Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1. (ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);

Appears in 5 contracts

Sources: Credit Agreement (West Corp), Credit Agreement (West Customer Management Group, LLC), Credit Agreement (West Corp)

Appears in 5 contracts

Sources: Term Loan Agreement (Albertsons Companies, Inc.), Term Loan Agreement (Albertsons Companies, Inc.), Term Loan Agreement (SSI - AK Holdings, Inc.)

Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section ~~6.02(b~~6.02(a), the Parent Borrower shall ~~cause~~ prepay, subject to ~~be prepaid~~ clause (b)(vi) of this Section 2.05, an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in ~~an amount~~ accordance with Section 2.05(b)(v)) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, ~~2007~~2009) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of ~~Indebtedness~~Indebtedness or anything else other than internally generated cash flow; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio ~~as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow~~ for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and ~~no payment of any Loans~~ greater than 3.0 to 1.0 and (y) the ECF Percentage shall be ~~required under this Section 2.05(b)(i)~~ 0% if the Total Leverage Ratio ~~as of the last day of~~ for the fiscal year covered by such financial statements is as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than ~~4.5:1~~or equal to 3.0 to 1.0. (ii) (A) If (x) the Parent Borrower or any of its wholly-owned Restricted ~~Subsidiary~~ Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by ~~Section 7.05(a~~▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (~~d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~▇), (e▇), (g▇)(▇▇), (h▇), (i▇), (l▇), (n▇), (▇), (▇), (▇) (except as set forth in the proviso thereof) or (oq)), or (y) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization or receipt by the Parent Borrower or ~~such~~ any of its wholly-owned Restricted ~~Subsidiary~~ Subsidiaries of Net Cash ~~Proceeds~~Proceeds or (z) the Parent Borrower or any of its Restricted Subsidiaries disposes of any Specified Assets, in each case, the Parent Borrower shall ~~cause to be prepaid~~ prepay on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash ~~Proceeds~~ Proceeds, subject to clause (b)(vi) of this Section 2.05, an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in ~~an amount~~ accordance with Section 2.05(b)(v)) equal to 100% (such percentage as it may be reduced as described below, the “Disposition Prepayment Percentage”) of all Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds)~~ realized or received; provided that in the case of clause (x) only, (I) the Disposition Prepayment Percentage shall be 75% if the Total Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event calculated on a pro forma basis for such Disposition or Casualty Event in accordance with Section 1.10 as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (II) the Disposition Prepayment Percentage shall be 50% if the Total Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event calculated on a pro forma basis for such Disposition or Casualty Event in accordance with Section 1.10 as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 to 1.0; provided, further, that, except as provided in Section 7.05(f)(i) and (k), no ~~such~~ prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Parent Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B~~) (which notice may only be provided if no Event of Default has occurred and is then continuing~~);.

Appears in 4 contracts

Sources: Credit Agreement (Clear Channel Communications Inc), Credit Agreement (Clear Channel Communications Inc), Credit Agreement (Clear Channel Communications Inc)

Mandatory. (i) Within the later of five (5) Business Days after the financial statements have been delivered pursuant to Section 6.01(a) for each fiscal year and ninety (90) days after the ~~related Compliance Certificate has been delivered pursuant to Section 6.02(b~~end of such fiscal year (commencing with the fiscal year ending December 31, 2017), the ~~Borrower shall~~ Borrowers shall, subject to clauses (b)(vi) and (b)(vii) of this Section 2.05, cause to be prepaid ~~the~~ an aggregate principal amount of Term Loans in an amount equal to (A) ~~50%~~ the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements ~~(commencing with the fiscal year ended December 31, 2007)~~ minus (B) the sum of (i1) all voluntary prepayments of Term Loans pursuant to Section 2.05(a)(v), in an amount equal to the discounted amount actually paid in respect of the principal amount of such Term Loans, during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, (2) all other voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due and (ii3) all voluntary prepayments of Revolving Credit Loans and loans under any other revolving credit facility secured by the Collateral in whole or in part on a pari passu basis (but without regard to control of remedies) with the Revolving Credit Facilities during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent the Revolving Credit Commitments or such other revolving commitments, as applicable, are permanently reduced by the amount of such ~~payments~~payments and, in the case of each of the immediately preceding clauses (i1), (2) and (ii3), to the extent such prepayments are not funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness); ~~provided~~ provided, however, that ~~if the Total Leverage Ratio as~~ a prepayment of ~~the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of~~ Term Loans ~~in an aggregate amount equal~~ pursuant to ~~25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under~~ this Section 2.05(b)(i) shall only be required in the amount (if any) by which the ~~Total Leverage Ratio as of the last day of the~~ ECF Payment Amount for such fiscal year ~~covered by such financial statements is less than 4.5:1~~exceeds $30,000,000. (ii) (A) If (x1) the Parent Borrower or any of its Restricted ~~Subsidiary~~ Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by ~~Section~~ Sections 7.05(a), (b), (c), (d~~) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~), (e), (g), (h), (i), (k), (l), (m), (n), (o), (p), (q), (r) and (s)) or (~~o)), or (y~~2) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization or receipt by the Parent Borrower or such Restricted Subsidiary of Net Cash Proceeds, the ~~Borrower~~ Borrowers shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or such Restricted Subsidiary of such Net Cash ~~Proceeds~~ Proceeds, subject to clauses (b)(vi) and (b)(vii) of this Section 2.05, an aggregate principal amount of Term Loans in an amount equal to ~~100%~~ the Applicable Disposition Percentage of ~~all~~ such Net Cash Proceeds received; provided that if at the time that any such prepayment would be required, the Borrowers (or any Restricted Subsidiary) are required to offer to repurchase any Indebtedness secured on a pari passu basis (but without regard to control of remedies) with the Obligations (other than ~~Excluded~~ any Indebtedness of the type described in clause (a)(ii)(A) of the definition of “Net Cash Proceeds” that was required to be prepaid or repaid and that resulted in a reduction in the applicable Net Cash Proceeds) ~~received~~pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers (or any Restricted Subsidiary) may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii)(A) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no ~~such~~ prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the ~~Borrower~~ Borrowers (or such Restricted Subsidiary) shall ~~have, on~~ have reinvested (or ~~prior~~ entered into a binding commitment to ~~such date, given written notice to the Administrative Agent of its intent to reinvest~~ reinvest) in accordance with Section 2.05(b)(ii)(B~~) (which notice may only be provided if no Event of Default has occurred and is then continuing~~);; and

Appears in 4 contracts

Sources: Credit Agreement (Iqvia Holdings Inc.), Credit Agreement (Quintiles IMS Holdings, Inc.), Credit Agreement (Quintiles IMS Holdings, Inc.)

Appears in 4 contracts

Sources: Credit Agreement (Superior Industries International Inc), Credit Agreement (Superior Industries International Inc), Credit Agreement (Superior Industries International Inc)

Mandatory. (i) ~~Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and~~ If the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1. (ii) (A) If (x) the Borrower Company or any ~~Restricted Subsidiary~~ of its Subsidiaries Disposes of any property ~~or assets (other than any Disposition of any property or assets~~ permitted by Section ~~7.05(a), (b), (c), (d~~7.05(f) (in ~~the case~~ excess of ~~clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which~~ $500,000 in the aggregate during the term of this Agreement, which results in the realization ~~or receipt~~ by ~~the Borrower or~~ such ~~Restricted Subsidiary~~ Person of Net Cash Proceeds, the ~~Borrower~~ Borrowers shall ~~cause~~ prepay an aggregate principal amount of Loans equal to ~~be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt~~ 100% of such Net Cash Proceeds ~~Term~~ promptly after, and in no event later than five Business Days after, receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iv) and (vii) below). (ii) Upon the incurrence or issuance by the Company or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay an aggregate principal amount of Loans ~~in an amount~~ equal to 100% of all Net Cash Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (~~other than Excluded~~ such prepayments to be applied as set forth in clauses (iv) and (vi) below). (iii) Upon any Extraordinary Receipt in excess of $1,000,000 for each fiscal year received by or paid to or for the account of the Company or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash ~~Proceeds~~Proceeds received therefrom promptly after, and in no event later than five Business Days after, receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) ~~received; provided that no such~~ and (vi) below). (iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the principal repayment installments of the Term Loans on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities. (v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section ~~2.05(b)(ii)(A~~2.05(b)(v) ~~with respect~~ unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments at such time. (vi) Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to ~~such portion~~ this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in the Minimum Collateral Amount. Upon the drawing of ~~such Net~~ any Letter of Credit that has been Cash ~~Proceeds that~~ Collateralized, the ~~Borrower~~ funds held as Cash Collateral shall ~~have, on~~ be applied (without any further action by or ~~prior to such date, given written~~ notice to or from the ~~Administrative Agent of its intent~~ Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to ~~reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);~~reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.

Appears in 3 contracts

Sources: Credit Agreement (Tile Shop Holdings, Inc.), Credit Agreement (Tile Shop Holdings, Inc.), Credit Agreement (Tile Shop Holdings, Inc.)

Mandatory. (i) Within ~~five (5)~~ ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from (x) any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or (y) the issuance of any Disqualified Equity Interests, in each case, after the Third Amendment and Restatement Effective Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Third Amendment and Restatement Effective Date or (B) with respect to any Casualty Event occurring after the Third Amendment and Restatement Effective Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section ~~6.01(a~~5.01(a) (commencing with Fiscal Year ending December 31, 2014) and the related ~~Compliance Certificate~~ compliance certificate has been delivered pursuant to Section ~~6.02(b~~5.01(c), the Borrower shall cause to be prepaid ~~the Term~~ Loans ~~in an amount~~ equal to (A) ~~50%~~ the Applicable ECF Percentage of Excess Cash Flow, if any, for the ~~fiscal year~~ Fiscal Year covered by such financial statements ~~(commencing with the fiscal year ended December 31, 2007)~~ minus (B) the ~~sum~~ aggregate principal amount of ~~(i)~~ all voluntary prepayments of ~~Term~~ Loans ~~during such fiscal year~~ and ABL Loans (~~ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments,~~ in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each ~~of the immediately preceding clauses (i) and (ii),~~ case to the extent such prepayments are not funded with ~~the~~ proceeds of Indebtedness~~; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1~~, ~~the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans~~ shall be ~~required under this~~ applied as a mandatory repayment in accordance with the requirements of Section ~~2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1~~2.08(b)(iv). (iiiv) ~~(A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by~~ Subject to Section ~~7.05(a~~2.08(b)(v), ~~(b), (c), (d) (in the case~~ each prepayment of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term Loans ~~in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required~~ pursuant to this Section ~~2.05(b)(ii)(A~~2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share. Notwithstanding the foregoing, with respect to ~~such~~ the Net Cash Proceeds of an event described in Section 2.08(b) (ii), the Borrower may use a portion of such Net Cash Proceeds ~~that~~ to prepay or repurchase Permitted Pari Passu Notes or Junior Lien Indebtedness or Permitted Pari Passu Term Loan Indebtedness with a Lien on the Collateral ranking pari passu with the Lien securing the Secured Obligations to the extent any Permitted Pari Passu Notes or Junior Lien Indebtedness or Permitted Pari Passu Term Loan Indebtedness requires the issuer or borrower thereof to prepay or make an offer to purchase such Permitted Pari Passu Notes or Junior Lien Indebtedness or Permitted Pari Passu Term Loan Indebtedness with the proceeds of such event described Section 2.08(b)(ii), in each case in amount not to exceed the product of (x) the amount of Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Permitted Pari Passu Notes or Junior Lien Indebtedness or Permitted Pari Passu Term Loan Indebtedness with a Lien on the Collateral ranking pari passu with the Liens securing the Secured Obligations and with respect to which such a requirement to prepay or make an offer to purchase exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Notes or Junior Lien Indebtedness and/or Permitted Pari Passu Term Loan Indebtedness and the outstanding principal amount of Term Loans. (v) The Borrower shall ~~have~~notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clause (i)(y), on (ii) or (iii) of this this Section 2.08(b) at least three (3) Business Days prior to the date of such ~~date~~prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of such Lender’s Pro Rata Share of the prepayment. Each Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, ~~given~~ the “Declined Proceeds”) of Term Loans required to be made pursuant to clause (i)(y), (ii) or (iii) of this Section 2.08(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York time) one Business Day after the date of ~~its intent~~ such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory prepayment of Term Loans to ~~reinvest~~ be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans. Subject to any requirements of any other Indebtedness, any Declined Proceeds remaining after offering such Declined Proceeds to Lenders in accordance with ~~Section 2.05(b)(ii)(B) (which notice~~ the terms hereof may ~~only~~ be ~~provided if no Event of Default has occurred and is then continuing);~~retained by the Borrower.

Appears in 3 contracts

Sources: Fifth Amendment and Restatement Agreement (Kindred Healthcare, Inc), Fourth Amendment and Restatement Agreement (Kindred Healthcare, Inc), Credit Agreement (Kindred Healthcare, Inc)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section ~~6.02(b~~6.02(a), the Borrower shall cause to be offered to be prepaid ~~the~~ in accordance with clause (b)(ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) ~~50%~~ the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements ~~(commencing with the fiscal year ended December 31, 2007)~~ minus (B) the sum of (i1) all voluntary prepayments of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(v) during such time) and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are ~~not~~ funded with the ~~proceeds~~ internally generated cash and, without duplication of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of any deduction from Excess Cash Flow ~~for the fiscal year covered by such financial statements and no payment of~~ in any ~~Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1~~prior period. (ii~~) (A~~) If (x) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by ~~Section 7.05(a~~Sections 7.05 (a), (b), (c), (d~~) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~), (e), (g), (h), (i), (k), (l), (nm) (except to the extent such property is subject to a Mortgage), (o), (p), (q), (s) or (ot)), or (y) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization or receipt by the Borrower or ~~such~~ Restricted Subsidiary of Net ~~Cash~~ Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net ~~Cash Proceeds~~ Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to 100% of all Net ~~Cash~~ Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided that no if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section ~~2.05(b)(ii)(A~~2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (iii) [Reserved]. (iv) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans; provided, further, that the Borrower may elect to apply prepayments pursuant to this Section 2.05(b) (1) to the Series B-3 Term Loans until such Series B-3 Term Loans are repaid in full, prior to any prepayment of Series B-4 Term Loans and (2) to Series B-4 Term Loans if accompanied by at least a pro rata prepayment of Series B-3 Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in direct order of maturity; and (C) each such ~~portion~~ prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such ~~Net Cash Proceeds that the~~ prepayment. (vii) The Borrower shall ~~have, on or prior to such date, given written notice to~~ notify the Administrative Agent in writing of ~~its intent~~ any mandatory prepayment of Term Loans required to ~~reinvest in accordance with~~ be made pursuant to clauses (i) through (iv) of this Section ~~2.05(b)(ii)(B~~2.05(b) at least four (~~which~~ 4) Business Days prior to the date of such prepayment. Each such notice ~~may only be provided if no Event~~ shall specify the date of ~~Default has occurred~~ such prepayment and ~~is then continuing);~~provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.

Appears in 3 contracts

Sources: Credit Agreement (Hilton Worldwide Holdings Inc.), Credit Agreement (Hilton Worldwide Holdings Inc.), Credit Agreement (Hilton Worldwide Holdings Inc.)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the ~~Borrower~~ Company shall cause to be prepaid ~~the~~ an aggregate amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, ~~2007~~2006) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is was less than ~~4.5:1~~5.00:1. (ii) (A) If (x) Holdings, the ~~Borrower~~ Company or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (~~in the case of clause (d)(i)~~ to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (f), (g), (h), (i), (~~l), (n~~j) or (on)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the ~~Borrower~~ Company or such Restricted Subsidiary of Net Cash Proceeds, the ~~Borrower~~ Company shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided ~~that~~ that, except with respect to a Disposition pursuant to Section 7.05(o), no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the ~~Borrower~~ Company shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);

Appears in 3 contracts

Sources: Credit Agreement (Sungard Capital Corp Ii), Credit Agreement (Sungard Capital Corp Ii), Credit Agreement (GL Trade Overseas, Inc.)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid ~~the~~ Term Loans in an aggregate principal amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year (or, in the case of the fiscal year ending December 31, 2007, for the period commencing on the Closing Date and ending on December 31, 2007) covered by such financial statements (commencing with the fiscal year ~~ended~~ ending December 31, 2007) minus (B) the sum of (without duplication) (i) all voluntary prepayments of Term Loans during such fiscal ~~year and~~ year, (ii) all voluntary prepayments of ~~Revolving Credit~~ Working Capital RC Loans during such fiscal year to the extent the ~~Revolving Credit~~ Working Capital RC Commitments are permanently reduced by the amount of such payments, and (iii) all mandatory prepayments of Term Loans pursuant to Section 2.06(b)(iv) in respect of such fiscal year, but in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that (x) the percentage of Excess Cash Flow specified in clause (A) above shall instead be 25% if the ~~Total~~ Rent Adjusted Leverage Ratio as of the last day of the fiscal year covered by such financial statements is was less than ~~5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount~~ or equal to ~~25% of Excess Cash Flow for the fiscal year covered by such financial statements~~ 5.25:1.00 but greater than 4.00:1.00 and (y) no payment of any Term Loans shall be required under this Section ~~2.05(b)(i~~2.06(b)(i) if the ~~Total~~ Rent Adjusted Leverage Ratio as of the last day of the fiscal year covered by such financial statements is was less than ~~4.5:1~~or equal to 4.00:1.00. (ii) (A) If (x) Holdings, the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (~~in the case of clause (d)(i)~~ to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (~~l),~~ j) or (n) ~~or (o)),~~ or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash ~~Proceeds~~ Proceeds, Term Loans in an aggregate principal amount equal to 100% of all Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided that no such prepayment shall be required pursuant to this Section ~~2.05(b)(ii)(A~~2.06(b)(ii) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section ~~2.05(b)(ii)(B~~2.06(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);

Appears in 3 contracts

Sources: Credit Agreement (Bloomin' Brands, Inc.), Credit Agreement (Cheeseburger-Ohio, Limited Partnership), Credit Agreement (Osi Restaurant Partners, LLC)

Mandatory. (i) Within ~~five~~ six (56) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended December 31, 2011) and the related Compliance Certificate has been delivered pursuant to Section ~~6.02(b~~6.02(a), the Borrower shall cause to be prepaid ~~the~~ an aggregate amount of Term Loans in an amount equal to (A) ~~50%~~ the Applicable ECF Percentage of Excess Cash Flow, if any, for the ~~fiscal year~~ Excess Cash Flow Period covered by such financial statements ~~(commencing with the fiscal year ended December 31, 2007)~~ minus (B) the sum of (i1) all voluntary prepayments of Term Loans during such fiscal year pursuant to Section 2.05(a) and the amount expended by any Purchasing Borrower Party to prepay any Term Loans pursuant to Section 2.05(c) or Section 10.07(k) and (ii2) all voluntary prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1. (ii) ~~(A)~~ If (x1) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by ~~Section 7.05(a~~▇▇▇▇▇▇▇ ▇.▇▇(▇)(▇), (b▇), (c▇), (~~d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~▇), (e▇), (g▇), (h▇), (i▇), (l▇), (n▇), (▇) or (oq)), or (y2) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization or receipt by the Borrower or ~~such~~ Restricted Subsidiary of Net ~~Cash~~ Proceeds, the Borrower shall cause to be offered to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net ~~Cash~~ Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net ~~Cash~~ Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided that if any Permitted Notes have been issued in compliance with Sections 7.01 and 7.03 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the First Lien Intercreditor Agreement, then the Borrower may, to the extent required pursuant to the terms of the documentation governing such Permitted Notes, prepay Term Loans and purchase such Permitted Notes (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof. (iii) If the Borrower or any Restricted Subsidiary (A) incurs or issues any Indebtedness after the Closing Date (x) pursuant to Section 7.03(s)(iii) or (y) that is not otherwise permitted to be incurred pursuant to Section 7.03, or (B) if any Refinancing Term Loans are borrowed, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom, in the case of clause (A) on or prior to the date which is six (6) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds and, in the case of clause (B), on the date of such incurrence. (iv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (v) Each prepayment of Term Loans pursuant to Section 2.05(b)(i), (ii) or (iii) shall (except to the extent that any Incremental Amendment, Term Loan Extension Amendment or Refinancing Term Loan Amendment provides that the Incremental Term Loans, Extended Term Loans or Refinancing Term Loans established thereby shall participate on a less than pro rata basis with any existing Class of Term Loans) be applied pro rata to each Class of Term Loans in direct order of maturity to repayments thereof required pursuant to Section 2.07(a); and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares, subject to clause (vi) of this Section 2.05(b). (vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clause (i) or (ii) of this Section ~~2.05(b)(ii)(A~~2.05(b) ~~with respect~~ at least four (4) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such ~~Net Cash Proceeds that~~ declined amounts, the ~~Borrower shall have, on or prior~~ “Declined Proceeds”) of Term Loans required to ~~such date, given~~ be made pursuant to clauses (i) and (ii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of ~~its intent~~ such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to ~~reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only~~ be ~~provided if no Event~~ rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of ~~Default has occurred and is then continuing);~~the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower.

