term Loans pursuant to Section 1.01(b)(i) on such date).
(e) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total Additional Term Loan Commitment (and the Additional Term Loan Commitment (whether Additional A Term Loan Commitment or Additional B Term Loan Commitment) of each Bank) shall (i) be reduced on each date on which Additional Term Loans are incurred (after giving effect to the making of Additional Term Loans incurred on such date), in an amount equal to the aggregate principal amount of Additional Term Loans incurred on such date and (ii) terminate in its entirety on the Additional Loans Availability Termination Date (after giving effect to the making of Additional Term Loans on or prior to such date). Each mandatory commitment reduction required pursuant to this Section 3.03(e) shall be applied pro rata to the Total Additional A Term Loan Commitment (in an amount equal to the Additional A Term Loan Percentage) and the Total Additional B Term Loan Commitment (in an amount equal to the Additional B Term Loan Percentage).
(f) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date after the Effective Date upon which a mandatory repayment of Term Loans (or a mandatory reduction to the Total Term Loan Commitment, as the case may be), pursuant to any of Sections 4.02(c) through 4.02(i), inclusive, is required (and exceeds in amount the aggregate principal amount of Term Loans then outstanding (or the Total Term Loan
(g) Each reduction to the Total A Term Loan Commitment, Total B Term Loan Commitment, the Total Additional Term Loan Commitment and the Total Revolving Loan Commitment pursuant to this Section 3.03 (or pursuant to Section 4.02) shall be applied pro rata to reduce permanently reduced by the A Term Loan Commitment, B Term Loan Commitment, the Additional Term Loan amount set forth opposite such Scheduled Commitment or the Revolving Loan CommitmentReduction Date below (each such reduction, as the case same may bebe reduced as provided in Sections 3.02, of each Bank with such 3.03(f) and 4.02(h), a Commitment."Scheduled Commitment Reduction"):
Appears in 1 contract
Mandatory Reduction of Commitments. (a) The Total Commitment (and On the A Term Loan Commitment, B Term Loan Commitment, and the Revolving Loan Commitment first day of each Bank) calendar month set forth in the column labeled “Period Beginning” on Schedule III attached hereto, the Commitment Amount shall terminate in its entirety on June 30, 1998 unless (i) all elements of the Transaction which are required pursuant to Section 5A to have been consummated on or prior be reduced to the amount set forth opposite such date under the column heading “Initial Borrowing Date shall have been consummated and (ii) Maximum Commitment Amount,” subject to the Initial Borrowing Date has occurredadjustment of such amount as described in Section 3.03(d).
(b) In addition If the Borrower’s Consolidated Net Worth as of the fifth anniversary of the Financial Cutoff Date is less than the sum of (a) the Base Consolidated Net Worth plus (b) the Supplemental Consolidated Net Worth Amount as of the Initial Supplemental Calculation Date, then the Commitment Amount shall be reduced to any other mandatory commitment reductions $750,000,000, and shall be amortized pursuant to this Section 3.03, the Revolving Loan Commitment 3.03(d).
(and the Revolving Loan c) The Commitment of each Bank) the Lender to make a Loan shall terminate in its entirety on the A/RL Maturity Commitment Termination Date.
(cd) In addition With respect to any other mandatory commitment reductions pursuant to this Section 3.03, reduction of the Total A Term Loan Commitment (and the A Term Loan Commitment of each Bank) shall (i) be reduced on each date on which A Term Loans (other than A Term Loans incurred Amount pursuant to Section 1.01(a)(ii3.02 or Section 3.03(b) (the Commitment Amount after such reduction being referred to as the “Reduced Commitment Amount”)) are incurred (after giving effect , the “Initial Maximum Commitment Amount” as shown on Schedule III for each calendar month subsequent to the making of A Term Loans on calendar month in which such date), in reduction occurred shall be deemed to be reduced to an amount equal to the aggregate principal amount product of A Term Loans incurred (i) the Initial Maximum Commitment shown on Schedule III for such date, subsequent calendar month times (ii) terminate in its entirety on the Second A Term Loan Borrowing Date (after giving effect to the making of A Term Loans pursuant to Section 1.01(a)(i) on or prior to such date) and (iii) prior to the termination of the Total A Term Loan Commitment as provided above, be reduced from time to time to the extent required by Section 4.02.
(d) In addition to any other mandatory commitment reductions pursuant to this Section 3.03a fraction, the Total B Term Loan numerator of which is the Reduced Commitment (Amount and the B Term Loan denominator of which is the “Initial Maximum Commitment of each Bank) shall terminate Amount” shown on Schedule III opposite the calendar month in its entirety on the Initial Borrowing Date (after giving effect to the making of B Term Loans pursuant to Section 1.01(b)(i) on which such date)reduction occurred.
(e) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total Additional Term Loan Commitment (and the Additional Term Loan Commitment (whether Additional A Term Loan Commitment or Additional B Term Loan Commitment) of each Bank) shall (i) be reduced on each date on which Additional Term Loans are incurred (after giving effect to the making of Additional Term Loans incurred on such date), in an amount equal to the aggregate principal amount of Additional Term Loans incurred on such date and (ii) terminate in its entirety on the Additional Loans Availability Termination Date (after giving effect to the making of Additional Term Loans on or prior to such date). Each mandatory commitment reduction required pursuant to this Section 3.03(e) shall be applied pro rata to the Total Additional A Term Loan Commitment (in an amount equal to the Additional A Term Loan Percentage) and the Total Additional B Term Loan Commitment (in an amount equal to the Additional B Term Loan Percentage).
(f) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date after the Effective Date upon which a mandatory repayment of Term Loans (or a mandatory reduction to the Total Term Loan Commitment, as the case may be), pursuant to any of Sections 4.02(c) through 4.02(i), inclusive, is required (and exceeds in amount the aggregate principal amount of Term Loans then outstanding (or the Total Term Loan
(g) Each reduction to the Total A Term Loan Commitment, Total B Term Loan Commitment, the Total Additional Term Loan Commitment and the Total Revolving Loan Commitment pursuant to this Section 3.03 (or pursuant to Section 4.02) shall be applied pro rata to reduce the A Term Loan Commitment, B Term Loan Commitment, the Additional Term Loan Commitment or the Revolving Loan Commitment, as the case may be, of each Bank with such a Commitment.
Appears in 1 contract
Sources: Strip Coverage Liquidity and Security Agreement (Assured Guaranty LTD)
Mandatory Reduction of Commitments. (a) The Subject to the last paragraph of Section 6, the Total Commitment (and the A Term Loan Commitment, B Term Loan Commitment, and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on June 30December 31, 1998 1996 unless (i) all elements of the Transaction which are required pursuant to Section 5A to have been consummated on or prior to the Initial Borrowing Restatement Effective Date shall have been consummated and (ii) the Initial Borrowing Date has occurredoccurred on or before such date.
(b) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Revolving Loan Total Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on the A/RL Final Maturity Date.
(c) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total A Term Loan Commitment (and the A Term Loan Commitment of each Bank) shall (i) be reduced on each date on which A Term Loans and in the amount set forth below (other than A Term Loans incurred each scheduled reduction pursuant to this Section 3.03(c) herein called a "Scheduled Reduction"): December 15, 1999........................ $75,000,000 December 15, 2000........................$100,000,000 Final Maturity Date......................$675,000,000 The amount of the Scheduled Reductions shall be reduced (x) by the amount of each voluntary reduction made to the Total Commitment after the Restatement Effective Date pursuant to Section 1.01(a)(ii3.02, each of which reductions shall apply to reduce the then remaining Scheduled Reductions in direct order of maturity and (y) by the amount of each reduction to the Total Commitment pursuant to Sections 3.03(d), (e) are incurred and (f), each of which reductions shall apply (1) 50%, to reduce the then remaining Scheduled Reductions in direct order of maturity and (2) after giving effect to the making of A Term Loans on such dateapplication pursuant to immediately preceding clause (1), in an amount equal 50% to reduce the aggregate principal then remaining Scheduled Reductions on a pro rata basis (based upon the then remaining amount of A Term Loans incurred on such date, (ii) terminate in its entirety on the Second A Term Loan Borrowing Date (after giving effect to the making of A Term Loans pursuant to Section 1.01(a)(i) on or prior to such date) and (iii) prior to the termination of the Total A Term Loan Commitment as provided above, be reduced from time to time to the extent required by Section 4.02each Scheduled Reduction).