Appears in 3 contracts

Sources: Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.)

Mandatory. (i) Within ~~five (5)~~ ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives any proceeds from any incurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, in each case, after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom in accordance with the requirements of Section 2.08(b)(iv). (ii) Within ten Business Days following each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section ~~6.01(a~~5.01(a) (commencing with Fiscal Year 2012) and the related ~~Compliance Certificate~~ compliance certificate has been delivered pursuant to Section ~~6.02(b~~5.01(c), the Borrower shall cause to be prepaid ~~the Term~~ Loans ~~in an amount~~ equal to (A) ~~50%~~ the Applicable ECF Percentage of Excess Cash Flow, if any, for the ~~fiscal year~~ Fiscal Year covered by such financial statements ~~(commencing with the fiscal year ended December 31, 2007)~~ minus (B) the ~~sum~~ aggregate principal amount of ~~(i)~~ all voluntary prepayments of ~~Term~~ Loans ~~during such fiscal year~~ and ABL Loans (~~ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments,~~ in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each ~~of the immediately preceding clauses (i) and (ii),~~ case to the extent such prepayments are not funded with ~~the~~ proceeds of Indebtedness~~; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1~~, ~~the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans~~ shall be ~~required under this~~ applied as a mandatory repayment in accordance with the requirements of Section ~~2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1~~2.08(b)(iv). (iiiv) ~~(A) If (x) the Borrower or any Restricted Subsidiary Disposes~~ Each prepayment of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term Loans ~~in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required~~ pursuant to this Section ~~2.05(b)(ii)(A~~2.08(b) ~~with respect~~ shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such ~~portion~~ tranche first, to accrued interest and fees due on the amount of the prepayment of such ~~Net Cash Proceeds that the Borrower shall have~~Loans; second, ~~on or prior to such date, given written notice~~ to the ~~Administrative Agent~~ scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of ~~its intent~~ maturity thereof; and third, to ~~reinvest~~ the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with ~~Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);~~such Lenders’ respective Pro Rata Share.

Appears in 3 contracts

Sources: Second Amendment and Restatement Agreement (Kindred Healthcare, Inc), Credit Agreement (Kindred Healthcare, Inc), Term Loan Credit Agreement (Kindred Healthcare, Inc)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section ~~6.02(b~~6.02(a), the Borrower shall cause to be prepaid ~~the~~ an aggregate Dollar Amount of Term Loans ~~in an amount~~ equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio ~~as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow~~ for the fiscal year covered by such financial statements was less than 4.0 and ~~no payment of any Loans~~ greater than or equal to 3.0 and (y) the ECF Percentage shall be ~~required under this Section 2.05(b)(i)~~ 0% if the Total Leverage Ratio ~~as of the last day of~~ for the fiscal year covered by such financial statements is was less than ~~4.5:1~~3.0. (ii) (A) If (x) ~~the Borrower~~ Parent or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (~~in the case of clause (d)(i)~~ to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (~~i), (l), (n~~m) or (o)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by ~~the Borrower~~ Parent or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate Dollar Amount of Term Loans ~~in an amount~~ equal to 100% of all Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds)~~ realized or received; provided that (1) no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) ), with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing) and (2) to the extent any applicable New Senior Secured Notes Indenture requires the Borrower to prepay or make an offer to purchase such New Senior Secured Notes with such Net Cash Proceeds, the amount of prepayment required pursuant to this Section 2.05(b)(ii)(A) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of the Term Loans and the denominator of which is the sum of the outstanding principal amount of the New Senior Secured Notes with respect to which such a requirement to prepay or make an offer to purchase exists and the outstanding principal amount of the Term Loans; provided further that the Borrower shall not be permitted to reinvest any such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) below if the Borrower applies any such Net Cash Proceeds to prepay or purchase New Senior Secured Notes and if the Borrower makes any such prepayment or purchase of New Senior Secured Notes, the Borrower shall prepay Term Loans in accordance with this paragraph within one (1) Business Day of such prepayment or purchase of New Senior Secured Notes without giving effect to clause (1) of the proviso above);.

Appears in 3 contracts

Sources: Credit Agreement (Freescale Semiconductor Holdings I, Ltd.), Credit Agreement (Freescale Semiconductor Holdings I, Ltd.), Credit Agreement (Freescale Semiconductor Inc)

Mandatory. (i) Within five ~~(5)~~ Business Days after financial statements have been (or were required to have been) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required to have been) delivered pursuant to Section ~~6.02(b~~6.02(a), the Borrower shall ~~cause to be prepaid the Term~~ prepay an aggregate principal amount of Loans ~~in an amount~~ equal to the excess (if any) of (A) 50% of Excess Cash ~~Flow, if any,~~ Flow for the ~~fiscal year covered by such financial statements~~ Fiscal Year of Borrower (commencing with the ~~fiscal year ended December 31~~Fiscal Year ending February 23, ~~2007~~2013) ~~minus~~ covered by (or which would have been covered by) such financial statements over (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the aggregate principal amount of Loans prepaid pursuant to Section 2.03(a) during the Fiscal Year of Holdings covered by (or which would have been covered by) such ~~payments~~financial statements, ~~in the case of each of the immediately preceding clauses (i) and (ii),~~ except to the extent such prepayments ~~are not funded~~ occurred in connection with ~~the proceeds~~ a refinancing of ~~Indebtedness~~such Loans with other Indebtedness (such prepayments to be applied as set forth in clause (v) below); provided that ~~if the Total Leverage Ratio as~~ (x) such percentage of ~~the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower~~ Excess Cash Flow shall ~~make prepayments of Loans in an aggregate amount equal~~ be reduced to 25% of such Excess Cash Flow ~~for~~ if the ~~fiscal year covered by~~ Consolidated Leverage Ratio at the end of such ~~financial statements~~ Fiscal Year is equal to or less than 3.00 to 1.00 but greater than 2.00 to 1.00 and ~~no payment of any Loans~~ (y) such prepayment shall not be required ~~under this Section 2.05(b)(i)~~ if the ~~Total~~ Consolidated Leverage Ratio as at the end of ~~the last day of the fiscal year covered by~~ such ~~financial statements~~ Fiscal Year is equal to or less than ~~4.5:1~~2.00 to 1.00. (ii) ~~(A)~~ If ~~(x)~~ the Borrower or any of its Restricted ~~Subsidiary~~ Subsidiaries Disposes of any property ~~or assets~~ (other than any Disposition of any property ~~or assets~~ permitted by Section 7.05(a), (b), (c), (d~~) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~), (e), (g), (~~h), (~~i~~), (l), (n~~) or (oj)~~), or (y~~) ~~any Casualty Event occurs,~~ which ~~in the aggregate~~ results in the realization ~~or receipt~~ by ~~the Borrower or~~ such ~~Restricted Subsidiary~~ Person of Net Cash Proceeds, the Borrower shall ~~cause~~ prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly (and in any event within ten Business Days) following receipt thereof by such Person (such prepayments to be ~~prepaid on~~ applied as set forth in clause (v) below); provided, however, that so long as no Event of Default shall have occurred and be continuing, the Borrower or ~~prior~~ any other Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets that the Borrower determines in good faith are used or useful in the business of the Borrower or the Restricted Subsidiaries (including acquisitions permitted under Section 7.03(h) and inventory) so long as (A) within ten Business Days of receiving such Net Cash Proceeds the Borrower shall have delivered a certificate to the ~~date which is ten~~ Administrative Agent stating that such Person intends to reinvest all or any portion of such Net Cash Proceeds in such assets, (10B) ~~Business Days~~ within 365 days after the ~~date of the realization or~~ receipt of such Net Cash Proceeds, the Borrower shall have entered into a binding commitment to reinvest such proceeds in such assets, and (C) such Net Cash Proceeds are reinvested in such assets within 180 days of the date such commitment is entered into (as certified by the Borrower in writing to the Administrative Agent); provided, further, however, that (A) if the property subject to such Disposition constituted Collateral under the Collateral Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Collateral Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Credit Parties in accordance with Section 6.12, and (B) pending reinvestment, any Net Cash Proceeds in respect of Term Priority Collateral in excess of $5.0 million shall be segregated from other funds of the Borrower and its Subsidiaries in a deposit account subject to a control agreement in favor of the Collateral Agent; and provided, further, however, that any Net Cash Proceeds not so reinvested within the time periods specified above shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.03(b)(ii). (iii) Upon the incurrence or issuance by Borrower or any of its Restricted Subsidiaries of any Refinancing Indebtedness or any Indebtedness not permitted to be incurred or issued pursuant to Section 7.02, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly (~~other than Excluded~~ and in any event within one week) following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below). (iv) Upon any Extraordinary Receipt being received by or paid to or for the account of Borrower or any of its Restricted Subsidiaries, and not otherwise included in clause (ii) of this Section 2.03(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash ~~Proceeds~~Proceeds received therefrom promptly (and in any event within ten Business Days) ~~received~~following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); ~~provided~~ provided, however, that ~~no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A)~~ with respect to any proceeds of insurance and condemnation awards (or payments in lieu thereof), and so long as no Event of Default shall have occurred and be continuing, such Person may apply such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received or to invest in assets that the Borrower determines in good faith are used or useful in the business of the Borrower or the Restricted Subsidiaries (including acquisitions permitted under Section 7.03(h) and inventory) so long as (A) within ten Business Days of receiving such Net Cash Proceeds the Borrower shall have delivered a certificate to the Administrative Agent stating that such Person intends to reinvest all or such portion of such Net Cash Proceeds ~~that~~ to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or to invest in such assets, (B) within 365 days after the receipt of such Net Cash Proceeds, the Borrower shall ~~have~~have entered into a binding commitment to reinvest such proceeds to replace or repair equipment, on fixed assets or ~~prior~~ real property or to invest in such assets, and (C) such Net Cash Proceeds are so used within 180 days of the date such commitment is entered into (as certified by the Borrower in writing to the Administrative Agent); provided, further, however, that (A) if the property subject to such ~~date~~Extraordinary Receipt constituted Collateral under the Collateral Documents, ~~given written~~ then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Collateral Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Credit Parties in accordance with Section 6.12 and (B) pending reinvestment, any Net Cash Proceeds in respect of Term Priority Collateral in excess of $5.0 million shall be segregated from the other funds of Holdings and its Subsidiaries in a deposit account subject to a control agreement in favor of the Collateral Agent; provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.03(b)(iv). (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.03(b) shall be allocated ratably between the Term Loans and, unless otherwise provided in the Additional Credit Extension Amendment providing for such other Class of Loans, each other Class of Loans and shall be applied to the remaining scheduled principal payments thereof in direct order of maturity (or as otherwise specified by the Borrower). Any Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Loans to be made pursuant to clause (i), (ii) or (iv) of this Section 2.03(b), to decline all (but not a portion) of its ~~intent~~ pro rata share of such prepayment (such declined amounts “Declined Proceeds”). Any Declined Proceeds shall be offered to ~~reinvest~~ the Lenders of the applicable Class or Classes not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in ~~accordance with~~ the manner specified by the Administrative Agent). Notwithstanding any of the other provisions of clauses (i), (ii), or (iv) of this Section ~~2.05(b)(ii)(B~~2.03(b), so long as no Default under Section 8.01(a) ~~(which notice may only be provided if no~~ or Section 8.01(f) or Event of Default ~~has~~ shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clauses (i), (ii), or (iv) of this Section 2.03(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is ~~then continuing~~less than or equal to $5.0 million, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i);, (ii), or (iv) of this Section 2.03(b) to be applied to prepay Loans exceeds $5.0 million. Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f) or an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.03(b) (without giving effect to the first sentence of this clause (v)) but which have not previously been so applied. Any prepayment of a LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amount required pursuant to Section 3.05. (vi) The Borrower shall deliver to the Administrative Agent, (x) at the time of each prepayment required under this Section 2.03(b), a certificate signed by a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (y) to the extent practicable, at least three days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid.

Appears in 3 contracts

Sources: Credit Agreement (Container Store Group, Inc.), Credit Agreement (Container Store Group, Inc.), Credit Agreement (Container Store Group, Inc.)

Mandatory. (ia) Within five (5) Business Days after financial statements have been delivered pursuant to Section ~~6.01(a~~6.01(1) and the related Compliance Certificate has been delivered pursuant to Section ~~6.02(b~~6.02(1), commencing with the delivery of financial statements for the fiscal year ended December 31, 2024, the Borrower ~~shall~~ shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or cause to be ~~prepaid the~~ prepaid, an aggregate principal amount of Term Loans ~~in an amount~~ (the “ECF Payment Amount”) equal to ~~(A)~~ 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements ~~(commencing with the fiscal year ended December 31, 2007)~~ minus ~~(B)~~ the sum of all voluntary prepayments of: (i) ~~all voluntary prepayments of~~ Term Loans ~~during~~ made pursuant to Sections 2.05(1)(a) and 2.05(1)(e) (in an amount, in the case of prepayments pursuant to Section 2.05(1)(e), equal to the discounted amount actually paid in respect of the principal amount of such ~~fiscal year~~ Term Loans and only to the extent that such Loans have been cancelled), (ii) ~~all voluntary prepayments~~ [reserved], and (iii) Revolving Loans (in each case of ~~Revolving Credit Loans during such fiscal year~~ this clause (iii), to the extent accompanied by a permanent reduction in the corresponding Revolving ~~Credit~~ Commitments ~~are permanently reduced by the amount of such payments~~or other revolving commitments), in the case of each of the immediately preceding clauses (i), (ii) and (iiiii), made during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(2)(a) for any prior fiscal year) or after the fiscal year-end but prior to the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of such fiscal year and in each case to the extent such prepayments are not funded with the proceeds of ~~Indebtedness~~Funded Debt (other than any Indebtedness under a Revolving Facility or any other revolving credit facilities); provided that (w) a prepayment of Term Loans pursuant to this 2.05(2)(a) in respect of any fiscal year shall only be required in the amount (if any) by which the ECF Payment Amount for such fiscal year exceeds $10.0 million, (x) the ECF Percentage shall be 25% if the ~~Total~~ Secured Net Leverage Ratio as of the ~~last day~~ end of the fiscal year covered by such financial statements is was less than ~~5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount~~ 4.75 to 1.00 and greater than or equal to ~~25% of Excess Cash Flow for~~ 4.50 to 1.00 and (y) the ~~fiscal year covered by such financial statements and no payment of any Loans~~ ECF Percentage shall be ~~required under this Section 2.05(b)(i)~~ 0% if the ~~Total~~ Secured Net Leverage Ratio as of the ~~last day~~ end of the fiscal year covered by such financial statements is was less than ~~4.5:1~~4.50 to 1.00. (~~ii) (A~~b) If (x) the Borrower or any ~~Restricted~~ Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), makes an Asset Sale or (y) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization or receipt by the Borrower or such ~~Restricted~~ Subsidiary of Net Proceeds, the Borrower shall, within one (1) Business Day of Borrower’s or any Subsidiary’s receipt or realization of such Net Proceeds, prepay, or cause to be prepaid, an aggregate principal amount of Term Loans equal to 100% of all Net Proceeds realized or received; provided that, with respect to Net Proceeds not to exceed $75 million in the aggregate following the Closing Date, Borrower may (i) within one (1) Business Day of Borrower’s or any Subsidiary’s receipt or realization of such Net Proceeds, cause 100% of Net Proceeds to be deposited in a Cash Collateral Account and notify the Administrative Agent of B▇▇▇▇▇▇▇’s intent to reinvest such Net Proceeds in accordance with the following clause (ii), and (ii) reinvest such Net Proceeds in assets useful for their business and constituting Collateral (including, for the avoidance of doubt, capital expenditures solely with respect to assets that are, or immediately become Collateral) within twelve (12) months following receipt of such Net Proceeds; provided further that if any Net Proceeds are no longer intended to be or cannot be so reinvested at any time after such reinvestment election, or are not so reinvested within twelve (12) months, and subject to clauses (g) and (h) of this Section 2.05(2), an amount equal to any such Net Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested or timely reinvested to the prepayment of the Term Loans as set forth in this Section 2.05(b). (c) [Reserved]. (d) If the Borrower or any Subsidiary incurs or issues any Indebtedness (i) not expressly permitted to be incurred or issued pursuant to Section 7.02 resulting in Net Proceeds, the Borrower shall prepay, or cause to be ~~prepaid~~ prepaid, an aggregate principal amount of Term Loans equal to 100% of all Net Proceeds received therefrom on or prior to the date which is ~~ten~~ five (105) Business Days after the ~~date of~~ receipt by the ~~realization~~ Borrower or ~~receipt~~ such Subsidiary of such Net ~~Cash Proceeds~~ Proceeds. (A) Except as otherwise set forth in any Incremental Amendment, each prepayment of Term Loans required by Sections 2.05(2)(a), (b) and (d)(i) shall be allocated (x) prior to the Discharge of First Out Term Loans, to the prepayment of First Out Term Loans, and (y) after the Discharge of First Out Term Loans, to any Class of Term Loans outstanding as directed by the Borrower, shall be applied pro rata to Term Lenders within such Class of Term Loans, based upon the outstanding principal amounts owing to each such Term Lender under such Class of Term Loans and, in each case with respect to clauses (x) and (y), shall be applied to reduce such remaining scheduled installments of principal within such Class of Term Loans in direct order of maturity; provided that (B) such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that any Class of Incremental Term Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans), and (C) in the event that there are two or more outstanding Classes of Term Loans with the same Maturity Date, such prepayments may not be directed to any such Class of Term Loans without at least a pro rata repayment of any Classes of Term Loans maturing on the same date (except that any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans with the same Maturity Date may be prepaid prior to such Class of Term Loans maturing on the same date), and (D) each prepayment of Term Loans required by Section 2.05(2)(d)(ii) shall be allocated (x) prior to the Discharge of First Out Term Loans, to the prepayment of First Out Term Loans, and (y) after the Discharge of First Out Term Loans, to any Class or Classes of Term Loans being refinanced as directed by the Borrower and shall be applied pro rata to Term Lenders within each such Class, based upon the outstanding principal amounts owing to each such Term Lender under each such Class of Term Loans. (f) If for any reason the aggregate Outstanding Amount of Revolving Loans and L/C Obligations at any time exceeds the aggregate Revolving Commitments then in effect, the Borrower shall promptly prepay Revolving Loans or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(2)(f) unless after the prepayment in full of the Revolving Loans such aggregate Outstanding Amount of L/C Obligations exceeds the aggregate Revolving Commitments then in effect. (g) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (a) through (d) of this Section 2.05(2) at least three (3) Business Days prior to the date of such prepayment (provided that, in the case of clause (b) or (d) of this Section 2.05(2), the Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by the Borrower. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (a), (b) and (d)(i) of this Section 2.05(2) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m., New York time, one (1) Business Day after the date of such L▇▇▇▇▇’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds remaining shall be retained by the Borrower (or the applicable Subsidiary) and may be applied by the Borrower or such Subsidiary in any manner not prohibited by this Agreement. (h) Notwithstanding any other provisions of this Section 2.05(2), (A) to the extent that any or all of the Net Proceeds of any Asset Sale by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.05(2)(b) (a “Foreign Asset Sale”), the Net Proceeds of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”) or all or a portion of Excess Cash Flow are prohibited or delayed by applicable local law from being repatriated to the United States, an amount equal to ~~100%~~ the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.05(2) so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions under the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow is permitted under the applicable local law, an amount equal to such Net Proceeds or Excess Cash Flow permitted to be repatriated will be promptly (and in any event not later than two (2) Business Days after any such repatriation) applied (net of additional taxes that are or would be payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.05(2) to the extent otherwise provided herein and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Asset Sale or Foreign Casualty Event or Excess Cash Flow would have a material adverse tax consequence (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Proceeds or Excess Cash Flow, an amount equal to the Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.05(2). (i) All prepayments under this Section 2.05 (other than ~~Excluded Net Cash Proceeds~~prepayments of Base Rate Revolving Loans that are not made in connection with the termination or permanent reduction of Revolving Commitments) ~~received; provided that no~~ shall be accompanied by all accrued interest thereon, together with, in the case of any such prepayment ~~shall be~~ of a SOFR Loan on a date prior to the last day of an Interest Period therefor, any amounts owing in respect of such SOFR Loan pursuant to Section 3.05. (j) Notwithstanding anything in this Section 2.05(2) to the contrary, until the Discharge of First Out Term Loans, all prepayments required pursuant to this Section ~~2.05(b)(ii)(A~~2.05(2) shall be applied to prepay First Out Term Loans, other than any prepayments pursuant to clause 2.05(2)(f), which may be applied to Revolving Loans. Notwithstanding any of the other provisions of this Section 2.05, so long as no Event of Default shall have occurred and be continuing, if any prepayment of SOFR Loans is required to be made under this Section 2.05 prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.05 in respect of any such SOFR Loan prior to the last day of the Interest Period therefor, the Borrower may, in its discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with ~~respect~~ accrued interest to ~~such portion~~ the last day of such ~~Net~~ Interest Period into a Cash ~~Proceeds that~~ Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall ~~have~~also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.05. Such deposit shall be deemed to be a prepayment of such Loans by the Borrower for all purposes under this Agreement. Additionally, notwithstanding anything else in this Agreement to the contrary, in the event that any Term Loan of any Lender would otherwise be repaid or prepaid from the proceeds of other Term Loans being funded on the date of such repayment or ~~prior~~ prepayment, if agreed to by the Borrower and such ~~date, given written notice~~ Lender and notified to the Administrative Agent prior to the date of ~~its intent to reinvest~~ the applicable repayment or prepayment, all or any portion of such Lender’s Term Loan that would have otherwise been repaid or prepaid in ~~accordance with Section 2.05(b)(ii)(B) (which notice~~ connection therewith may ~~only~~ be ~~provided if no Event of Default has occurred and is then continuing);~~converted on a “cashless roll” basis into a new Term Loan.

Appears in 3 contracts

Sources: Super Priority Credit Agreement (WideOpenWest, Inc.), Super Priority Credit Agreement (WideOpenWest, Inc.), Credit Agreement (WideOpenWest, Inc.)

Mandatory. (i) ~~Within~~ Prior to the consummation of a Qualified MLP IPO, within five ~~(5)~~ Business Days after the delivery of financial statements ~~have been delivered~~ pursuant to ~~Section 6.01(a~~Sections 8.03(b) and (c), commencing with the financial statements for the Fiscal Quarter ending March 31, 2014, the Borrower shall pay to the Administrative Agent without duplication and for application in accordance with Section 2.04(b)(viii), an aggregate amount equal to (x) 75.0% of the Excess Cash Flow for the applicable Fiscal Quarter minus (y) the amount of voluntary prepayments of Term Advances under Section 2.04(a) during such Fiscal Quarter paid from Internally Generated Cash and (z) the amount of mandatory prepayments of Term Loans under this Section 2.04(b) during such Fiscal Quarter (other than subclause (i)(x) of this clause (b)) to the extent made from amounts that increased Net Income. No mandatory prepayments shall be required from Excess Cash Flow following the consummation of a Qualified MLP IPO. (ii) If no later than the fifth Business Day following the date of receipt of any Asset Sale Proceeds by any of the Loan Parties (other than in respect of (A) any sale, transfer or other disposition permitted under Sections 8.02(e)(i) through (v), (vii) and (viii) and (B) sales, leases or licenses out of other assets for aggregate consideration of less than $750,000 with respect to any transaction or series of related ~~Compliance Certificate has been delivered pursuant to Section 6.02(b~~transactions and less than $1,000,000 in the aggregate during any Fiscal Year), the Borrower shall ~~cause to be prepaid the Term Loans~~ not have delivered a Reinvestment Notice in ~~an amount equal to (A) 50% of Excess Cash Flow~~respect thereof, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, then the Borrower shall ~~make prepayments of Loans~~ pay to the Administrative Agent without duplication and for application in accordance with Section 2.04(b)(viii), an aggregate amount equal to ~~25%~~ the amount of ~~Excess Cash Flow for~~ such Asset Sale Proceeds; provided that, if the ~~fiscal year covered by such financial statements and no payment~~ Borrower shall have delivered a Reinvestment Notice in respect of any ~~Loans~~ Asset Sale Proceeds, then (1) the Loan Parties shall be ~~required under this~~ permitted to use such Asset Sale Proceeds to make a Permitted Investment to the extent that such Asset Sale Proceeds are applied by a Loan Party to such Permitted Investment within 12 months of such Asset Sale, and (2) to the extent that the conditions set forth in clause (1) above are not satisfied, no later than the first Business Day following the failure by the Borrower to satisfy such conditions, the Borrower shall pay to the Administrative Agent without duplication and for application in accordance with Section ~~2.05(b)(i~~2.04(b)(viii), an aggregate amount equal to the remaining amount (if any) ~~if the Total Leverage Ratio as~~ of ~~the last day of the fiscal year covered by~~ such ~~financial statements is less than 4.5:1~~Asset Sale Proceeds not otherwise applied pursuant to clause (1). (iiiii) Within one Business Day of the receipt of any Debt Proceeds by any of the Loan Parties the Borrower shall pay to the Administrative Agent without duplication and for application in accordance with Section 2.04(b)(viii), an aggregate amount equal to such Debt Proceeds. (iv) (A) ~~If (x)~~ If, no later than the ~~Borrower or any Restricted Subsidiary Disposes~~ fifth Business Day following the date of receipt of any ~~property~~ Insurance Proceeds or ~~assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition~~ Eminent Domain Proceeds by any ~~Restricted Subsidiary to a~~ of the Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash ProceedsParties, the Borrower shall ~~cause to be prepaid on or prior to the date which is ten (10) Business Days after the date~~ not have delivered written notice of a Responsible Officer of the ~~realization~~ Borrower that the Borrower intends to deliver a Reinvestment Notice or ~~receipt of such Net Cash Proceeds Term Loans~~ Repair Notice pursuant to Section 8.01(x)) in ~~an amount equal to 100% of all Net Cash Proceeds~~ respect thereof (other than ~~Excluded Net Cash Proceeds~~Insurance Proceeds in respect of an Electrabel Termination Event, which shall, for the avoidance of doubt be applied within such five Business Day period in accordance with Section 2.04(b)(viii) ~~received;~~ as provided ~~that no such prepayment shall be required pursuant to~~ in this ~~Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that~~ paragraph), then the Borrower shall ~~have, on or prior to such date, given written notice~~ pay to the Administrative Agent ~~of its intent to reinvest~~ without duplication and for application in accordance with Section ~~2.05(b)(ii)(B~~2.04(b)(viii) ~~(which~~ an aggregate amount equal to the amount of such Insurance Proceeds or Eminent Domain Proceeds, as applicable; provided that, if the Borrower shall have delivered any such notice ~~may only~~ in respect of any such Insurance Proceeds or Eminent Domain Proceeds, then the Loan Parties shall be ~~provided if no Event of Default has occurred and is then continuing~~permitted to apply such proceeds in accordance with Section 8.01(x);.

Appears in 2 contracts

Sources: Credit and Guaranty Agreement (Enviva Partners, LP), Credit and Guaranty Agreement (Enviva Partners, LP)

Mandatory. (i) Within ~~five~~ ten (510) Business Days after financial statements have been delivered pursuant to Section ~~6.01(a~~6.01(a)(i) and the related Compliance Certificate has been delivered pursuant to Section ~~6.02(b~~6.02(a), but in any event not later than one hundred and twenty days (120) plus ten (10) Business Days after the end of each fiscal year of the Borrower beginning with the fiscal year ended January 31, 2017, the Borrower shall ~~cause to be prepaid the~~ prepay an aggregate principal amount of Term Loans in an amount equal to (A) 50% ~~of Excess Cash Flow, if any, for the fiscal year covered by such financial statements~~ (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year as may be adjusted pursuant to the ~~extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i~~proviso below) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements commencing with the first full fiscal year ended after the Closing Date minus (B) the aggregate amount of voluntary principal prepayments of the Term Loans pursuant to Section 2.03(a)(i) during such fiscal year minus (C) the aggregate discounted amount actually paid in cash by the Borrower Purchasing Parties in connection with all Discounted Voluntary Prepayments pursuant to Section 2.03(a)(iii) during such fiscal year (in the case of clauses (B) and ~~no payment~~ (C), except in the case of ~~any Loans~~ prepayments financed with long-term Indebtedness); provided that such percentage shall be ~~required under this Section 2.05(b)(i)~~ reduced to 25% or 0% if the ~~Total~~ Secured Net Leverage Ratio as of the last day of the prior fiscal year ~~covered by such financial statements is~~ was less than ~~4.5:1~~4.00:1.00 or 3.50:1.00, respectively. (ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of (i) assets comprising the ABL Priority Collateral or (ii) any property or assets by the Borrower or any of its Restricted Subsidiaries permitted by Section 7.05(a), (b), (c), (d~~) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~), (e), (gf), (h), (i), (lj), (nk), (l) or (~~o)),~~ m) or (y) any Casualty Event (other than any Casualty Event with respect to assets comprising the ABL Priority Collateral) occurs, ~~which~~ and any transaction or series of related transactions described in the ~~aggregate~~ foregoing clauses (x) and (y) results in the realization or receipt by the Borrower ~~or such~~ and its Restricted ~~Subsidiary~~ Subsidiaries of Net Cash ~~Proceeds~~Proceeds in excess of $5,000,000 (any such transaction or series of related transactions being a “Relevant Transaction”), then if such Relevant Transaction, together with all other Relevant Transactions occurring in the ~~Borrower shall cause to be prepaid on or prior to~~ same fiscal year of the ~~date which is ten (10) Business Days after the date of~~ Borrower, would result in the realization or receipt by the Borrower and its Restricted Subsidiaries of aggregate Net Cash Proceeds in excess of $10,000,000, the Borrower shall, except to the extent the Borrower elects to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.03(b)(ii)(B), prepay an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received from such Relevant Transaction within ten (~~other than Excluded Net Cash Proceeds~~10) ~~received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion~~ Business Days of ~~such Net Cash Proceeds that~~ receipt thereof by the Borrower ~~shall have, on~~ or ~~prior to~~ such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);Restricted Subsidiary.

Appears in 2 contracts

Sources: Second Lien Credit Agreement (At Home Group Inc.), First Lien Credit Agreement (At Home Group Inc.)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term Loans in an amount equal to If (A) ~~50%~~ the Company or any of ~~Excess Cash Flow~~its Subsidiaries Disposes of any Collateral other than (x) Dispositions under Section 7.24(i) or Section 7.24(ii); (y) any Disposition of Equity Interests in a Restricted Subsidiary that hold only Excluded Assets, ~~if any~~or (z) as a result of the consummation of the Spin-Off (a “Mandatory Prepayment Disposition”), ~~for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus~~ or (B) the ~~sum~~ Company or any of ~~(i)~~ its Restricted Subsidiaries suffers an Event of Loss, which in each case, together with all ~~voluntary prepayments~~ other Mandatory Prepayment Dispositions made and Events of ~~Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to~~ Loss suffered at any time since the ~~extent~~ Original Closing Date, result in the ~~Revolving Credit Commitments are permanently reduced~~ realization by the Loan Parties, collectively, of Net Cash Proceeds from Mandatory Prepayment Dispositions and Events of Loss in an aggregate amount in excess of $75,000,000 (for the avoidance of doubt, excluding any Net Cash Proceeds excluded under the preceding subclause (i)(A)(x)), the Company shall in each case prepay, within three Business Days after receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such ~~payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness~~Net Cash Proceeds; provided that if the Company’s Total Leverage ~~Ratio~~ Ratio, as of determined by the ~~last day of the fiscal year covered by such financial statements~~ Compliance Certificate most recently delivered pursuant to Section 7.01(e), is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1. (ii) (A) If (x) ~~the Borrower~~ greater than or ~~any Restricted Subsidiary Disposes~~ equal to 2.00:1.00 but less than 2.50:1.00, such percentage shall be reduced to 75% of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o))such Net Cash Proceeds, or (y) ~~any Casualty Event occurs~~less than 2.00:1.00, ~~which in the aggregate results in the realization or receipt by the Borrower or~~ such ~~Restricted Subsidiary~~ percentage shall be reduced to 50% of such Net Cash Proceeds; provided, further, that (x) with respect to all or a portion of any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i)(A), at the ~~Borrower shall cause~~ election of the Company (as notified by the Company to ~~be prepaid~~ the Administrative Agent on or prior to ~~the date which is ten (10)~~ such third Business ~~Days after the date of the realization or~~ Day following receipt of such Net Cash Proceeds ~~Term~~ of Dispositions of Collateral), and so long as no Default shall have occurred and be continuing, the Company or such Subsidiary may reinvest Net Cash Proceeds arising from such Disposition in operating assets which constitute Collateral within 365 days after the receipt of such Net Cash Proceeds and (y) with respect to any Net Cash Proceeds of casualty insurance or condemnation awards realized due to an Event of Loss described in this Section 2.05(b)(i)(B), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to such third Business Day following receipt of such Net Cash Proceeds of casualty insurance or condemnation awards), and so long as no Default shall have occurred and be continuing, the Company or such Subsidiary may apply within 365 days (or, if such replacement or repair could not reasonably completed within 365 days, such period shall be extended for a reasonable period of time to permit completion of such replacement and repair so long as the replacement or repair of the asset or assets that suffered the Event of Loss is being diligently pursued by the Company or such Subsidiary) after the receipt of such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received; and provided further, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans. (ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness permitted under Section 7.14), the Company shall prepay an aggregate principal amount of Loans ~~in an amount~~ equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary. (iii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than ~~Excluded Net Cash Proceeds~~the L/C Borrowings) ~~received; provided that no~~ in an aggregate amount equal to such ~~prepayment shall be required~~ excess. (iv) Prepayments made pursuant to this Section ~~2.05(b)(ii)(A~~2.05(b), first, except to the extent that the Incremental Term Lenders under an Incremental Term Facility have otherwise agreed, shall be applied ratably to the outstanding Loans under the Initial Term Facility and each Incremental Term Facility, if any, second, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, third, except to the extent that the Incremental Revolving Credit Lenders under an Incremental Revolving Credit Facility have otherwise agreed, shall be applied ratably to the outstanding Loans under the Initial Revolving Credit Facility and each Incremental Revolving Credit Facility, if any, and, fourth, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments required pursuant to clause (i) ~~with respect to~~ through (iii) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Loans outstanding at such ~~portion~~ time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such ~~Net~~ prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Revolving Credit Facility and any Incremental Revolving Credit Facility shall be automatically and permanently reduced on a pro rata basis by the Reduction Amount as set forth in Section 2.06(b)(i). Upon the drawing of any Letter of Credit that has been Cash ~~Proceeds that~~ Collateralized, the ~~Borrower~~ funds held as Cash Collateral shall ~~have, on~~ be applied (without any further action by or ~~prior to such date, given written~~ notice to or from the ~~Administrative Agent of its intent~~ Company or any other Loan Party) to ~~reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);~~reimburse the L/C Issuers or the Revolving Credit Lenders, as applicable.

Appears in 2 contracts

Sources: Credit Agreement (Madison Square Garden Entertainment Corp.), Credit Agreement (MSG Networks Inc.)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending December 31, 2015) and the related Compliance Certificate has been delivered pursuant to Section ~~6.02(b~~6.02(a), the Borrower shall cause to be offered to be prepaid ~~the~~ in accordance with clause (b)(ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) ~~50%~~ the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements ~~(commencing with the fiscal year ended December 31, 2007)~~ minus (B) the sum of (i1) all voluntary prepayments of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(v) and Term Loans prepaid at a discount to par pursuant to Dutch Auctions during such time, in each case, up to the actual cash purchase price thereof during such time) and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are ~~not~~ funded with the ~~proceeds~~ internally generated cash or borrowings under the Revolving Credit Facility and, without duplication of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of any deduction from Excess Cash Flow ~~for the fiscal year covered by such financial statements and no payment of~~ in any ~~Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1~~prior period. (ii) ~~(A)~~ If (x) ~~the Borrower~~ Holdings or any of its Restricted ~~Subsidiary~~ Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by ~~Section 7.05(a~~Sections 7.05 (a), (b), (c), (d~~) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~), (e), (g), (hh)(i), (i), (l), (n), (o), (p), (r), (s), (t) or (ou)), or (y) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization or receipt by ~~the Borrower~~ Holdings or ~~such~~ Restricted Subsidiary of Net ~~Cash~~ Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by Holdings or any Restricted Subsidiary of such Net ~~Cash Proceeds~~ Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to 100% of all Net ~~Cash~~ Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided that no if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Liens securing Obligations) pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section ~~2.05(b)(ii)(A~~2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (iii) If Holdings or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(x) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by Holdings or such Restricted Subsidiary of such Net Proceeds. (iv) If a Parent IPO occurs after the Closing Date, the Borrower shall cause to be offered to be prepaid Term Loans in an aggregate principal amount equal to 100% of the Declined IPO Proceeds (as defined in the Bridge Loan Agreement) on or prior to the date which is the later of (A) five (5) Business Days after the receipt by Holdings or the Borrower of such Parent IPO Proceeds and (B) one (1) Business Day after notice to the Borrower in accordance with Section 2.05(b) of the Bridge Loan Agreement that any Parent IPO Proceeds constitute Declined IPO Proceeds (as defined in the Bridge Loan Agreement). (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid (in any event, within five Business Days) Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in direct order of maturity; and (C) each such ~~portion~~ prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such ~~Net Cash Proceeds that the~~ prepayment. (vii) The Borrower shall ~~have, on or prior to such date, given written notice to~~ notify the Administrative Agent in writing of ~~its intent~~ any mandatory prepayment of Term Loans required to ~~reinvest in accordance with~~ be made pursuant to clauses (i) through (iv) of this Section ~~2.05(b)(ii)(B~~2.05(b) at least four (~~which~~ 4) Business Days prior to the date of such prepayment. Each such notice ~~may only be provided if no Event~~ shall specify the date of ~~Default has occurred~~ such prepayment and ~~is then continuing);~~provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.