(d) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date after the Total B Term Loan Commitment Restatement Effective Date upon which the Company or any of its Subsidiaries receives any proceeds from any incurrence by the Company or any of its Subsidiaries of Indebtedness for borrowed money (and the B Term Loan Commitment of each Bank) shall terminate in its entirety on the Initial Borrowing Date (after giving effect other than Indebtedness for borrowed money permitted to the making of B Term Loans be incurred pursuant to Section 1.01(b)(i) 9.04, as such Section is in effect on such datethe Restatement Effective Date), the Total Commitment shall be reduced by an amount equal to 100% of the cash proceeds of the respective incurrence (net of underwriting discounts and commissions and other reasonable costs associated therewith).
(e) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date after the Total Additional Term Loan Commitment Restatement Effective Date upon which the Company or any of its Subsidiaries receives proceeds (and or, in the Additional Term Loan Commitment case of any such sale the proceeds of which are received by the Company or such Subsidiary in a currency other than Dollars, on the earlier of (whether Additional A Term Loan Commitment x) the date the Company or Additional B Term Loan Commitmentsuch Subsidiary is able to convert such currency into Dollars or (y) the date occurring five Business Days after the receipt of each Banksuch proceeds) shall from any sale of assets ((i) including capital stock and securities and (ii) excluding (A) sales of inventory in the ordinary course of business and (B) any single sale of assets (other than inventory referred to in clause (A)) with respect to which the Net Sale Proceeds received in respect thereof do not exceed $500,000, so long as not more than $5,000,000 of Net Sale Proceeds from asset sales are excluded in any one fiscal year pursuant to this clause (B) and (C) the Farnam Disposition, if effected prior to March 31, 1997 pursuant to the requirements of Section 9.02(xix)), the Total Commitment shall be reduced on each date on which Additional Term Loans are incurred (after giving effect to the making of Additional Term Loans incurred on such date), in by an amount equal to the aggregate principal amount of Additional Term Loans incurred on such date and 75% (ii) terminate in its entirety or 50% if, on the Additional Loans Availability Termination Date (after giving effect to date of the making of Additional Term Loans on or prior to such date). Each mandatory required commitment reduction required pursuant to this Section 3.03(e), the Applicable Margin at such time for Eurodollar Rate Loans is .625% or less) shall be applied pro rata of the Net Sale Proceeds therefrom to the Total Additional A Term Loan Commitment (in an extent that the amount equal of such Net Sale Proceeds, when added to the Additional A Term Loan Percentageaggregate amount of all other Net Sale Proceeds received during the respective fiscal year of the type described above in this Section 3.03(e) (and the Total Additional B Term Loan Commitment (in an amount equal not excluded pursuant to the Additional B Term Loan Percentagesecond preceding parenthetical), exceed the Retained Amount for such fiscal year.
(f) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date after the Restatement Effective Date upon which the Company or any of its Subsidiaries receives any proceeds from a mandatory repayment Permitted Receivables Transaction (but excluding proceeds of Term Loans subsequent sales of receivables pursuant to a Permitted Receivables Transaction after the initial sale of receivables has occurred thereunder, except to the extent that the respective sale of receivables increases the aggregate amount of outstanding receivables sold pursuant to the Permitted Receivables Transaction to an amount in excess of the previous highest amount (on or after the Restatement Effective Date) of outstanding receivables theretofore sold pursuant to the Permitted Receivables Transaction), the Total Commitment shall be reduced by an amount equal to 100% of the net cash proceeds thereof; provided, however, that, so long as no Default or Event of Default exists as of such date, and so long as no Default or Event of Default exists on the date of the application of the proceeds thereof or would exist after giving effect thereto, such net cash proceeds from such Permitted Receivables Transaction may first be used, within 60 days after the date of receipt thereof, to permanently repay outstanding principal of Indebtedness for borrowed money of the Company (other than the Loans) which is at the time permitted to be repaid pursuant to the terms thereof and of this Agreement. Notwithstanding anything to the contrary contained in the immediately preceding sentence, if the Company wishes to apply cash proceeds from such Permitted Receivables Transaction (or any portion thereof) in accordance with the proviso of the immediately preceding sentence, it shall be a mandatory reduction condition thereto that, within five Business Days after the date of the consummation of such Permitted Receivables Transaction, the Company shall have furnished a certificate of its chief financial officer certifying that no Default or Event of Default existed on the date of such Permitted Receivables Transaction and setting forth (x) the amount of cash proceeds received from such Permitted Receivables Transaction and (y) the amount the Company intends to apply pursuant to said proviso and the Indebtedness to which the Company intends to apply such amount. As indicated in the proviso to the first sentence of this Section 3.03(f), so long as no Default or Event of Default exists on the date of such Permitted Receivables Transaction, the amount of cash proceeds which would otherwise be required to be applied to reduce the Total Term Loan CommitmentCommitment shall be reduced by the sum of the amounts to be applied to other Indebtedness of the Company in accordance with such proviso, as specified in the case may be)officer's certificate described in the immediately preceding sentence. Notwithstanding anything to the contrary contained above, on the date which is 61 days after the date of the receipt of any proceeds from such Permitted Receivables Transaction, the Total Commitment shall be reduced by the amount of any funds which were specified in the respective officer's certificate as intended to be applied pursuant to any the proviso to the first sentence of Sections 4.02(cthis Section 3.03(f) through 4.02(i), inclusive, is required (and exceeds which have not in amount fact been so applied on or prior to the aggregate principal amount 60th day after the date of Term Loans then outstanding (or the Total Term Loanreceipt thereof.