Appears in 2 contracts

Sources: Credit Agreement (Travelport Worldwide LTD), Credit Agreement (Travelport LTD)

Mandatory. (i) ~~Within five (5) Business Days after financial statements have been delivered pursuant~~ The Borrower shall, on the last day of the Marriott Bond Tender Period, prepay one or more Groups of Term Advances in an aggregate principal amount equal to ~~Section 6.01(a) and~~ the ~~related Compliance Certificate has been delivered pursuant to Section 6.02(b)~~excess, if any, of the ~~Borrower shall cause to be prepaid the~~ aggregate principal amount of all Term ~~Loans in~~ Advances then outstanding over an amount equal to the aggregate Term Commitments on the Closing Date (without regard to any later reduction or termination thereof) less the aggregate principal amount of Retained Marriott Bonds then outstanding. (ii) The Borrower shall, subject to clause (vii) of this Section 2.06(b), on the date of receipt by any Loan Party of the Net Cash Proceeds from: (A) ~~50%~~ the sale, lease, transfer or other disposition of ~~Excess Cash Flow~~any business or fixed or capital assets of the Borrower or any of its Subsidiaries (other than (i) any sale, ~~if any~~lease, transfer or other disposition of assets pursuant to clauses (i) through (vii) of Section 5.02(e), (ii) any sale, transfer or other disposition of synergy related assets to the extent such proceeds are reinvested in similar assets for the ~~fiscal year covered by such financial statements~~ purpose of achieving the planned synergy cost savings and (~~commencing with~~ iii) other sales in an aggregate amount not to exceed $10,000,000 in Net Cash Proceeds in any Fiscal Year of the ~~fiscal year ended December 31, 2007) minus~~ Borrower and $30,000,000 in Net Cash Proceeds over the term of the Facilities), (B) the ~~sum~~ sale or issuance by the Parent Guarantor of any capital stock or other ownership or profit interest, or any warrants, rights or options to acquire capital stock or other ownership or profit interest (iother than equity contributions hereafter made by Sodexho to the Parent Guarantor and stock options or warrants currently outstanding or hereafter issued pursuant to any stock option, plan or other compensation arrangement approved by the Borrower's or the Parent Guarantor's Board of Directors), (C) ~~all voluntary prepayments~~ any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries and not otherwise included in clause (A) or (B) above, prepay, ratably, the Advances in a Group or Groups of Term ~~Loans during such fiscal year~~ Advances in an aggregate principal amount equal to (x) in the case of clause (A) above, 100%, (y) in the case of clause (B) above, 50% and (iiz) ~~all voluntary prepayments~~ in the case of ~~Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by~~ clause (C) above, 70% of the amount of such ~~payments~~Net Cash Proceeds. Each such prepayment shall be applied pro rata to the Term Advances of the several Lenders included in such Group or Groups and shall reduce pro rata the remaining installments set forth in Section 2.04(a); provided that, in the case of clause (B) only, no such prepayment shall be required if the Leverage Ratio is less than 3.0:1.0 as at the end of each of the immediately preceding ~~clauses~~ two consecutive Fiscal Quarters of the Borrower or in the event that the senior unsecured non-credit-enhanced Debt of the Parent Guarantor or the Borrower obtains a rating of Baa3 or higher by ▇▇▇▇▇'▇ or BBB- or higher by S&P. (iii) The Borrower shall, subject to clause (vii) of this Section 2.06(b), on the tenth day following the date of delivery of the audited financial statements contemplated by Section 5.03(c), commencing with the four Fiscal Quarters ended August 1999, prepay ratably, the Advances in a Group or Groups of Term Advances in an aggregate principal amount equal to fifty percent (50%) of the Excess Cash Flow in excess of $5,000,000 for such Fiscal Year. Each such prepayment shall be applied pro rata to the Term Advances of the several Lenders included in such Group or Groups and shall reduce the remaining installments set forth in Section 2.04(a) in direct order of maturity; provided that such prepayment shall not be required if the Leverage Ratio is less than 3.0:1.0 as at the end of each of the immediately preceding two consecutive Fiscal Quarters of the Borrower or in the event that the senior unsecured non-credit-enhanced Debt of the Parent Guarantor or the Borrower obtains a rating of Baa3 or higher by ▇▇▇▇▇'▇ or BBB- or higher by S&P. (iv) The Borrower shall, on each Business Day, prepay ratably the Advances in a Group or Groups of Revolving Credit Advances and/or prepay Letter of Credit Advances in an aggregate principal amount equal to the amount by which the sum of the aggregate principal amount of the Revolving Credit Advances and the Letter of Credit Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding exceeds the aggregate Revolving Credit Facility Commitments on such Business Day. (v) Prepayments of the Revolving Credit Facility made pursuant to clause (iv) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full and second applied to prepay Groups of Revolving Credit Advances then outstanding until such Advances are paid in full. (vi) All prepayments under this subsection (b) shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid. (vii) If any prepayment pursuant to clause (i) ~~and~~ or (ii)) above would otherwise be required to be made on a day on which the aggregate principal amount of Term Advances that are Base Rate Advances and the aggregate principal amount of Term Advances that are Eurodollar Rate Advances with Interest Periods ending on such day is less than the amount of such prepayment, such prepayment may, at the election of the Borrower, be deferred, but only to the extent of such ~~prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of~~ shortfall, until the last day of the ~~fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments~~ next ending Interest Period in respect of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1Term Advances. (ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);

Appears in 2 contracts

Sources: Credit Agreement (Sodexho Alliance S A), Credit Agreement (Sodexho Mariott Services Inc)

Mandatory. (i) ~~Within~~ For each Fiscal Year commencing with the Fiscal Year ending on or about December 31, 2011, within five ~~(5)~~ Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section ~~6.02(b~~6.02(a), (or, if not delivered when required hereunder, after such financial statements and Compliance Certificate are required to be delivered pursuant to Sections 6.01(a) and 6.02(a), respectively) the Borrower shall ~~cause to be prepaid the Term~~ prepay an aggregate principal amount of Loans ~~in an amount~~ equal to ~~(A) 50%~~ the Excess Cash Flow Percentage of Excess Cash ~~Flow, if any,~~ Flow for the ~~fiscal year~~ Fiscal Year covered by such financial statements (~~commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary~~ such prepayments ~~of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year~~ to ~~the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments,~~ be applied as set forth in ~~the case of each of the immediately preceding~~ clauses (ivii), (ix) and (iix) below), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1. (ii) ~~(A)~~ If ~~(x) the Borrower or~~ any ~~Restricted Subsidiary~~ Loan Party Disposes of any property or assets (other than any Disposition of any property ~~or assets~~ permitted by Section ~~7.05(a~~7.04(a), (b), (c), (d), or (e) ~~(in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~or Section 7.05(a), (eb), (gd), (f), (h), ) or (i)~~, (l), (n~~) ~~or (o)), or (y) any Casualty Event occurs,~~ which ~~in the aggregate~~ results in the realization ~~or receipt~~ by ~~the Borrower or~~ such ~~Restricted Subsidiary~~ Person of Net Cash ~~Proceeds~~Proceeds in excess of $500,000 or such Loan Party receives cash proceeds from insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings) or condemnation or eminent domain proceeds, the Borrower shall ~~cause~~ prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds promptly (but in any event within one (1) Business Day thereafter) upon receipt thereof by such Person (such prepayments to be ~~prepaid~~ applied as set forth in clauses (vii), (ix) and (x) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or cash proceeds of insurance or condemnation or eminent domain described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date such payment would otherwise be due), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds or proceeds of insurance or condemnation or eminent domain in operating assets or to replace or repair the equipment, fixed assets or real property in respect of which ~~is ten~~ such cash proceeds were received so long as within three hundred and sixty-five (10365) ~~Business Days~~ days after the ~~date of the realization or~~ receipt of such Net Cash Proceeds, (x) such purchase, replacement, repair or reimbursement shall have been consummated or (y) the Borrower or such Subsidiary shall have entered into a binding contract to consummate such purchase, replacement, repair or reimbursement within three hundred and sixty-five (365) days after the date of such binding agreement and shall thereafter complete such purchase, replacement, repair or reimbursement in such three hundred and sixty-five (365) day period (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds ~~Term~~ not subject to such definitive agreement or so reinvested within such required time periods shall be immediately applied to the prepayment of the Loans as set forth in this clause (ii) and clauses (vii), (ix) and (x) below. (iii) Upon the sale or issuance by any Loan Party of any of its Equity Interests (other than Excluded Issuances), the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom promptly (but in any event within one (1) Business Day thereafter) upon receipt thereof by such Loan Party (such prepayments to be applied as set forth in clauses (vii), (ix) and (x) below). (iv) Upon the incurrence or issuance by any Loan Party of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly (~~other than Excluded~~ but in any event within one (1) Business Day thereafter) upon receipt thereof by such Loan Party (such prepayments to be applied as set forth in clauses (vii), (ix) and (x) below). (v) Upon the receipt by any Loan Party or any of its Subsidiaries of any Specified Equity Contribution, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash ~~Proceeds~~Proceeds received therefrom within two (2) ~~received; provided that no~~ Business Days upon receipt thereof by such ~~prepayment shall~~ Loan Party or such Subsidiary (such prepayments to be ~~required pursuant~~ applied as set forth in clauses (vii), (ix) and (x) below). (vi) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party, and not otherwise included in clause (ii), (iii), (iv) or (v) or of this Section ~~2.05(b)(ii)(A~~2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds in excess of $500,000 received therefrom immediately upon receipt thereof by such Loan Party (such prepayments to be applied as set forth in clauses (vi), (viii) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds resulting from Extraordinary Receipts, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date such payment would otherwise be due), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within three hundred and sixty-five (365) days after the receipt of such Net Cash Proceeds, (x) such reinvestment shall have been consummated or (y) the Borrower or such Subsidiary shall have entered into a binding contract to consummate such reinvestment within three hundred and sixty-five (365) days after the date of such binding agreement and shall thereafter complete such reinvestment in such three hundred and sixty-five (365) day period (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested within such required time periods shall be immediately applied to the prepayment of the Loans as set forth in this clause (vi) and clauses (vii), (ix) and (x) below. (vii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Loan Facility (and the principal installments thereof on a pro rata basis) and second to the Revolving Credit Facility in the manner set forth in clause (viii) of this Section 2.05(b). Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be (A) accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05, if applicable, and (B) paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall ~~have~~immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (ix) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), (iv) or (v) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business (the sum of such prepayment amounts, cash collateralization amounts and remaining amounts being, collectively, the “Reduction Amount”). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. (x) Amounts to be applied as provided in this clause (b) to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such Class. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurodollar Rate Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such Class. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans to prepay Eurodollar Rate Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term “Prepayment Account” for any Class of Loans shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this clause (b). The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Rate Loans of such ~~date~~Class to be prepaid; provided, ~~given written notice~~ however, that (i) the Administrative Agent shall not be required to make any investment that, in its judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Administrative Agent and (iii) if any Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Administrative Agent. The Borrower shall indemnify the Administrative Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Rate Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account. If the maturity of the Loans has been accelerated pursuant to Article VIII, the Administrative Agent may, in its sole discretion, apply such funds to satisfy any of the Obligations related to such Class of Loans. The Borrower hereby pledges and assigns to the Administrative ~~Agent~~ Agent, for the benefit of ~~its intent~~ the Secured Parties, to ~~reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);~~secure the Obligations each Prepayment Account so established.

Appears in 2 contracts

Sources: Credit Agreement (NOODLES & Co), Credit Agreement (NOODLES & Co)

Mandatory. (i) Within five ~~(5)~~ Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the delivery of the financial statements for the fiscal year ended November 30, 2008) and the related Compliance Certificate has been delivered pursuant to Section ~~6.02(b~~6.02(a), the Borrower shall ~~cause to be prepaid the~~ prepay an aggregate principal amount of Term Loans ~~in an amount~~ equal to the excess (if any) of (A) 50% ~~of Excess Cash Flow, if any, for the fiscal year covered by~~ (such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently percentage as it may be reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as ~~of the last day of the fiscal year covered by such financial statements is less than 5.25:1~~described below, the ~~Borrower shall make prepayments of Loans in an aggregate amount equal to 25%~~ “ECF Percentage”) of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the sum of (1) the aggregate principal amount of Term Loans voluntarily prepaid pursuant to Section 2.05(a)(i) during such fiscal year and ~~no payment~~ (2) solely to the extent the amount of ~~any~~ the Revolving Credit Commitments are reduced pursuant to Section 2.06 in connection therewith (and solely to the extent of the amount of such reduction), the aggregate principal amount of Revolving Credit Loans voluntarily prepaid pursuant to Section 2.05(a)(i) during such fiscal year (such prepayments to be applied as set forth in clause (iv) below); provided that (A) the ECF Percentage shall be ~~required under this Section 2.05(b)(i)~~ 25% if the ~~Total~~ Consolidated Leverage Ratio as of at the ~~last day~~ end of the fiscal year covered by such financial statements is less than ~~4.5:1~~or equal to 2.50:1.00 and greater than 2.00:1.00 and (B) the ECF Percentage shall be 0% if the Consolidated Leverage Ratio as at the end of the fiscal year covered by such financial statements is less than or equal to 2.00:1.00. (ii) If (A~~) If (x~~) the Borrower or any ~~Restricted Subsidiary~~ of its Subsidiaries Disposes of any property ~~or assets~~ (other than any Disposition of any property ~~or assets~~ permitted by Section ~~7.05(a),~~ 7.05 (~~b), (c), (d) (in the case of~~ other than clause (~~d)(i~~h) ~~to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~thereof)~~, (e), (g), (h), (i), (l), (n~~) or (~~o)), or (y~~B) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization ~~or receipt~~ by ~~the Borrower or~~ such ~~Restricted Subsidiary~~ Person of Net Cash Proceeds, the Borrower ~~shall cause~~ shall, within five Business Days of receipt of such Net Cash Proceeds, prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds (such prepayments to be ~~prepaid~~ applied as set forth in clause (iv) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or a Casualty Event described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the ~~date which is ten (10)~~ fifth Business ~~Days~~ Day after the date of receipt of such Net Cash Proceeds), and so long as no Event of Default shall have occurred and be continuing, the ~~realization~~ Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business (including any Permitted Acquisitions) within (A) 9 months after the receipt of such Net Cash Proceeds or (B) if the Borrower or such Subsidiary enters into a contract to reinvest all or any portion of such Net Cash Proceeds in such assets within 9 months of the receipt thereof, 12 months after the receipt of such Net Cash Proceeds (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested (or no longer intended to be so reinvested) shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). (iii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Term Loans ~~in an amount~~ equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (~~other than Excluded Net Cash Proceeds~~such prepayments to be applied as set forth in clause (iv) ~~received~~below). (iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied ratably to each of the Term A Facility and the Term B Facility and to the principal repayment installments thereof on a pro-rata basis; provided that no such prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to ~~this~~ Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);3.05.

Appears in 2 contracts

Sources: Credit Agreement (MSCI Inc.), Credit Agreement (MSCI Inc.)

Mandatory. (i) Within five (5) Business Days after financial statements have been (or are required hereunder to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required hereunder to be) delivered pursuant to Section ~~6.02(b~~6.02(a), the Parent Borrower shall ~~cause~~ prepay, subject to ~~be prepaid~~ clause (b)(vi) of this Section 2.05, an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in ~~an amount~~ accordance with Section 2.05(b)(v)) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, ~~2007~~2009) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of ~~Indebtedness~~Indebtedness or anything else other than internally generated cash flow; provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio ~~as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow~~ for the fiscal year covered by such financial statements as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and ~~no payment of any Loans~~ greater than 3.0 to 1.0 and (y) the ECF Percentage shall be ~~required under this Section 2.05(b)(i)~~ 0% if the Total Leverage Ratio ~~as of the last day of~~ for the fiscal year covered by such financial statements is as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than ~~4.5:1~~or equal to 3.0 to 1.0. (ii) (A) If (x) the Parent Borrower or any of its wholly-owned Restricted ~~Subsidiary~~ Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by ~~Section 7.05(a~~▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (~~d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~▇), (e▇), (g▇)(▇▇), (h▇), (i▇), (l▇), (n▇), (▇), (▇), (▇) (except as set forth in the proviso thereof) or (oq)), or (y) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization or receipt by the Parent Borrower or ~~such~~ any of its wholly-owned Restricted ~~Subsidiary~~ Subsidiaries of Net Cash Proceeds, or (z) the Parent Borrower or any of its Restricted Subsidiaries disposes of any Specified Assets, in each case, the Parent Borrower shall ~~cause to be prepaid~~ prepay on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash ~~Proceeds~~ Proceeds, subject to clause (b)(vi) of this Section 2.05, an aggregate principal amount of Term Loans (allocated among the tranches of Term Loans in ~~an amount~~ accordance with Section 2.05(b)(v)) equal to 100% (such percentage as it may be reduced as described below, the “Disposition Prepayment Percentage”) of all Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds)~~ realized or received; provided that in the case of clause (x) only, (I) the Disposition Prepayment Percentage shall be 75% if the Total Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event calculated on a pro forma basis for such Disposition or Casualty Event in accordance with Section 1.10 as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 6.0 to 1.0 and greater than 3.0 to 1.0 and (II) the Disposition Prepayment Percentage shall be 50% if the Total Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event calculated on a pro forma basis for such Disposition or Casualty Event in accordance with Section 1.10 as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) was less than or equal to 3.0 to 1.0; provided, further, that, except as provided in Section 7.05(f)(i) and (k), no ~~such~~ prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Parent Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B~~) (which notice may only be provided if no Event of Default has occurred and is then continuing~~);

Appears in 2 contracts

Sources: Credit Agreement (Clear Channel Communications Inc), Credit Agreement (C C Media Holdings Inc)

Appears in 2 contracts

Sources: Term Loan Agreement (Safeway Stores 42, Inc.), Term Loan Agreement (Albertsons Companies, Inc.)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1. (ii) (A) If ~~(x)~~ the Borrower or any ~~Restricted Subsidiary~~ of its Subsidiaries Disposes of any property ~~or assets~~ (other than any Disposition of any property ~~or assets~~ permitted by ~~Section 7.05(a~~▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (~~d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~▇), (e▇), (g▇), (h▇), (i▇), (l▇), (n▇) or (ol)), ) or ~~(y)~~ any Casualty Event occurs, which ~~in the aggregate~~ results in the realization ~~or receipt~~ by ~~the Borrower or~~ such ~~Restricted Subsidiary~~ Person of Net Cash Proceeds, the Borrower shall ~~cause~~ prepay an aggregate principal amount of Term A Loans equal to 100% of such Net Cash Proceeds (or, if the Borrower or any of its Subsidiaries has incurred Indebtedness that is permitted under Section 7.02 that is secured, on an equal and ratable basis with the Term A Loans, by a Lien on the Collateral permitted under Section 7.01, and such Indebtedness is required to be prepaid or redeemed with the net proceeds of any such Disposition or Casualty Event, then such lesser percentage of such Net Cash Proceeds such that such Indebtedness receives no greater than a ratable percentage of such Net Cash Proceeds based on the aggregate principal amount of Term A Loans and such Indebtedness then outstanding) promptly, but in any event within five Business Days, after the later of (A) receipt thereof by such Person and (B) the expiration of the 5-day period provided below (such prepayments to be applied as set forth in clause (iii) and subject to clauses (iv) and (v) below); provided, however, that with respect to any such Net Cash Proceeds received by or ~~prior~~ paid to or for the account of the Borrower or any of its Subsidiaries, at the election of the Borrower (as notified by the Borrower to the ~~date which is ten~~ Administrative Agent not more than 5 days after receiving the Net Cash Proceeds therefrom), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary (10x) ~~Business Days~~ may reinvest all or any portion of such Net Cash Proceeds in assets that are used or useful in the business of the Borrower and its Subsidiaries so long as within 12 months after the ~~date of the realization or~~ receipt of such Net Cash Proceeds such reinvestment shall have been completed or (y) may enter into a binding commitment to reinvest all or any portion of such Net Cash Proceeds in such assets so long as such binding commitment is entered into within 12 months after the receipt of such Net Cash Proceeds and within 18 months after the receipt of such Net Cash Proceeds such reinvestment shall have been completed, and, subject to the next succeeding proviso, no prepayment under this Section 2.05(b)(i) shall be required with respect to that portion of such Net Cash Proceeds that the Borrower elects to reinvest in accordance with the immediately preceding clause (x) or (y); and provided, further, however, that any Net Cash Proceeds not so applied in accordance with clause (x) or (y) of the immediately preceding proviso shall be promptly, but in any event within five Business Days after the end of the applicable reinvestment period, applied to the prepayment of the Term A Loans as set forth in this Section 2.05(b)(i). (ii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (x) not expressly permitted to be incurred or issued pursuant to Section 7.02 or (y) that constitutes Refinancing Commitments, Refinancing Loans or Refinancing Equivalent Debt, the Borrower shall prepay an aggregate principal amount of Term A Loans equal to 100% of all Net Cash Proceeds received therefrom promptly, but in any event within five Business Days, after receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (iii) below and subject to clause (iv) below). (iii) Each prepayment of Term A Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied ratably to the Term A Loans then outstanding and to the principal repayment installments thereof as directed by the Borrower. (iv) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.05(b), so long as no Default under Section 8.01(a) or Section 8.01(f), or any Event of Default, shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Term A Loans on such date is less than ~~Excluded~~ or equal to $1,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.05(b) to be applied to prepay Term A Loans exceeds $1,000,000, in which case the prepayment amount shall be such excess over $1,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds~~) received; provided that no such prepayment~~ , shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.05(b). Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default, during any such deferral period, the Borrower shall immediately prepay the Term A Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Term A Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (iv)) but which have not previously been so applied. (v) Notwithstanding any other provisions of this Section 2.05(b), (A) to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment event pursuant to ~~this~~ Section ~~2.05(b)(ii)(A~~2.05(b)(i) ~~with respect~~ (a “Foreign Disposition”) or the Net Cash Proceeds of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”) are prohibited or delayed by applicable local Law from being repatriated to ~~such~~ the United States, the portion of such Net Cash Proceeds so affected will not be required to be applied to prepay Term A Loans at the time provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local Law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local Law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local Law, such repatriation will be promptly effected and an amount equal to such repatriated Net Cash Proceeds will be promptly (and in event not later than two (2) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Term A Loans pursuant to this Section 2.05(b) to the extent otherwise provided herein and (B) to the extent that the Borrower ~~shall have, on~~ has determined in good faith that repatriation of any of or ~~prior~~ all the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event would have a material adverse tax consequence with respect to such ~~date~~Net Cash Proceeds, ~~given written~~ the Net Cash Proceeds so affected may be retained by the applicable Foreign Subsidiary. (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, L/C Borrowings and Swing Line Loans and/or Cash Collateralize such L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vii) Prepayments of the Revolving Credit Facility made pursuant to clause (vi) of this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the ~~Administrative Agent of its intent~~ Borrower) to ~~reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);~~reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.

Appears in 2 contracts

Sources: Credit Agreement (Valvoline Inc), Credit Agreement (Ashland Inc.)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended December 31, 2013) and the related Compliance Certificate has been delivered pursuant to Section ~~6.02(b~~6.02(a), the ~~Borrower shall~~ Borrowers shall, subject to clause (b)(vii) of this Section 2.05, cause to be prepaid ~~the~~ an aggregate principal amount of Term Loans in an amount equal to (A) ~~50%~~ the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements ~~(commencing with the fiscal year ended December 31, 2007)~~ minus (B) the sum of (i1) all voluntary prepayments of Term Loans pursuant to Section 2.05(a)(v), in an amount equal to the discounted amount actually paid in respect of the principal amount of such Term Loans, during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, (2) all other voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due and (ii3) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent the Revolving Credit Commitments are permanently reduced by the amount of such ~~payments~~payments and, in the case of each of the immediately preceding clauses (i1), (2) and (ii3), to the extent such prepayments are not funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1). (ii) (A) If (x1) the Parent Borrower or any of its Restricted ~~Subsidiary~~ Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by ~~Section~~ Sections 7.05(a), (b), (c), (d~~) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~), (e), (f) (except as set forth in the proviso thereof and except to the extent such property is subject to a Mortgage), (g), (h), (i), (k), (l), (m), (n), (o), (p), (q) and (r)) or (~~o)), or (y~~2) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization or receipt by the Parent Borrower or such Restricted Subsidiary of Net Cash Proceeds, the ~~Borrower~~ Borrowers shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Parent Borrower or such Restricted Subsidiary of such Net Cash ~~Proceeds~~ Proceeds, subject to clause (b)(vii) of this Section 2.05, an aggregate principal amount of Term Loans in an amount equal to 100% of ~~all~~ such Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided that if at the time that any such prepayment would be required, the Borrowers (or any Restricted Subsidiary) are required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers (or any Restricted Subsidiary) may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii)(A) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no ~~such~~ prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall ~~have, on~~ have reinvested (or ~~prior~~ entered into a binding commitment to ~~such date, given written notice to the Administrative Agent of its intent to reinvest~~ reinvest) in accordance with Section 2.05(b)(ii)(B~~) (which notice may only be provided if no Event of Default has occurred and is then continuing~~);

Appears in 2 contracts

Sources: Credit Agreement (Par Pharmacuetical, Inc.), Credit Agreement (Par Pharmacuetical, Inc.)

Mandatory. (i) ~~Within~~ Subject to the last paragraph in this Section 2.03(b), within five (5) Business Days after financial statements have been (or are required to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section ~~6.02(b~~6.02(a), the ~~Borrower shall~~ Borrowers (or the U.S. Borrower, in the case of the 2015-2 Incremental Loans) shall, subject to clauses (v) and (vi) of this Section 2.03(b), prepay, or cause to be ~~prepaid the Term~~ prepaid, an aggregate principal amount of Loans ~~in an amount~~ equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year (or the relevant portion thereof in the case of the 2015 fiscal year) covered by such financial statements ~~(commencing with the fiscal year ended December 31, 2007)~~ minus (B) the sum of (i) all voluntary prepayments of ~~Term~~ Loans ~~during~~ made pursuant to Section 2.03(a)(i) or Section 2.03(a)(iv) (in an amount, in the case of prepayments pursuant to Section 2.03(a)(iv), equal to the discounted amount actually paid in respect of the principal amount of such ~~fiscal year~~ Loans and only to the extent that such Loans have been cancelled) and (ii) all voluntary prepayments of ~~Revolving Credit Loans during such fiscal year~~ loans under any constituting Senior Lien Obligations or that is secured on an equal priority basis with the Obligations (in each case, to the extent accompanied by a permanent reduction in the ~~Revolving Credit Commitments are permanently reduced by the amount of such payments~~corresponding revolving commitments), in the case of each of the immediately preceding clauses (i) and (ii), (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.03(b)(i) for any prior fiscal year) or after such fiscal year-end and prior to the time such prepayment pursuant to this Section 2.03(b)(i) is due and in each case to the extent such prepayments are not funded with the proceeds of ~~Indebtedness~~Funded Debt (other than any Indebtedness under any revolving credit facilities); provided that (x) the ECF Percentage shall be 25% if the ~~Total~~ Secured Net Leverage Ratio as of the ~~last day~~ end of the fiscal year covered by such financial statements is was (A) prior to the Delayed Draw Funding Date, less than ~~5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount~~ or equal to ~~25% of Excess Cash Flow for~~ 6.00 to 1.00 and greater than 5.50 to 1.00 or (B) on and after the ~~fiscal year covered by such financial statements~~ Delayed Draw Funding Date, less than or equal to 4.75 to 1.00 and ~~no payment of any Loans~~ greater than 4.25 to 1.00, and (y) the ECF Percentage shall be ~~required under this Section 2.05(b)(i)~~ 0% if the ~~Total~~ Secured Net Leverage Ratio as of the ~~last day~~ end of the fiscal year covered by such financial statements is was less than ~~4.5:1~~or equal to (1) prior to the Delayed Draw Funding Date, 5.50 to 1.00 or (2) on and after the Delayed Draw Funding Date, 4.25 to 1.00. (ii) Subject to the last paragraph in this Section 2.03(b), (A) If (x) ~~the~~ Holdings, any Borrower or any Restricted Subsidiary Disposes of any property or assets (other than (X) any Disposition of any property or assets permitted by Section 7.05(a), (bSection 7.05(b), (c), (d) (~~in the case of clause (d)(i)~~ to the extent constituting a Disposition ~~by any~~ to Holdings, a Borrower or a Restricted Subsidiary to that is a ~~Loan Party~~Guarantor), (e), (g), (h), (i), (k), (l), (m), (n), (o), (p), (q), (r), (s) or (ot))) and (Y) until the Senior Lien Termination Date, any Disposition of Collateral) or (y) any Casualty Event (other than with respect to the Collateral until the Senior Lien Termination Date) occurs, which ~~in the aggregate~~ results in the realization or receipt by ~~the~~ Holdings, a Borrower or such Restricted Subsidiary of Net Cash Proceeds, the ~~Borrower~~ Borrowers (or the U.S. Borrower, in the case of the 2015-2 Incremental Loans) shall prepay, or cause to be ~~prepaid~~ prepaid, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by Holdings, such Borrower or such Restricted Subsidiary of such Net Cash ~~Proceeds Term~~ Proceeds, subject to clause (B) of this Section 2.03(b)(ii) and clauses (v) and (vi) of this Section 2.03(b), an aggregate principal amount of Loans ~~in an amount~~ equal to 100% of all Net Cash Proceeds realized or received; provided, that if at the time that any such prepayment would be required, Holdings, any Borrower (or any Restricted Subsidiary) is required to offer to repurchase any Permitted Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness, in each case, that is secured on an equal priority basis with the Obligations (or any other ~~than Excluded~~ Indebtedness constituting Equal Priority Obligations or in the case of the foregoing, any Refinancing Indebtedness in respect thereof that is secured on an equal priority basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness and other Indebtedness secured on an equal priority basis with the Obligations (or such Refinancing Indebtedness in respect of any of the foregoing that is secured on an equal priority basis with the Obligations) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then Holdings, any Borrower (or any Restricted Subsidiary) may apply such Net Cash ~~Proceeds) received~~Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.03(b)(ii)(A) shall be reduced accordingly; provided further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof; provided further, that no ~~such~~ prepayment shall be required pursuant to this Section ~~2.05(b)(ii)(A~~2.03(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower Representative shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest (or entered into a binding commitment to reinvest) in accordance with Section ~~2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing~~2.03(b)(ii)(B);.

Appears in 2 contracts

Sources: Second Lien Credit Agreement, Second Lien Credit Agreement (DTZ Jersey Holdings LTD)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1[Reserved]. (ii) ~~(A)~~ If (x1) the Borrower or any ~~Restricted~~ Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d~~) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~), (e), (g), (h), (i), (k), (l), (m), (n), (p), (q), (s) or (ot)), ) or (y2) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization or receipt by the Borrower or ~~such Restricted~~ a Subsidiary of the Borrower of Net ~~Cash~~ Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Subsidiary of the Borrower of such Net ~~Cash~~ Proceeds, subject to clause (b)(vii) of this Section 2.05, an aggregate principal amount of Term Loans in an amount equal to 100% of all such Net Proceeds received. (iii) If the Borrower or any Subsidiary of the Borrower incurs or issues any Indebtedness after the Closing Date not permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Borrower or such Subsidiary of the Borrower of such Net Proceeds. (iv) [Reserved]. (v) If for any reason the aggregate Outstanding Amount of Revolving Credit Loans, Swing Line Loans and L/C Obligations at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay Revolving Credit Loans and Swing Line Loans and/or Cash ~~Proceeds (other than Excluded Net Cash Proceeds) received~~Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that ~~no such prepayment~~ the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section ~~2.05(b)(ii)(A~~2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Each prepayment of Term Loans pursuant to this Section 2.05(b) (A) shall be applied ratably to each Class of Term Loans then outstanding, (B) shall be applied with respect to each such Class for which prepayments will be made to the scheduled installments of principal on a pro rata basis and (C) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Share (or other applicable share provided by this Agreement) of each such Class of Term Loans, subject to clause (vii) of this Section 2.05(b). Notwithstanding clause (A) above, any Incremental Amendment or Extension Amendment may provide (including on an optional basis as elected by the Borrower) for a less than ratable application of prepayments to any Class of Term Loans established thereunder. (vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made by the Borrower pursuant to clauses (i) through (iv) of this Section 2.05(b) at least two (2) Business Days prior to the date of such prepayment (unless otherwise agreed by the Administrative Agent). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by the Borrower. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (viii) Notwithstanding any other provisions of this Section 2.05, (i) to the extent that any of or all the Net Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Disposition”), the Net Proceeds of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”) are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds is permitted under the applicable local law, such repatriation will be promptly effected and an amount equal to such repatriated Net Proceeds will be promptly (and in any event not later than five (5) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.05(b) to the extent provided herein and (ii) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition or any Foreign Casualty Event attributable to Foreign Subsidiaries would have material adverse tax consequences (as determined in good faith by the Borrower) with respect to such ~~portion of~~ Net Proceeds, such Net ~~Cash~~ Proceeds ~~that~~ so affected will not be required to be applied to repay Term Loans at the ~~Borrower shall have, on or prior to such date, given written notice to~~ times provided in this Section 2.05(b) but may be retained by the ~~Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);~~applicable Foreign Subsidiary.

Appears in 2 contracts

Sources: First Amendment to Credit Agreement (Portillo's Inc.), First Amendment to Credit Agreement (Portillo's Inc.)

Mandatory. (i) Within ~~five~~ six (56) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending on or about December 31, 2023) and the related Compliance Certificate has been delivered pursuant to Section ~~6.02(b~~6.02(a), the Borrower shall cause to be offered to be prepaid ~~the~~ in accordance with clause (b)(vi) and (ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) ~~50%~~ the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements ~~(commencing with the fiscal year ended December 31, 2007)~~ minus (B) the sum of (i1) all voluntary prepayments of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including, in the case of Term Loans prepaid pursuant to Section 2.05(a)(v), the actual purchase price paid in cash pursuant to a Dutch Auction) and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds of ~~Indebtedness; provided that if the Total Leverage Ratio as~~ Indebtedness and, without duplication of ~~the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of~~ any deduction from Excess Cash Flow ~~for the fiscal year covered by such financial statements and no payment of~~ in any ~~Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1~~prior period. (ii~~) (A~~) If (x) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by ~~Section~~ Sections 7.05(a), (b), (c), (d~~) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~), (e), (g), (h), (i), (l), (m), (n), (o), (p), (q), (r) or (os)), or (y) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization or receipt by the Borrower or ~~such~~ Restricted Subsidiary of Net ~~Cash~~ Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) and (ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net ~~Cash~~ Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to the Applicable Asset Sale Percentage of all Net Proceeds received; provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (iii) [Reserved]. (iv) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Amendment No. 5 Effective Date (other than Indebtedness not prohibited under Section 7.03 ), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net ~~Cash~~ Proceeds received therefrom on or prior to the date which is six (~~other than Excluded~~ 6) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net ~~Cash~~ Proceeds~~) received~~; provided that no if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Other Applicable Indebtedness with the Net Proceeds of such Indebtedness, then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this ‎Section 2.05(b)(iv) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. If the Borrower or any other Loan Party incurs any Credit Agreement Refinancing Indebtedness, the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be used pursuant to clause (iv) of the definition thereof. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Borrower; and (C) each such prepayment shall be ~~required pursuant~~ paid to ~~this Section 2.05(b)(ii)(A)~~ the Lenders in accordance with ~~respect to such portion~~ their respective Pro Rata Shares of such ~~Net Cash Proceeds that the~~ prepayment. (vii) The Borrower shall ~~have, on or prior to such date, given written notice to~~ notify the Administrative Agent in writing of ~~its intent~~ any mandatory prepayment of Term Loans required to ~~reinvest in accordance with~~ be made pursuant to clauses (i) through (iv) of this Section ~~2.05(b)(ii)(B~~2.05(b) at least four (~~which~~ 4) Business Days prior to the date of such prepayment. Each such notice ~~may only be provided if no Event~~ shall specify the date of ~~Default has occurred~~ such prepayment and ~~is then continuing);~~provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.

Appears in 2 contracts

Sources: Amendment No. 7 to the Amended and Restated Credit Agreement (Summit Materials, LLC), Credit Agreement (Summit Materials, LLC)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with financial statements for the fiscal year ending December 31, 2014; provided that the Excess Cash Flow for the fiscal year ending December 31, 2014 shall be calculated solely with respect to each full fiscal quarter therein occurring after the Closing Date) and the related Compliance Certificate has been delivered pursuant to Section ~~6.02(b~~6.02(a), the Borrower ~~shall~~ shall, subject to clauses (b)(v) and (vi) of this Section 2.03, prepay, or cause to be ~~prepaid the~~ prepaid, an aggregate principal amount of Term Loans ~~in an amount~~ equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year (or the relevant portion thereof in the case of the 2013 fiscal year) covered by such financial statements ~~(commencing with the fiscal year ended December 31, 2007)~~ minus (B) the sum of ~~(i)~~ all voluntary prepayments of Term Loans ~~during~~ made pursuant to Section 2.03(a)(i) or 2.03(a)(iv) (in an amount, in the case of prepayments pursuant to Section 2.03(a)(iv), equal to the discounted amount actually paid in respect of the principal amount of such ~~fiscal year~~ Term Loans and only to the extent that such Loans have been cancelled) and voluntary prepayments of the Senior Notes and (ii) all voluntary prepayments of ~~Revolving~~ loans under the ABL Credit ~~Loans during such fiscal year~~ Agreement and any other revolving facility that is secured, in whole or in part (in each case, to the extent accompanied by a permanent reduction in the ~~Revolving Credit Commitments are permanently reduced by the amount of such payments~~corresponding revolving commitments), in the case of each of the immediately preceding clauses (i) and (ii), made during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.03(b)(i) for any prior fiscal year) or after such fiscal year-end and prior to the time such prepayment pursuant to this Section 2.03(b)(i) is due and to the extent such prepayments are not funded with ~~the proceeds of Indebtedness~~Excluded Proceeds; provided that (x) the ECF Percentage shall be 25% if the ~~Total~~ Secured Net Leverage Ratio as of the ~~last day~~ end of the fiscal year covered by such financial statements is was less than ~~5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount~~ or equal to ~~25% of Excess Cash Flow for~~ 3.25 to 1.00 and greater than 2.75 to 1.00 and (y) the ~~fiscal year covered by such financial statements and no payment of any Loans~~ ECF Percentage shall be ~~required under this Section 2.05(b)(i)~~ 0% if the ~~Total~~ Secured Net Leverage Ratio as of the ~~last day~~ end of the fiscal year covered by such financial statements is was less than ~~4.5:1~~or equal to 2.75 to 1.00. (ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (~~in the case of clause (d)(i)~~ to the extent constituting a Disposition ~~by any~~ to the Borrower or a Restricted Subsidiary to that is a ~~Loan Party~~Guarantor), (e), (g), (h), (i), (k), (l), (m), (n), (o), (p), (q), (r), (s) or (~~o)),~~ t) or the Disposition of the Commercial and Retread Business) or (y) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall prepay, or cause to be ~~prepaid~~ prepaid, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or such Restricted Subsidiary of such Net Cash ~~Proceeds~~ Proceeds, subject to clause (B) of this Section 2.03(b)(ii) and clauses (b)(v) and (vi) of this Section 2.03, an aggregate principal amount of Term Loans ~~in an amount~~ equal to 100% of all Net Cash Proceeds realized or received; provided, that if at the time that any such prepayment would be required, the Borrower (~~other than Excluded~~ or any Restricted Subsidiary) are required to offer to repurchase the Senior Notes or Permitted Incremental Equivalent Debt or any Credit Agreement Refinancing Indebtedness secured on an equal priority basis with the Obligations (or any Refinancing Indebtedness in respect thereof that is secured on an equal priority basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness secured on an equal priority basis with the Obligations (or such Refinancing Indebtedness in respect of any of the foregoing that is secured on an equal priority basis with the Obligations) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower (or any Restricted Subsidiary) may apply such Net Cash ~~Proceeds) received~~Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.03(b)(ii)(A) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no ~~such~~ prepayment shall be required pursuant to this Section ~~2.05(b)(ii)(A~~2.03(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest (or entered into a binding commitment to reinvest) in accordance with Section ~~2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing~~2.03(b)(ii)(B);.

Appears in 2 contracts

Sources: Credit Agreement (ATD Corp), Credit Agreement (American Tire Distributors Holdings, Inc.)