(g) Each reduction to the Total A Term Loan Commitment, Total B Term Loan Commitment, the Total Additional Term Loan Commitment and the Total Revolving Loan Commitment pursuant to this Section 3.03 (or pursuant to Section 4.02) shall be applied pro rata proportionately to reduce the A Term Loan Commitment, B Term Loan Commitment, the Additional Term Loan Commitment or the Revolving Loan Commitment, as the case may be, of each Bank with such a CommitmentBank.
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Mandatory Reduction of Commitments. (a) The Total Commitment (and the A Term Loan Commitment, B Term Loan Commitment, and the Revolving Loan Commitment of each Bank) Commitments shall terminate in its their entirety on June 30August 31, 1998 2001 unless (i) all elements of the Transaction which are required pursuant to Section 5A to have been consummated on or prior to the Initial Borrowing Date shall have been consummated and (ii) the Initial Borrowing Date has occurredoccurred on or prior to such date.
(b) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Revolving Total A-1 Term Loan Commitment (and the Revolving A-1 Term Loan Commitment of each BankLender with such a Commitment) shall terminate in its entirety on the A/RL Maturity Datedate the A-1 Term Loans are incurred (after giving effect to the making of A-1 Term Loans on such date).
(c) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total A A-2 Term Loan Commitment (and the A Term Loan Commitment of each Bank) shall (i) be permanently reduced on each date on which A A-2 Term Loans (other than A Term Loans incurred pursuant to Section 1.01(a)(ii)) are incurred (after giving effect to the making of A Term Loans on such date), Loan Borrowing Date in an amount equal to the aggregate principal amount of A A-2 Term Loans incurred on such date, (ii) be permanently reduced on each date after the Effective Date upon which the Total A-2 Term Loan Commitment is required to be reduced pursuant to Section 4.02(h) by the amount required to be applied to the Total A-2 Term Loan Commitment pursuant to said Section and (iii) terminate in its entirety (to the extent not theretofore terminated) on the Second A A-2 Term Loan Borrowing Commitment Termination Date (after giving effect to the making of A any A-2 Term Loans to be made on such date).
(d) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the A-3 Term Loan Commitment shall (i) be permanently reduced on each A-3 Term Loan Borrowing Date in an amount equal to the aggregate principal amount of A-3 Term Loans incurred on such date, (ii) be permanently reduced on each date after the Effective Date upon which the Total A-3 Term Loan Commitment is required to be reduced pursuant to Section 1.01(a)(i4.02(h) on or prior by the amount required to such date) be applied to the Total A-3 Term Loan Commitment pursuant to said Section and (iii) prior terminate in its entirety (to the termination of extent not theretofore terminated) on the Total A A-3 Term Loan Commitment as provided above, Termination Date (after giving effect to any A-3 Term Loans to be reduced from time to time to the extent required by Section 4.02made on such date).
(de) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total B Term Loan Commitment (and the B Term Loan Commitment of each BankLender with such a Commitment) shall terminate in its entirety on the Initial Borrowing Date (after giving effect to date the making of B Term Loans pursuant to Section 1.01(b)(i) on such date).