Mandatory. (i) ~~Within five~~ The Net Cash Proceeds from the sale of Collateral (5other than as set forth in clauses (i) ~~Business Days after financial statements have been delivered pursuant~~ or (ii) of the definition of Certain Permitted Dispositions) shall be applied to ~~Section 6.01(a~~repay the Revolving Credit Advances (but not reduce the Revolving Credit Commitment). (ii) ~~and~~ In each case the ~~related Compliance Certificate has been delivered pursuant~~ Net Cash Proceeds referred to ~~Section 6.02(b)~~in this subsection are not applied to repay advances under the Term Loan Facility, the ~~Borrower shall cause~~ Borrowers shall, on the applicable Prepayment Date with respect to ~~be prepaid the Term Loans in an amount equal to~~ Net Cash Proceeds received by any Loan Party from (A) ~~50%~~ the sale, lease, transfer or other disposition including any and all involuntary dispositions, whether by condemnation, casualty loss or otherwise, of ~~Excess~~ any assets of any Loan Party or any of its Subsidiaries (other than (w) any sale, lease, transfer or other disposition of assets referred to in clause (i), (ii), (iii) or (iv) of the definition of Certain Permitted Dispositions and (x) and sale, lease transfer or other disposition of assets the Net Cash ~~Flow~~Proceeds of which are reinvested in assets used in the operation of the business within 18 months of receipt of such proceeds), ~~if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus~~ (B) the ~~sum~~ incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt (~~i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year~~ other than Debt permitted to ~~the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i~~be incurred or issued pursuant to Section 5.02(b)) and (iiC) any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries and not otherwise included in clause (A) or (B) above (other than any Extraordinary Receipts which are reinvested in assets used in the operation of the business within 18 months of receipt of such proceeds), ~~to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as~~ prepay an aggregate principal amount of the ~~last day~~ Advances comprising part of the ~~fiscal year covered by such financial statements is less than 5.25:1~~same Borrowings (with application to be made in accordance with clause (v) of this Section 2.06(b)), ~~the Borrower shall make prepayments of Loans~~ in an aggregate amount equal to ~~25%~~ the amount of ~~Excess~~ such Net Cash ~~Flow~~ Proceeds. Each such prepayment shall be applied to the Revolving Credit Facility as set forth in clause (v) below. For the avoidance of doubt, mandatory prepayments shall not permanently reduce the Commitments. (iii) The Borrowers shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances (with application to be made in accordance with clause (v) of this Section 2.06(b)) in an amount equal to the amount by which (A) the sum of (I) the aggregate principal amount of (x) the Revolving Credit Advances, (y) the Letter of Credit Advances and (z) the Swing Line Advances then outstanding plus (II) the aggregate Available Amount of all Letters of Credit then outstanding, exceeds (B) the lesser of the Revolving Credit Facility and the Loan Value on such Business Day. (iv) The Borrowers, jointly and severally, agree to, on each Business Day, pay to the Administrative Agent for deposit in the ~~fiscal year covered~~ L/C Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such ~~financial statements~~ Business Day. (v) Prepayments of the Revolving Credit Facility made pursuant to clause (i), (ii), (iii) or (iv) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding until such Advances are paid in full, and no third applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (ii) or (iii) above, the amount remaining (if any) after the prepayment in full of the Advances then outstanding (the sum of such prepayment amounts in respect of Revolving Credit Advances, Letter of Credit Advances and Swing Line Advances, and remaining amount being referred to herein as the “Reduction Amount”) may be retained by the Borrowers. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Collateral Account, such funds shall be applied to reimburse the Issuing Bank or Lenders, as applicable. (vi) All prepayments under this subsection (b) shall be made together with accrued interest thereof to the date of such prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 8.04. If any payment of ~~any Loans shall~~ Eurodollar Rate Advances otherwise required to be ~~required~~ made under this Section ~~2.05(b)(i~~2.06(b) ~~if the Total Leverage Ratio as of~~ would be made on a day other than the last day of the ~~fiscal year covered by such financial statements is less than 4.5:1. (ii) (A) If (x) the~~ applicable Interest Period thereon, each Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to may direct the Administrative Agent to (and if so directed, the Administrative Agent shall) deposit such payment in an account maintained with the Administrative Agent until the last day of ~~its intent~~ the applicable Interest Period at which time the Administrative Agent shall apply the amount of such payment to ~~reinvest~~ the prepayment of such Advances; provided, however, that such Advances shall continue to bear interest as set forth in ~~accordance with~~ Section ~~2.05(b)(ii)(B) (which notice may only be provided if no Event~~ 2.07 until the last day of ~~Default has occurred and is then continuing);~~the applicable Interest Period therefor.

Appears in 2 contracts

Sources: Revolving Credit Agreement (BMCA Acquisition Sub Inc.), Revolving Credit Agreement (Building Materials Manufacturing Corp)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending December 31, 2015) and the related Compliance Certificate has been delivered pursuant to Section ~~6.02(b~~6.02(a), the Borrower shall cause to be offered to be prepaid ~~the~~ in accordance with clause (b)(vi) and (ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) ~~50%~~ the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements ~~(commencing with the fiscal year ended December 31, 2007)~~ minus (B) the sum of (i1) all voluntary prepayments of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including the amount of cash actually paid in respect of Term Loans prepaid pursuant to Section 2.05(a)(v) during such time) and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are ~~not~~ funded with the ~~proceeds~~ internally generated cash and, without duplication of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of any deduction from Excess Cash Flow ~~for the fiscal year covered by such financial statements and no payment of~~ in any ~~Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1~~prior period. (ii~~) (A~~) If (x) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by ~~Section 7.05(a~~S▇▇▇▇▇▇▇ ▇.▇▇ (▇), (b▇), (c▇), (d▇), (▇), (▇), (▇), (▇), (▇), (▇) (~~in the case of clause (d)(i)~~ except to the extent ~~constituting a Disposition by any Restricted Subsidiary~~ such property is subject to a ~~Loan Party~~Mortgage), (eo), (gp), (~~h), (i), (l), (n~~q) or (os)), or (y) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization or receipt by the Borrower or ~~such~~ Restricted Subsidiary of Net ~~Cash~~ Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) and (ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net ~~Cash Proceeds~~ Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to 100% of all Net ~~Cash~~ Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided that no if at the time that any such prepayment would be required, (I) to the extent such Net Proceeds are from the Disposition of ABL Priority Collateral or Non-U.S. ABL Facility Collateral or Casualty Event with respect to ABL Priority Collateral or Non-U.S. ABL Facility Collateral, the Borrower elects to offer to permanently reduce ABL Debt, pursuant to the terms of the documentation governing such ABL Debt, or any other Indebtedness of the Borrower or a Guarantor that is secured by a Lien on such ABL Priority Collateral that is prior to the Lien on the ABL Priority Collateral securing the Obligations or secured by a Lien on such Non-U.S. ABL Facility Collateral (and, in the case of revolving obligations, to correspondingly reduce commitments with respect thereto), then the Borrower may apply such Net Proceeds to such ABL Debt and (II) the Borrower is required to offer to repurchase any Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section ~~2.05(b)(ii)(A~~2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. If any such Disposition provided for in the preceding sentence involves any Term Priority Collateral, then, prior to the Discharge of Senior Secured Debt Obligations of the ABL Secured Parties (each such term as defined in the ABL Intercreditor Agreement), the Net Proceeds therefrom shall be deposited by the applicable Loan Party into the Term Priority Collateral Account pending application thereof as provided in this clause (ii). (iii) [Reserved]. (iv) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Borrower; and (C) each such ~~portion~~ prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such ~~Net Cash Proceeds that the~~ prepayment. (vii) The Borrower shall ~~have, on or prior to such date, given written notice to~~ notify the Administrative Agent in writing of ~~its intent~~ any mandatory prepayment of Term Loans required to ~~reinvest in accordance with~~ be made pursuant to clauses (i) through (iv) of this Section ~~2.05(b)(ii)(B~~2.05(b) at least four (~~which~~ 4) Business Days prior to the date of such prepayment. Each such notice ~~may only be provided if no Event~~ shall specify the date of ~~Default has occurred~~ such prepayment and ~~is then continuing);~~provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.

Appears in 2 contracts

Sources: Credit Agreement (Gates Industrial Corp PLC), Credit Agreement (Gates Industrial Corp PLC)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1. (ii) (A) If ~~(x)~~ the Borrower or any ~~Restricted Subsidiary~~ of its Subsidiaries Disposes of any property ~~or assets~~ (other than any Disposition of any property ~~or assets~~ permitted by Section ~~7.05(a~~7.5(a), (b), (c), (d~~) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~), (ef), (g), ) or (h)~~, (i), (l), (n~~) ~~or (o)), or (y) any Casualty Event occurs,~~ which ~~in the aggregate~~ results in the realization or by such Person of Net Cash Proceeds (in excess of $20,000,000 in the aggregate in any fiscal year unless an Event of Default has occurred and is continuing at the time of such Disposition in which case no Net Cash Proceeds shall be excluded from the mandatory prepayment requirements of this clause (i)), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within 10 Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause (vi) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.6(b)(i), at the election of the Borrower, and so long as no Default shall have occurred and be continuing, the Borrower or such ~~Restricted~~ Subsidiary may reinvest all or any portion of such Net Cash ~~Proceeds,~~ Proceeds in property useful to its business so long as the Borrower ~~shall cause~~ or such Subsidiary has consummated such purchase or entered into a binding contract with respect to ~~be prepaid on or prior to the date which is ten (10) Business Days~~ such purchase within 365 days after the ~~date of the realization or~~ receipt of such Net Cash Proceeds; and provided further, however, that any Net Cash Proceeds ~~Term~~ not subject to such binding contract or so reinvested shall be applied within 10 Business Days after such period to the prepayment of the Loans as set forth in this Section 2.6(b)(i). (ii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Capital Stock (other than Excluded Issuances and any sales or issuances of Capital Stock to another Group Member) at any time while an Event of Default shall have occurred and be continuing, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within 10 Business Days of receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below). (iii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than ~~Excluded Net Cash Proceeds) received; provided that no such prepayment shall~~ Indebtedness expressly permitted to be ~~required~~ incurred or issued pursuant to ~~this~~ Section ~~2.05(b)(ii)(A) with respect~~ 7.2), the Borrower shall prepay an aggregate principal amount of Loans equal to ~~such portion~~ 100% of ~~such~~ all Net Cash Proceeds ~~that~~ received therefrom within 10 Business Days of receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries at any time while an Event of Default shall have occurred and be continuing, and such Extraordinary Receipt is not otherwise included in clause (i), (ii) or (iii) of this Section 2.6(b), the Borrower shall ~~have~~prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within 10 Business Days of receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below). (v) Upon the occurrence of any 2007 Convertible Notes Maturity Condition, the Borrower on November 21, 2011 shall prepay in full all of the Loans and all other amounts owing under this Agreement and under any of the other Loan Documents and the Borrower shall Cash Collateralize the L/C Obligations in an amount equal to 105% of the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit. (vi) Each prepayment of Loans pursuant to the provisions of Section 2.6(b)(i) through (iv) above shall be applied ratably to the Term Loan Facility and to the principal repayment installments thereof on a pro-rata basis. (vii) Each prepayment of Loans pursuant to the provision of Section 2.6(v) above shall be applied first to the Term Loans and then to the Revolving Credit Facility as follows: first, shall be applied ratably to the Reimbursement Obligations and the Swingline Obligations, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, the Revolving Credit Facility shall be automatically and permanently reduced to -0-. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or ~~prior~~ notice to or from the Borrower or any other Loan Party) to reimburse the Issuing Lender or the Revolving Lenders, as applicable. (viii) If for any reason the Total Revolving Extensions of Credit at any time exceed the Total Revolving Commitments then in effect, the Borrower shall immediately prepay the Revolving Loans and Reimbursement Obligations in an amount equal to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);excess.

Appears in 2 contracts

Sources: Credit Agreement (National Financial Partners Corp), Credit Agreement (National Financial Partners Corp)

Mandatory. (i) ~~Within~~ Commencing with Fiscal Year 2011, within five ~~(5)~~ Business Days after financial statements have been delivered pursuant to Section ~~6.01(a~~6.01(b) and the related Compliance Certificate has been delivered pursuant to Section ~~6.02(b~~6.01(c), the Borrower shall ~~cause to be prepaid the Term~~ prepay an aggregate principal amount of Loans ~~in an amount~~ equal to the excess (if any) of (A) ~~50%~~ the Repayment Percentage of Excess Cash ~~Flow, if any,~~ Flow for the ~~fiscal year~~ Fiscal Year covered by such financial statements ~~(commencing with the fiscal year ended December 31, 2007) minus~~ over (B) the sum of (i) ~~all voluntary prepayments~~ the aggregate principal amount of Term Loans prepaid during such ~~fiscal year~~ Fiscal Year pursuant to Section 2.05(a)(i) and (ii) the excess of (x) all ~~voluntary~~ prepayments made under Section 2.05(b)(iii) over (y) the aggregate amount of ~~Revolving Credit Loans during such fiscal year~~ prepayments made under Section 2.05(b)(iii) that, pursuant to the ~~extent the Revolving Credit Commitments are permanently reduced by the amount~~ operation of ~~such payments, in the case of each of the immediately preceding clauses~~ clause (~~i) and (ii~~x), have previously reduced the prepayment amount pursuant to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) ~~if the Total Leverage Ratio~~ (such prepayments to be applied as ~~of the last day of the fiscal year covered by such financial statements is less than 4.5:1~~set forth in clauses (v) and (vii) below). (ii) ~~(A)~~ If ~~(x) the Borrower~~ any Loan Party or any ~~Restricted Subsidiary~~ of its Subsidiaries Disposes of any Motor Vehicle (other than in connection with a Motor Vehicle Financing (including in connection with the repayment or other discharge of any Motor Vehicle Financing with or in anticipation of the receipt of proceeds from any sale or other disposition of any Motor Vehicles securing or the subject of such Motor Vehicle Financing) or a Newly Acquired Motor Vehicle Financing), Disposes of any property ~~or assets (other than any Disposition~~ pursuant to Section 7.11(c), Disposes of any property ~~or assets permitted by~~ in connection with a sale and leaseback pursuant to Section ~~7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n~~7.15(c) or ~~(o)), or (y) any~~ suffers a Casualty Event ~~occurs,~~ which ~~in the aggregate~~ results in the realization ~~or receipt~~ by ~~the Borrower or~~ such ~~Restricted Subsidiary~~ Person of Net Cash Proceeds, the Borrower shall ~~cause~~ prepay an aggregate principal amount of Loans equal to ~~be prepaid on or prior to the date which is ten~~ 100% of such Net Cash Proceeds within five (105) Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or Casualty Event described in this Section 2.05(b)(ii), at the election of the Borrower, and so long as no Default or Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets (including Permitted Acquisitions) so long as within 365 days after the ~~date~~ receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the ~~realization or~~ Borrower in writing to the Administrative Agent); provided further, that acquisitions of assets (including pursuant to Permitted Acquisitions) that occurred within 90 days prior to receipt of such Net Cash Proceeds ~~Term~~ shall be treated as a permitted application pursuant to this clause; and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). (iii) Upon the sale or issuance by Holdings of any of its Capital Securities (other than any sales or issuances of Capital Securities to another Loan Party, any such sale or issuance on the Closing Date, any sale or issuance that yields Net Cash Proceeds of up to $28,000,000 as a result of the exercise of any over-allotment option in connection with any such sale or issuance on the Closing Date (provided that in the case of any such sale and issuance that yields Net Cash Proceeds in excess of $28,000,000, such excess shall be applied in accordance with this clause (iii)) and any issuance or sale for the purpose of funding a Permitted Acquisition), the Borrower shall prepay an aggregate principal amount of Loans equal to the Repayment Percentage of all Net Cash Proceeds received therefrom within three (3) Business Days of receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below). (iv) If any Loan Party receives any Net Cash Proceeds from (x) any Qualified Receivables Transaction representing an increase in the net outstanding realizations by the Loan Parties under all Qualified Receivables Transactions to in excess of $275,000,000 (or, if greater, the largest prior amount since the Closing Date of such net outstanding realizations) or (y) any Motor Vehicle Financing, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of ~~all~~ such Net Cash ~~Proceeds~~ Proceeds, to be applied as set forth in clauses (v) and (vii) below. (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Loan Facility to the principal repayment installments thereof occurring within the next 24 months in direct order of maturity, second, to the Term Loan Facility to the remaining principal repayment installments thereof on a pro-rata basis, and third, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.05(b). (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than ~~Excluded Net Cash Proceeds~~the L/C Borrowings) ~~received; provided that no~~ in an aggregate amount equal to such ~~prepayment shall be required~~ excess. (vii) Prepayments of the Revolving Credit Facility made pursuant to this Section ~~2.05(b)(ii)(A~~2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), (iv) ~~with respect to~~ or (v) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such ~~portion~~ time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such ~~Net Cash Proceeds that~~ prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall ~~have~~be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(ii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, on the funds held as Cash Collateral shall be applied (without any further action by or ~~prior to such date, given written~~ notice to or from the ~~Administrative Agent of its intent~~ Borrower or any other Loan Party) to ~~reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);~~reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.