(e) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total Additional Term Loan Commitment (and the Additional Term Loan Commitment (whether Additional A Term Loan Commitment or Additional B Term Loan Commitment) of each Bank) shall (i) be reduced on each date on which Additional Term Loans are incurred (after giving effect to the making of Additional B Term Loans incurred on such date), in an amount equal to the aggregate principal amount of Additional Term Loans incurred on such date and (ii) terminate in its entirety on the Additional Loans Availability Termination Date (after giving effect to the making of Additional Term Loans on or prior to such date). Each mandatory commitment reduction required pursuant to this Section 3.03(e) shall be applied pro rata to the Total Additional A Term Loan Commitment (in an amount equal to the Additional A Term Loan Percentage) and the Total Additional B Term Loan Commitment (in an amount equal to the Additional B Term Loan Percentage).
(f) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Incremental Term Loan Commitment of each Lender provided pursuant to a particular Incremental Term Loan Commitment Agreement shall (i) terminate in its entirety (to the extent not theretofore terminated) on the earlier of the date set forth in such Incremental Term Loan Agreement for the termination thereof and the Incremental Term Loan Commitment Termination Date (after giving effect to any Incremental Term Loans to be made on either such date pursuant to such Incremental Term Loan Commitment Agreement) and (ii) be permanently reduced on each Incremental Term Loan Borrowing Date on which Incremental Term Loans are incurred pursuant to such Incremental Term Loan Commitment in an amount equal to the aggregate principal amount of such Incremental Term Loans incurred on such date. The aggregate Incremental Term Loan Commitments of each Tranche of Incremental Term Loan Commitments shall be permanently reduced at the times, and in the amounts, required by Section 4.02(h).
(g) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, (i) on each date after the Effective Date upon which a mandatory repayment of Term Loans (or a mandatory reduction the Total Revolving Loan Commitment is required to be reduced pursuant to Section 4.02(h), the Total Revolving Loan Commitment shall be permanently reduced by the amount required to be applied to the Total Term Revolving Loan Commitment, as the case may be), Commitment pursuant to any of Sections 4.02(csaid Section and (ii) through 4.02(i), inclusive, is required the Total Revolving Loan Commitment (and exceeds the Revolving Loan Commitment of each Lender) shall terminate in amount its entirety on the aggregate principal amount of Term Loans then outstanding (or the Total Term LoanRevolving Loan Maturity Date.
(gh) Each reduction to and/or termination of the Total A Term Loan Commitment, Total B A-1 Term Loan Commitment, the Total Additional A-2 Term Loan Commitment, the Total A-3 Term Loan Commitment, the Total B Term Loan Commitment and or the Total Revolving Loan Commitment pursuant to this Section 3.03 (or pursuant to Section 4.02) shall be applied pro rata proportionately to reduce and/or terminate the A Term Loan Commitment, B A-1 Term Loan Commitment, the Additional A-2 Term Loan Commitment, the A-3 Term Loan Commitment, the B Term Loan Commitment or the Revolving Loan Commitment, as the case may be, of each Bank Lender with such a Commitment. Each reduction to the Incremental Term Loan Commitments provided pursuant to any Incremental Term Loan Commitment Agreement pursuant to this Section 3.03 shall be applied proportionately to reduce the Incremental Term Loan Commitment of each Lender as provided in the respective Incremental Term Loan Commitment Agreement.
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Mandatory Reduction of Commitments. (a) The In addition to any other mandatory commitment reductions pursuant to this Section 4.03, the Total Commitment (and the A Term Loan Commitment, B Term Loan Commitment, and the Revolving Loan Commitment of each BankLender under each Tranche) shall terminate in its entirety on June 30, 1998 unless (i) all elements of the Transaction which are required pursuant to Section 5A to have been consummated on or prior to the Initial Borrowing Date shall have been consummated and (ii) the Initial Borrowing Date has occurredMaturity Date.
(b) In addition to any other mandatory commitment reductions pursuant to this Section 3.034.03, the Revolving Loan Total Initial Commitment shall be reduced by (x) $80,000,000 on December 31, 2014 and (y) $80,000,000 on December 31, 2015, which Scheduled Commitment Reductions (i) shall be applied proportionately to reduce or terminate, as the Revolving Loan case may be, the Initial Commitment of each BankLender under such Tranche and (ii) shall terminate be reduced in its entirety on the A/RL Maturity Dateaccordance with Section 4.03(g).