Appears in 2 contracts

Sources: Credit Agreement (Swift Transportation Co), Credit Agreement (Swift Transportation Co)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b)) and no later than the 95th day after the end of a Fiscal year, the Borrower shall cause to be prepaid ~~the~~ an aggregate amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, ~~2007~~2006) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that such percentage shall be reduced to 25% if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is was less than ~~5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount~~ or equal to ~~25% of Excess Cash Flow for the fiscal year covered by such financial statements and no~~ 4.0:1 but greater than 3.0:1. No payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is was less than ~~4.5:1~~or equal to 3.00:1. (ii) (A) If (x) Holdings, the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section ~~7.05(a~~7.05 (a), (b), (c), (d) (~~in the case of clause (d)(i)~~ to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), ) or (i)~~, (l), (n~~) ~~or (o)),~~ or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);

Appears in 2 contracts

Sources: Credit Agreement (Transcultural Health Develpment, Inc.), Credit Agreement (CRC Health CORP)

Mandatory. (i) ~~Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and~~ Following the ~~related Compliance Certificate has been delivered pursuant to Section 6.02(b)~~end of each Fiscal Year of BRW commencing with the Fiscal Year ending December 31, 2003, the Borrowers shall, on the 90th day following the end of such Fiscal Year, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings made by such Borrower ~~shall cause to be prepaid the Term Loans~~ in an amount equal to ~~(A) 50~~75% of ~~Excess Cash Flow, if any, for~~ the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for ~~the fiscal year covered by~~ such ~~financial statements and no payment of any Loans~~ Fiscal Year. Each such prepayment shall be ~~required under this Section 2.05(b)(i~~applied ratably first to the Term Facilities and to the installments thereof pro rata to the remaining installments thereof, and second to the Revolving Credit Facility as set forth in clause (vi) ~~if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1~~below. (ii) The Borrowers shall, on the date of receipt of the Net Cash Proceeds by any Loan Party or any of its Subsidiaries from (A) If the sale, lease, transfer or other disposition of any assets of any Loan Party or any of its Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to (x) clauses (i) through (vii) and (ix) of Section 5.02(e) or (y) pursuant to clause (viii) of Section 5.02(e) if the proceeds are being reinvested in the existing lines of business of BRW and its Subsidiaries in accordance with such clause (viii)) or (B) any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries and not otherwise included in clause (A) above, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to the amount of such Net Cash Proceeds. Each such prepayment shall be applied ratably first to the Term Facilities and to the installments thereof pro rata to the remaining installments thereof and second to the Revolving Credit Facility as set forth in clause (vi) below. (iii) The Borrowers shall, on the date of the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt (other than Debt incurred or issued pursuant to Section 5.02(b)), prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to the amount of such Net Cash Proceeds. Each such prepayment shall be applied ratably first to the Term Facilities and to the installments thereof pro rata to the remaining installments thereof and second to the Revolving Credit Facility as set forth in clause (vi) below. (iv) The Borrowers shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances in an amount equal to the amount by which (A) the sum of the aggregate principal amount of (x) the ~~Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a)~~Revolving Credit Advances, (b)y) the Letter of Credit Advances and (z) the Swing Line Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding exceeds (B) the Revolving Credit Facility on such Business Day. (v) The Borrowers shall, ~~(c)~~on each Business Day, ~~(d) (~~pay to the Administrative Agent for deposit in the ~~case~~ L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day. (vi) Prepayments of the Revolving Credit Facility made pursuant to clause ~~(d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h),~~ (i), (lii), (niii) or (oiv) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding until such Advances are paid in full, third applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full and fourth deposited in the L/C Cash Collateral Account to cash collateralize 100% of the Available Amount of the Letters of Credit then outstanding. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant Issuing Bank or Revolving Credit Lenders, as applicable. (vii) All prepayments under this subsection (b) shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid. (viii) Anything contained in this Section 2.06(b) to the contrary notwithstanding, (A) if, following the occurrence of any “Asset Disposition” (as such term is defined in the Junior Notes Indenture or any comparable definition in any other Debt document to which either Borrower is a party (any “Other Debt Document”)), the issuance of equity or any other event under any Other Debt Document (ya “Prepayment Event”), by any Loan Party or any of its Subsidiaries, either Borrower is required to commit by a particular date (a “Commitment Date”) ~~any Casualty Event occurs, which in the aggregate results in the realization~~ to apply or ~~receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall~~ cause its Subsidiaries to ~~be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term Loans in~~ apply an amount equal to ~~100%~~ any of ~~all~~ the “Net ~~Cash Proceeds~~ Proceeds” (as defined in the Junior Notes Indenture or any comparable definition in any Other Debt Document, as the case may be) thereof in a particular manner, or to apply by a particular date (an “Application Date”) an amount equal to any such “Net Proceeds” in a particular manner, in either case in order to excuse such Borrower from being required to make an “Asset Sale Offer” (as defined in the Junior Notes Indenture or any comparable definition in any Other Debt Document, as the case may be) or any other ~~than Excluded~~ prepayment of such Debt under such Other Debt Document (a “Debt Prepayment”) in connection with such “Asset Sale” or other Prepayment Event, as the case may be, and such Borrower shall have failed to so commit or to so apply an amount equal to such “Net ~~Cash~~ Proceeds” at least 30 days before the Commitment Date or the Application Date, as the case may be, or (B) ~~received; provided that~~ if either Borrower at any other time shall have failed to apply or commit or cause to be applied any amount equal to any such “Net Proceeds” and , within 30 days thereafter assuming no further application or commitment of an amount equal to such ~~prepayment shall~~ “Net Proceeds” such Borrower would otherwise be required ~~pursuant~~ to ~~this Section 2.05(b)(ii)(A) with~~ make an “Asset Sale Offer” or Debt Prepayment, as the case may be, in respect thereof, then in either such case such Borrower shall immediately apply or cause to be applied an amount equal to such ~~portion of such~~ “Net ~~Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice~~ Proceeds” to the ~~Administrative Agent~~ payment of ~~its intent to reinvest~~ the Advances in ~~accordance with~~ the manner set forth in Section ~~2.05(b)(ii)(B~~2.06(b)(ii) ~~(which notice~~ in such amounts as shall excuse such Borrower from making any such “Asset Sale Offer” or Debt Prepayment, as the case may ~~only be provided if no Event of Default has occurred and is then continuing);~~be.

Appears in 2 contracts

Sources: Credit Agreement (Broadwing Communications Inc), Credit Agreement (Broadwing Inc)

Mandatory. (i) ~~Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b)~~The Borrower shall, the Borrower shall cause to be prepaid the Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not ~~funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less~~ later than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1. (ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) three Business Days after the date of receipt of the ~~realization~~ Net Cash Proceeds by the Borrower or ~~receipt~~ any of its Subsidiaries from: (A) the sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries (other than any property or assets expressly permitted to be sold, leased, transferred or otherwise disposed of pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 5.02(e)); (B) the incurrence or issuance by the Borrower or any of its Subsidiaries of any Debt (other than Debt expressly permitted to be incurred or issued pursuant to clause (i), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) or (xiii) of Section 5.02(b)); and (C) the issuance or sale by the Borrower or any Subsidiary thereof (which is or will be as a result thereof subject to the Securities Exchange Act of 1934, as amended) of any Equity Interests therein (other than (i) the issuance by the Borrower of (a) its common stock pursuant to equity incentive or benefit plans of the Borrower, (b) Equity Interests to effect any acquisition permitted under Section 5.02(f) hereof, provided that in the case in which the proceeds of such issuance are contemplated to be used to effect such acquisition, then all the proceeds thereof are used within 180 days of such issuance to effect such acquisition, and any such proceeds not so used by such 180th day shall be applied as a prepayment as provided herein, (c) Debt or Redeemable Preferred Interests permitted under Section 5.02(b)(viii) or Section 5.02(b)(xii) hereof, or (d) Equity Interests in connection with a redemption of Subordinated Debt to the extent contemplated in Section 5.02(i) and, (ii) the issuance by any Subsidiary of the Borrower of any Equity Interests therein (a) to the Borrower or to another Subsidiary thereof, or (b) to any other Person or Persons in an aggregate amount in any one transaction or series of related transactions not in excess of $10,000,000), prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to (x) 100% of the amount of the Net Cash Proceeds in respect of any sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries referred to in subclause (b)(i)(A) above to the extent such Net Cash Proceeds have not been reinvested within the applicable reinvestment period as provided in Section 5.02(e)(vi); (y) the first $200,000,000 of Net Cash Proceeds from the incurrence or issuance by the Borrower or any of its Subsidiaries of all Debt referred to in subclause (b)(i)(B) above plus 50% of any such Net Cash Proceeds in excess of $200,000,000; and (z) 50% of the amount of the Net Cash Proceeds of the issuance or sale by the Borrower of any Equity Interests referred to in subclause (b)(i)(C), and in the case of Net Cash Proceeds from the issuance or sale by any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above, 50% of an amount equal to the Borrower’s Percentage of such Net Cash ~~Proceeds Term Loans in an amount equal to 100%~~ Proceeds; provided, however, that prepayments of ~~all~~ Net Cash Proceeds from the issuance or sale by the Borrower or any Subsidiary of the Borrower of Equity Interests referred to in subclause (~~other than Excluded Net Cash Proceeds~~b)(i)(C) ~~received; provided that no such prepayment~~ above shall not be required if, after giving pro forma effect to such issuance or sale, the Borrower has a Leverage Ratio of less than 2.75:1.00. Each prepayment of advances required to be made pursuant to this ~~Section 2.05(b)(ii)(A~~subclause (i) shall first be applied on a pro rata basis between the Term Facilities, and with respect to ~~such portion of such Net Cash Proceeds that~~ each Term Facility, applied on a pro rata basis against the respective principal repayment installments thereof, and thereafter applied to the Revolving Credit Facility in the manner set forth in this Section 2.06(b). (ii) The Borrower ~~shall have~~shall, on ~~or prior~~ each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances and, if applicable, deposit an amount into the L/C Cash Collateral Account equal to the amount by which (A) the sum of (1) the aggregate principal amount of all Revolving Credit Advances, Letter of Credit Advances and Swing Line Advances outstanding on such ~~date~~Business Day and (2) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day exceeds (B) the Revolving Credit Facility on such Business Day (after giving effect to any permanent reduction thereof pursuant to Section 2.05 on such Business Day). (iii) The Borrower shall, ~~given written notice~~ on each Business Day, pay to the Administrative Agent for deposit into the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account on such Business Day to equal the amount by which (A) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day exceeds (B) the Letter of Credit Facility on such Business Day (after giving effect to any permanent reduction thereof pursuant to Section 2.05 on such Business Day). (iv) Prepayments of the Revolving Credit Facility made pursuant to clause (i), (ii) or (iii) of this Section 2.06(b), first, shall be applied to prepay Letter of Credit Advances outstanding at such time until all such Letter of Credit Advances are paid in full, second, shall be applied to prepay Swing Line Advances outstanding at such time until all such Swing Line Advances are paid in full, third, shall be applied to prepay Revolving Credit Advances comprising part of the same Borrowings and outstanding at such time until all such Revolving Credit Advances are paid in full and, fourth, shall be deposited into the L/C Cash Collateral Account to cash collateralize 100% of the Available Amount of all Letters of Credit outstanding at such time; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.06(b), the amount remaining, if any, after the prepayment in full of all Advances outstanding at such time and the 100% cash collateralization of the aggregate Available Amount of all Letters of Credit outstanding at such time (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its ~~intent~~ business, and the Letter of Credit Facility shall be automatically and permanently reduced as set forth in Section 2.05(b)(iii). Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied (without any further action by or notice to ~~reinvest in accordance with Section 2.05(b)(ii)(B~~or from the Borrower or any other Loan Party) ~~(which notice may only be provided if no Event of Default has occurred and is then continuing);~~to reimburse the Issuing Bank or the Revolving Credit Lenders, as applicable.

Appears in 2 contracts

Sources: Credit Agreement (Davita Inc), Credit Agreement (Davita Inc)

Mandatory. (i) Within ~~five (5)~~ 10 Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall ~~cause~~ prepay, subject to ~~be prepaid the~~ Section 2.05(d), an aggregate principal amount of Term Loans in an amount equal to (A) ~~50%~~ the ECF Percentage of Excess Cash Flow, if any, for ~~the fiscal year covered by~~ such ~~financial statements~~ Fiscal Year (commencing with the ~~fiscal year~~ Fiscal Year ended on December 3129, ~~2007)~~ 2014), minus (B) the sum of (i1) ~~all voluntary~~ the amount of any cash prepayments of the Term Loans made pursuant to Section 2.05(a) during such ~~fiscal year~~ Fiscal Year, including any prepayment at a discount to par pursuant to Section 2.05(a)(vi) in an amount not to exceed the actual cash amount of the repayment (and, in each case, not previously applied by the Borrower in such Fiscal Year pursuant to the following clause (2) to reduce the prepayment required by this Section 2.05(b)(i) for the preceding Fiscal Year), (2) at the Borrower’s election, all or any amount of any cash prepayment of the Term Loans made pursuant to Section 2.05(a) after the end of such Fiscal Year and on or prior to the date of such prepayment, including any prepayment at a discount to par pursuant to Section 2.05(a)(vi) in an amount not to exceed the actual cash amount of the repayment, (ii3) ~~all voluntary prepayments of Revolving Credit Loans during such fiscal year~~ solely to the extent the Revolving Credit Commitments are ~~permanently~~ reduced by pursuant to Section 2.06(a) in connection therewith (and solely to the extent of the amount of such ~~payments~~reduction), in the ~~case~~ amount of ~~each~~ any cash prepayments of the ~~immediately~~ Revolving Credit Loans made pursuant to Section 2.05(a) during such Fiscal Year (and not previously applied by the Borrower in such Fiscal Year pursuant to the following clause (4) to reduce the prepayment required by this Section 2.05(b)(i) for the preceding ~~clauses (i)~~ Fiscal Year), and (ii4) solely to the extent the Revolving Credit Commitments are reduced pursuant to Section 2.06(a) in connection therewith (and solely to the extent of the amount of such reduction), at the Borrower’s election, all or any amount of any cash prepayment of the Revolving Credit Loans made pursuant to Section 2.05(a) after the end of such Fiscal Year and on or prior to the date of such prepayment and (5) the portion of the Excess Cash Flow applied (to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase other Indebtedness that is secured by the Collateral on a pari passu basis with the Obligations to the extent such ~~prepayments~~ other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with Excess Cash Flow, in each case in an amount not to exceed the product of (x) the amount of Excess Cash Flow and (y) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding principal amount of Term Loans and all such other Indebtedness; provided that in each case under clause (B) above, no voluntary prepayment funded with the proceeds of ~~Indebtedness; provided that if~~ an incurrence of Indebtedness with a maturity date more than twelve months from the ~~Total Leverage Ratio as~~ date of incurrence thereof (other than Revolving Credit Loans hereunder or loans under any other revolving facility available to the Borrower or any of its Restricted Subsidiaries) may be applied pursuant to clause (B) above to reduce the amount of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be prepayment required under this Section 2.05(b)(i); provided, further, that the prepayment set forth in this subsection 2.05(b)(i) if shall apply solely to the ~~Total Leverage Ratio as~~ extent that after giving effect thereto, the Available Liquidity of the ~~last day of the fiscal year covered by such financial statements is less than 4.5:1~~Borrower and its Restricted Subsidiaries shall equal or exceed $500,000,000. (ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition ~~of any property~~ (1) to a Loan Party or ~~assets permitted~~ (2) by a Restricted Subsidiary that is not a Loan Party to another Restricted Subsidiary that is not a Loan Party) pursuant to Section ~~7.05(a~~7.05(e), (bp), (cs), (dt), (u), (v) or (~~in the case of clause (d)(i)~~ to the extent ~~constituting a Disposition by any Restricted Subsidiary~~ required pursuant to ~~a Loan Party),~~ the definition of “Asset Swap Transaction”) (~~e), (g), (h), (i), (l), (n~~x) ~~or (o)),~~ or (y) any Casualty Event occurs, ~~which~~ and any transaction or series of related transactions described in the ~~aggregate~~ foregoing clauses (x) and (y) results in the ~~realization or~~ receipt by the Borrower or such Restricted Subsidiary of aggregate Net Cash ~~Proceeds~~Proceeds in excess of $50,000,000 in any Fiscal Year (any such transaction or series of related transactions resulting in Net Cash Proceeds being a “Relevant Transaction”), subject to Section 2.05(d), the Borrower shall ~~cause to be prepaid on or prior~~ (1) give written notice to the ~~date which is ten (10) Business Days~~ Administrative Agent thereof promptly after the date of ~~the realization or~~ receipt of such Net Cash Proceeds and (2) except to the extent the Borrower elects in such notice to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B), prepay an aggregate principal amount of Term Loans in an amount equal to ~~100%~~ the Disposition/Casualty Event Percentage of ~~all~~ the Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds) received~~received from such Relevant Transaction within 15 Business Days of receipt thereof by the Borrower or such Restricted Subsidiary; provided that no the Borrower may use a portion of the Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness that is secured by the Collateral on a pari passu basis with the Obligations to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment ~~shall be required pursuant~~ or repurchase thereof with the proceeds of such Relevant Transaction, in each case in an amount not to ~~this Section 2.05(b)(ii)(A~~exceed the product of (1) ~~with respect to such portion~~ the amount of such Net Cash Proceeds ~~that~~ and (2) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding principal amount of Term Loans and all such other Indebtedness. Notwithstanding anything in the first sentence of this Section 2.05(b)(ii)(A) to the contrary, in no event shall any Net Cash Proceeds received by the Borrower ~~shall have~~or any Restricted Subsidiary with respect to a Disposition of any Excluded Disposition Assets, on the Equity Interests of any Excluded Disposition Subsidiary or ~~prior~~ an Unrestricted Subsidiary that has no material assets other than Excluded Disposition Assets or the Equity Interests of Excluded Disposition Subsidiaries, be required to ~~such date, given written notice~~ be applied to repay the ~~Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);~~Term Loans.

Appears in 2 contracts

Sources: Credit Agreement (Tribune Media Co), Credit Agreement (Chicagoland Television News, LLC)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section ~~6.02(b~~6.02(a), but in any event not later than one hundred and twenty-five (125) days after the end of each fiscal year of the Borrower beginning with the first full fiscal year ended after the Closing Date, the Borrower shall ~~cause to be prepaid the~~ prepay an aggregate principal amount of Term Loans in an amount equal to (A) 50% ~~of Excess Cash Flow, if any, for the fiscal year covered by such financial statements~~ (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year as may be adjusted pursuant to the ~~extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i~~proviso below) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements commencing with the first full fiscal year ended after the Closing Date minus (B) the aggregate amount of voluntary principal prepayments of (x) the Term Loans pursuant to Section 2.03(a)(i), (y) the Second Lien Loans pursuant to Section 2.03(a)(i) of the Second Lien Credit Agreement and ~~no payment~~ (z) the ABL Loans pursuant to Section 2.05(a)(i) of ~~any~~ the ABL Facility (but only to the extent accompanied by a corresponding permanent reduction in the revolving credit commitments), minus (C) the aggregate discounted amount actually paid in cash by the Borrower Purchasing Parties in connection with all Discounted Voluntary Prepayments pursuant to Section 2.03(a)(iii) and all Discounted Voluntary Prepayments (as defined in the Second Lien Credit Agreement) of the Second Lien Loans pursuant to Section 2.03(a)(iii) of the Second Lien Credit Agreement (in the case of clauses (B) and (C), to the extent financed with internally generated funds); provided that such percentage shall be ~~required under this Section 2.05(b)(i)~~ reduced to 25% or 0% if the Total Leverage Ratio as of the last day of the prior fiscal year ~~covered by such financial statements is~~ was less than ~~4.5:1~~5.50:1.00 or 5.00:1.00, respectively. ~~(ii)~~ (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of (i) assets comprising the ABL Priority Collateral or (ii) any property or assets by the Borrower or any of its Restricted Subsidiaries permitted by Section 7.05(a), (b), (c), (d~~) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~), (e), (gf), (h), (i), (lj), (nk), (l) or (on)), ) or (y) any Casualty Event (other than any Casualty Event with respect to assets comprising the ABL Priority Collateral) occurs, ~~which~~ and any transaction or series of related transactions described in the ~~aggregate~~ foregoing clauses (x) and (y) results in the realization or receipt by the Borrower ~~or such~~ and its Restricted ~~Subsidiary~~ Subsidiaries of Net Cash ~~Proceeds~~Proceeds in excess of $1,000,000 (any such transaction or series of related transactions being a “Relevant Transaction”), then if such Relevant Transaction, together with all other Relevant Transactions occurring in the ~~Borrower shall cause to be prepaid on or prior to~~ same fiscal year of the ~~date which is ten (10) Business Days after the date of~~ Borrower, would result in the realization or receipt by the Borrower and its Restricted Subsidiaries of aggregate Net Cash Proceeds in excess of $2,500,000, the Borrower shall, except to the extent the Borrower elects to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.03(b)(ii)(B) (which election may only be made if no Event of Default has occurred and is then continuing), prepay an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received from such Relevant Transaction within two (2) Business Days of receipt thereof by the Borrower or such Restricted Subsidiary. (B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event (other than ~~Excluded Net Cash Proceeds) received; provided that~~ as specifically excluded in Section 2.03(b)(ii)(A)), at the option of the Borrower, and so long as no ~~such prepayment~~ Event of Default shall have occurred and be ~~required pursuant to this Section 2.05(b)(ii)(A) with respect to such~~ continuing, the Borrower or the applicable Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within three hundred and sixty-five (365) days following receipt of such Net Cash Proceeds (or, if Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, 545 days following receipt of such Net Cash Proceeds); provided, however, that if any Net Cash Proceeds are no longer intended to be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.03. (iii) Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Specified Refinancing Debt or any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall ~~have~~prepay an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary. (iv) Subject to Sections 2.12(b)(ii) and 2.13, each prepayment of Term Loans pursuant to this Section 2.03(b) shall be applied pro rata among the Term Facility and, unless otherwise provided in the documentation governing any Incremental First Lien Term Loans, any Incremental First Lien Term Loans (or, in the case of the incurrence of Specified Refinancing Debt, to the Term Facility or an Incremental First Lien Term Facility, as designated by the Borrower, to be refinanced with the proceeds thereof and allocated among the Term Facility or such Incremental First Lien Term Facilities, as specified by the Borrower) (and within any Class of the Term Facility and the Incremental First Lien Term Loans on a pro rata basis to the applicable Lenders of such Class) and (i) in the case of the Term Facility, to the principal repayment installments thereof, in direct order of maturities, to the remaining installments of each Class of the Term Facility, or ~~prior~~ as otherwise directed by the Borrower to the remaining installments of each Class of the Term Facility, and (ii) in the case of each Incremental First Lien Term Loan Tranche, as set forth in the Incremental First Lien Term Commitments Amendment with respect to such ~~date, given written notice~~ Incremental First Lien Term Loan Tranche; and each such prepayment shall be paid to the ~~Administrative Agent of its intent to reinvest~~ Term Lenders and the Incremental First Lien Lenders in accordance with ~~Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);~~their respective Pro Rata Shares.