(c) In addition to any other mandatory commitment reductions pursuant to this Section 3.034.03, the Total A Term Loan Incremental Commitment under each Tranche of Incremental Commitments (if any) shall be reduced on a pro rata basis by an aggregate amount of (x) $20,000,000 for all such Tranches of the Incremental Facility on December 31, 2014 and (y) $20,000,000 for all such Tranches of the A Term Loan Incremental Facility on December 31, 2015, which Scheduled Commitment Reductions (i) shall be applied proportionately to reduce or terminate, as the case may be, the Incremental Commitment of each Bank) shall (i) be reduced on Lender under each date on which A Term Loans (other than A Term Loans incurred pursuant to Section 1.01(a)(ii)) are incurred (after giving effect to the making of A Term Loans on such date), in an amount equal to the aggregate principal amount of A Term Loans incurred on such date, Tranche and (ii) terminate in its entirety on the Second A Term Loan Borrowing Date (after giving effect to the making of A Term Loans pursuant to Section 1.01(a)(i) on or prior to such date) and (iii) prior to the termination of the Total A Term Loan Commitment as provided above, shall be reduced from time to time to the extent required by in accordance with Section 4.024.03(g).
(d) In addition to any other mandatory commitment reductions pursuant to this Section 3.034.03, on the date of any Collateral Disposition, the Total B Term Loan Commitment shall be permanently reduced by a percentage thereof, expressed as a fraction, equal to (x) the appraised value (as determined in accordance with the most recent appraisal report delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 9.01(c)) of the Collateral Rig or Collateral Rigs which is/are the subject of such Collateral Disposition divided by (y) the Aggregate Collateral Rig Value (as determined by the sum of the appraisals set forth in the most recent appraisal report related to each respective Collateral Rig and delivered to the B Term Loan Commitment of each BankAdministrative Agent (or obtained by the Administrative Agent) shall terminate in its entirety on the Initial Borrowing Date (after pursuant to Section 9.01(c) before giving effect to the making of B Term Loans pursuant to Section 1.01(b)(i) on such dateCollateral Disposition).
(e) In addition to any other mandatory commitment reductions pursuant to this Section 3.034.03, upon the occurrence of a violation under Section 10.09, the Total Additional Term Loan Commitment (may be permanently reduced in accordance with the requirements of Sections 4.03(g) and the Additional Term Loan Commitment (whether Additional A Term Loan Commitment or Additional B Term Loan Commitment) of each Bank) shall (i) be reduced on each date on which Additional Term Loans are incurred (after giving effect to the making of Additional Term Loans incurred on such date), 10.09 in an amount equal required so that the Parent and its Subsidiaries shall be in compliance with the requirements set forth in Section 10.09, provided that it is understood and agreed that the requirement to repay Loans as a result of a permanent reduction of the aggregate principal amount of Additional Term Loans incurred on such date and (ii) terminate in its entirety on the Additional Loans Availability Termination Date (after giving effect to the making of Additional Term Loans on or prior to such date). Each mandatory commitment reduction required pursuant to Total Commitment under this Section 3.03(e4.03(e) shall not be applied pro rata deemed to the Total Additional A Term Loan Commitment (in be a waiver of any other right or remedy that any Lender may have as a result of an amount equal to the Additional A Term Loan Percentage) and the Total Additional B Term Loan Commitment (in an amount equal to the Additional B Term Loan Percentage)Event of Default under Section 10.09.
(f) In addition to any other Each mandatory commitment reductions reduction or termination pursuant to this Section 3.03, on each date after the Effective Date upon which a mandatory repayment of Term Loans Sections 4.03(d) and (or a mandatory reduction to the Total Term Loan Commitment, as the case may be), pursuant to any of Sections 4.02(c) through 4.02(i), inclusive, is required (and exceeds in amount the aggregate principal amount of Term Loans then outstanding (or the Total Term Loan
(g) Each reduction to the Total A Term Loan Commitment, Total B Term Loan Commitment, the Total Additional Term Loan Commitment and the Total Revolving Loan Commitment pursuant to this Section 3.03 (or pursuant to Section 4.02e) shall be applied pro rata to proportionately reduce the A Term Loan Commitment, B Term Loan Commitment, the Additional Term Loan Commitment or the Revolving Loan Commitmentterminate, as the case may be, the Commitment under each Tranche and each such reduction to, or termination of, the Total Commitment shall be applied to proportionately reduce or terminate, as the case may be, the Commitment of each Bank with Lender under each such a CommitmentTranche.
(g) Each reduction to, or termination of, the Total Commitment pursuant to Sections 4.03(b), (c), (d) and (e) shall be applied to proportionately reduce future Scheduled Commitment Reductions as provided in the proviso of Section 4.02(a).
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