Appears in 2 contracts

Sources: First Lien Credit Agreement (GMS Inc.), First Lien Credit Agreement (GMS Inc.)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall ~~cause to be prepaid the Term~~ prepay an aggregate principal amount of Loans in an amount equal to (A) 50% ~~of Excess Cash Flow, if any, for the fiscal year covered by such financial statements~~ (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year as may be adjusted pursuant to the ~~extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i~~proviso below) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements commencing with the fiscal year ended December 31, 2009 minus (B) the aggregate amount of voluntary principal prepayments of the Loans (except prepayments of (x) Swing Line Loans and ~~no payment~~ (y) Revolving Credit Loans unless accompanied by a corresponding permanent commitment reduction of ~~any Loans~~ the Revolving Credit Facility); provided, that such percentage shall be ~~required under this Section 2.05(b)(i)~~ reduced to 0% if the ~~Total~~ Leverage Ratio as of the last day of the prior fiscal year ~~covered by such financial statements is~~ was less than ~~4.5:1~~2.50:1.00. (ii) (A) If (x) ~~the Borrower~~ Holdings or any ~~Restricted Subsidiary~~ of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (~~in the case of clause (d)(i)~~ to the extent constituting a Disposition by any ~~Restricted~~ Subsidiary that is not a Loan Party to a Loan Party), (e), (g), (h), (i), (~~l), (n~~j) or (ok)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by ~~the Borrower~~ Holdings or such ~~Restricted~~ Subsidiary of Net Cash Proceeds, in excess of $1,000,000, the Borrower shall ~~cause~~ (1) give written notice to ~~be prepaid~~ the Administrative Agent thereof on or prior to ~~the date which is ten (10) Business Days after~~ the date of the realization or receipt of such Net Cash Proceeds ~~Term~~ and (2) except to the extent the Borrower elects in such notice to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) (which election may only be made if no Event of Default has occurred and is then continuing), prepay an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom within two (~~other than Excluded Net Cash Proceeds~~2) ~~received; provided that no~~ Business Days of receipt thereof by Holdings or such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);Subsidiary.

Appears in 2 contracts

Sources: Credit Agreement (Michael Foods Inc/New), Credit Agreement (Michael Foods Inc/New)

Mandatory. (ia) Within five (5) Business Days after financial statements have been or are required to have been delivered pursuant to Section ~~6.01(a~~6.01(1) and the related Compliance Certificate has been or is required to have been delivered pursuant to Section ~~6.02(b~~6.02(1) (such date, the “ECF Due Date”), commencing with the delivery of financial statements for the fiscal year ended December 31, 2018, the Borrower ~~shall~~ shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or cause to be ~~prepaid the~~ prepaid, an aggregate principal amount of Term Loans ~~in an amount~~ (the “ECF Payment Amount”) equal to ~~(A)~~ 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements ~~(commencing with the fiscal year ended December 31, 2007)~~ minus ~~(B)~~ the sum of all voluntary prepayments of: (i) ~~all voluntary prepayments of~~ Term Loans ~~during~~ made pursuant to Sections 2.05(1)(a) and 2.05(1)(e) (in an amount, in the case of prepayments pursuant to Section 2.05(1)(e), equal to the discounted amount actually paid in respect of the principal amount of such ~~fiscal year~~ Term Loans and only to the extent that such Loans have been cancelled); (ii) ~~all voluntary prepayments of Revolving~~ Credit ~~Loans during such fiscal year~~ Agreement Refinancing Indebtedness and Permitted Incremental Equivalent Debt, in each case to the extent secured in whole or in part on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies); and (iii) Revolving ~~Credit~~ Loans and loans under any other revolving facility that is secured, in whole or in part, on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies) (in each case of this clause (iii) (and with respect to any revolving facility under clause (ii) above), to the extent accompanied by a permanent reduction in the corresponding Revolving Commitments ~~are permanently reduced by the amount of such payments,~~ or other revolving commitments); in the case of each of the immediately preceding clauses (i), (ii) and (iiiii), made during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(2)(a) for any prior fiscal year) or after the fiscal year-end but prior to the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of such fiscal year and in each case to the extent such prepayments are not funded with the proceeds of ~~Indebtedness~~Funded Debt (other than any Indebtedness under a Revolving Facility or any other revolving credit facilities); provided that (w) a prepayment of Term Loans pursuant to this Section 2.05(2)(a) in respect of any fiscal year shall only be required in the amount (if any) by which the ECF Payment Amount for such fiscal year exceeds $5,000,000, (x) the ECF Percentage shall be 25% if the ~~Total~~ First Lien Net Leverage Ratio as of the ~~last day~~ end of the fiscal year covered by such financial statements is was less than ~~5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount~~ or equal to ~~25% of Excess Cash Flow for~~ 1.75 to 1.00 and greater than 1.25 to 1.00 and (y) the ~~fiscal year covered by such financial statements and no payment of any Loans~~ ECF Percentage shall be ~~required under this Section 2.05(b)(i)~~ 0% if the ~~Total~~ First Lien Net Leverage Ratio as of the ~~last day~~ end of the fiscal year covered by such financial statements is was less than ~~4.5:1~~or equal to 1.25 to 1.00; provided, further, that: (A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge Other Applicable Indebtedness with Other Applicable ECF pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such portion of Excess Cash Flow otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(a) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(a) shall be reduced accordingly (provided that the portion of such Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable ECF required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Excess Cash Flow shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a)); and (B) to the extent the lenders or holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of Excess Cash Flow, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a). (~~ii) (A~~i) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), makes an Asset Sale or (y) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net ~~Cash~~ Proceeds, the Borrower shall prepay, or cause to be ~~prepaid~~ prepaid, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or such Restricted Subsidiary of such Net ~~Cash Proceeds~~ Proceeds, subject to clause (ii) of this Section 2.05(2)(b) and clauses (2)(g) and (h) of this Section 2.05, an aggregate principal amount of Term Loans ~~in an amount~~ equal to 100% (such percentage as it may be reduced as described below, the “Net Proceeds Percentage”) of all Net ~~Cash~~ Proceeds ~~(other than Excluded Net Cash Proceeds)~~ realized or received; provided that no ~~such~~ prepayment shall be required pursuant to this Section ~~2.05(b)(ii)(A~~2.05(2)(b)(i) with respect to such portion of such Net ~~Cash~~ Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest (or entered into a binding commitment to reinvest) in accordance with Section ~~2.05(b)(ii)(B~~2.05(2)(b)(ii); provided, further, that: (A) if at the time that any such prepayment would be required, the Borrower (~~which notice~~ or any Restricted Subsidiary) is required to Discharge any Other Applicable Indebtedness with Other Applicable Net Proceeds pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may ~~only~~ apply such Net Proceeds otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(b)(i) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time), to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(b)(i) shall be reduced accordingly (provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if ~~no Event~~ any, of ~~Default has occurred and is then continuing~~such portion of Net Proceeds shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(b)(i)); (B) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of such Net Proceeds, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(b)(i). (ii) With respect to any Net Proceeds realized or received with respect to any Asset Sale or any Casualty Event, the Borrower or any Restricted Subsidiary, at its option, may reinvest all or any portion of such Net Proceeds in assets useful for their business within (x) twelve months following receipt of such Net Proceeds or (y) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt thereof and (B) one hundred eighty (180) days of the date of such legally binding commitment; provided that, if any Net Proceeds are no longer intended to be or cannot be so reinvested at any time after such reinvestment election, and subject to clauses (g) and (h) of this Section 2.05(2), an amount equal to any such Net Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05. (c) [Reserved]. (d) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness (i) not expressly permitted to be incurred or issued pursuant to Section 7.02 or (ii) that constitutes Other Loans or Credit Agreement Refinancing Indebtedness, in each case, incurred or issued to refinance any Class (or Classes) of Term Loans resulting in Net Proceeds (as opposed to such Credit Agreement Refinancing Indebtedness or Other Loans arising out of an exchange of existing Term Loans for such Credit Agreement Refinancing Indebtedness or Other Loans), the Borrower shall prepay, or cause to be prepaid, an aggregate principal amount of Term Loans of any Class or Classes (in each case, as directed by the Borrower) equal to 100% of all Net Proceeds received therefrom on or prior to the date which is one (1) Business Day after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds. (i) Except as otherwise set forth in any Refinancing Amendment, Extension Amendment or Incremental Amendment, each prepayment of Term Loans required by Sections 2.05(2)(a), (b) and (d)(i) shall be allocated to any Class of Term Loans outstanding as directed by the Borrower, shall be applied pro rata to Term Lenders within such Class of Term Loans, based upon the outstanding principal amounts owing to each such Term Lender under such Class of Term Loans and shall be applied to reduce such remaining scheduled installments of principal within such Class of Term Loans in direct order of maturity; provided that:

Appears in 2 contracts

Sources: Credit Agreement (GreenSky, Inc.), Credit Agreement (GreenSky, Inc.)

Mandatory. (i) ~~Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b)~~If any Borrower Disposes of a Vessel, the ~~Borrower~~ Borrowers shall ~~cause~~ prepay an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received from such Disposition immediately upon receipt thereof by such Person (such prepayments to be ~~prepaid the Term Loans~~ applied as set forth in ~~an amount equal to~~ clause (Aiii) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (iibelow), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1.; (ii) ~~(A)~~ If ~~(x) the Borrower or any Restricted Subsidiary Disposes~~ an Event of ~~any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (~~Loss shall occur in ~~the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary~~ relation to a ~~Loan Party)~~Vessel, ~~(e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in~~ the Borrowers shall prepay the aggregate ~~results in~~ principal amount of the ~~realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid~~ Loans on ~~or prior to the date which is ten (10) Business Days after~~ the date of ~~the realization or~~ receipt of ~~such Net Cash Proceeds Term Loans~~ insurance proceeds or other compensation attributable thereto in an amount equal to 100% of ~~all Net Cash Proceeds~~ such proceeds or other compensation (such prepayments to be applied as set forth in clause (iii) below); provided, however, if the insurance proceeds or other ~~than Excluded Net Cash Proceeds) received; provided that no~~ compensation attributable to such ~~prepayment~~ Event of Loss shall not have been received by the Administrative Agent within 180 days following the date on which such Event of Loss shall be deemed to have occurred, the Borrowers shall prepay the aggregate principal amount of the Loans on such 180th day by an amount equal to the amount of insurance against total loss required to be maintained in respect of such Vessel pursuant to the Preferred Vessel Mortgage thereon. (iii) Each prepayment of Loans pursuant to this Section ~~2.05(b)(ii)(A~~2.05(b) shall be applied, first, to the Term 2 Facility to the principal installments thereof in the inverse order of maturity and, second, to the Term 1 Facility to the principal installments thereof in the inverse order of maturity. (iv) Commencing with ~~respect~~ the fiscal year ending December 31, 2011, the Borrowers shall repay the Loans in an amount equal to the Lenders’ Allocated Percentage of Excess Cash, calculated semi-annually, (A) within 60 days after the end of any fiscal year and (B) within 45 days after the end of each other semi-annual period (such ~~portion~~ prepayments to be applied as set forth in clause (iii) above). (v) If any Loan Party receives Net Cash Proceeds from the Disposition of any asset constituting Collateral in accordance with Section 7.05(g), the Borrowers shall prepay an aggregate principal amount of the Loans equal to 100% of the Net Cash Proceeds of such Net Cash Proceeds ~~that~~ immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iii) above); (vi) If any Loan Party receives Net Cash Proceeds from the ~~Borrower shall have, on or prior to such date, given written notice to the Administrative Agent~~ Disposition of ~~its intent to reinvest~~ any asset not constituting Collateral in accordance with Section ~~2.05(b)(ii)(B~~7.05(h), the Borrowers shall prepay an aggregate principal amount of the Loans equal to the Lender’s Allocated Percentage of such Net Cash Proceeds (after the repayment of any Indebtedness that is secured by such asset that is required to be repaid in connection with such transaction, other than Indebtedness under the Loan Documents) immediately upon receipt thereof by such Person (~~which notice may only~~ such prepayments to be ~~provided if no Event of Default has occurred and is then continuing~~applied as set forth in clause (iii) above);.

Appears in 2 contracts

Sources: Credit Agreement (TBS International PLC), Credit Agreement (TBS International PLC)

Mandatory. (i) ~~Within five (5)~~ The Borrower shall, on the third Business ~~Days after financial statements have been delivered pursuant to Section 6.01(a) and~~ Day following the ~~related Compliance Certificate has been delivered pursuant to Section 6.02(b),~~ receipt by the Borrower ~~shall cause~~ after the Effective Date of (A) Net Cash Proceeds from any Asset Sales or (B) Net Cash Proceeds from the incurrence of any Bridge Debt, offer to ~~be prepaid~~ prepay, on a pro rata basis, an aggregate principal amount of the Term Loans in an amount equal to ~~(A) 50%~~ the Banks’ Ratable Share of ~~Excess~~ such Net Cash ~~Flow, if any, for~~ Proceeds and the ~~fiscal year covered by~~ Term Loan Banks shall have the option to accept or refuse such ~~financial statements (commencing~~ prepayment in accordance with the ~~fiscal year ended December 31~~provisions set forth in Section 2.10(c). Upon the payment in full of the Term Loans, ~~2007) minus~~ the Borrower shall apply such Net Cash Proceeds to prepay the Revolving Credit Loans outstanding at such time (~~B) the sum~~ without any reduction of ~~(i) all voluntary prepayments of Term Loans during such fiscal year and~~ Revolving Credit Loan Commitments, except as set forth in Section 2.09(b)(ii)). (ii) ~~all voluntary prepayments~~ The Borrower shall, on the third Business Day following the date of ~~Revolving Credit Loans during such fiscal year~~ receipt of Net Cash Proceeds from the issuance of Debt by any Subsidiary of the Borrower permitted pursuant to Section 5.07(b)(ii) (but only to the extent applicable pursuant to the proviso thereof) and Section 5.07(b)(vi) (but only to the extent the ~~Revolving Credit Commitments are permanently reduced~~ Debt was incurred by ~~the~~ IPALCO or a Subsidiary Guarantor), offer to prepay an aggregate principal amount of ~~such payments, in~~ the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Term Loans in an aggregate amount equal to ~~25% of Excess Cash Flow for~~ the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1. (ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt Banks’ Ratable Share of such ~~Net Cash Proceeds Term Loans in an amount equal to 100% of all~~ Net Cash Proceeds (other than ~~Excluded Net Cash Proceeds) received; provided that no such~~ $200,000,000 of additional Debt of IPALCO and the Subsidiary Guarantors incurred after the Effective Date). The Term Loan Banks shall have the option to accept or refuse any prepayment ~~shall be required~~ pursuant to this Section ~~2.05(b)(ii)(A~~2.10(b)(ii) in accordance with ~~respect~~ the provisions set forth in Section 2.10(c). So long as Net Cash Proceeds referred to ~~such portion of~~ in this Section 2.10(b)(ii) are received by the Borrower, the Borrower agrees to use all reasonable efforts to cause all such Net Cash Proceeds ~~that~~ permitted to be distributed to be so distributed. Upon the payment in full of the Term Loans, the Borrower shall ~~have, on or prior~~ apply such Net Cash Proceeds to prepay the Revolving Credit Loans outstanding at such ~~date, given written notice to the Administrative Agent~~ time (without any reduction of ~~its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing~~Revolving Credit Loan Commitments);.

Appears in 2 contracts

Sources: Credit and Reimbursement Agreement (Aes Corp), Credit and Reimbursement Agreement (Aes Corp)

Mandatory. (i) ~~Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b)~~The Borrower shall, the Borrower shall cause to be prepaid the Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not ~~funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less~~ later than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1. (ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) three Business Days after the date of receipt of the ~~realization~~ Net Cash Proceeds by the Borrower or ~~receipt~~ any of its Subsidiaries from: (A) the sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries (other than any property or assets expressly permitted to be sold, leased, transferred or otherwise disposed of pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 5.02(e)); (B) the incurrence or issuance by the Borrower or any of its Subsidiaries of any Debt (other than Debt expressly permitted to be incurred or issued pursuant to clause (i), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) or (xiii) of Section 5.02(b)); and (C) the issuance or sale by the Borrower or any Subsidiary thereof (which is or will be as a result thereof subject to the Securities Exchange Act of 1934, as amended) of any Equity Interests therein (other than (i) the issuance by the Borrower of (a) its common stock pursuant to equity incentive or benefit plans of the Borrower, (b) Equity Interests to effect any acquisition permitted under Section 5.02(f) hereof, provided that in the case in which the proceeds of such issuance are contemplated to be used to effect such acquisition, then all the proceeds thereof are used within 180 days of such issuance to effect such acquisition, and any such proceeds not so used by such 180th day shall be applied as a prepayment as provided herein, or (c) Equity Interests in connection with a redemption of Subordinated Debt to the extent contemplated in Section 5.02(i) and, (ii) the issuance by any Subsidiary of the Borrower of any Equity Interests therein (a) to the Borrower or to another Subsidiary thereof, or (b) to any other Person or Persons in an aggregate amount in any one transaction or series of related transactions not in excess of $10,000,000), prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to (x) 100% of the amount of the Net Cash Proceeds in respect of any sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries referred to in subclause (b)(i)(A) above to the extent such Net Cash Proceeds have not been reinvested within the applicable reinvestment period as provided in Section 5.02(e)(vi); (y) the first $200,000,000 of Net Cash Proceeds from the incurrence or issuance by the Borrower or any of its Subsidiaries of all Debt referred to in subclause (b)(i)(B) above plus 50% of any such Net Cash Proceeds in excess of $200,000,000; and (z) 50% of the amount of the Net Cash Proceeds of the issuance or sale by the Borrower of any Equity Interests referred to in subclause (b)(i)(C), and in the case of Net Cash Proceeds from the issuance or sale by any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above, 50% of an amount equal to the Borrower's Percentage of such Net Cash ~~Proceeds Term Loans in an amount equal to 100%~~ Proceeds; provided however, that prepayments of ~~all~~ Net Cash Proceeds from the issuance or sale by the Borrower or any Subsidiary of the Borrower of Equity Interests referred to in subclause (~~other than Excluded Net Cash Proceeds~~b)(i)(C) ~~received; provided that no such prepayment~~ above shall not be required if, after giving pro forma effect to such issuance or sale, the Borrower has a Leverage Ratio of less than 2.75:1.00. Each prepayment of advances required to be made pursuant to this ~~Section 2.05(b)(ii)(A~~subclause (i) shall first be applied on a pro rata basis between the Term Facilities, and with respect to ~~such portion of such Net Cash Proceeds that~~ each Term Facility, applied on a pro rata basis against the respective principal repayment installments thereof, and thereafter applied to the Revolving Credit Facility in the manner set forth in this Section 2.06(b). (ii) The Borrower ~~shall have~~shall, on ~~or prior~~ each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances and, if applicable, deposit an amount into the L/C Cash Collateral Account equal to the amount by which (A) the sum of (1) the aggregate principal amount of all Revolving Credit Advances, Letter of Credit Advances and Swing Line Advances outstanding on such ~~date~~Business Day and (2) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day exceeds (B) the Revolving Credit Facility on such Business Day (after giving effect to any permanent reduction thereof pursuant to Section 2.05 on such Business Day). (iii) The Borrower shall, ~~given written notice~~ on each Business Day, pay to the Administrative Agent for deposit into the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account on such Business Day to equal the amount by which (A) the aggregate Available Amount of ~~its intent~~ all Letters of Credit outstanding on such Business Day exceeds (B) the Letter of Credit Facility on such Business Day (after giving effect to ~~reinvest in accordance with~~ any permanent reduction thereof pursuant to Section ~~2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing~~2.05 on such Business Day);.

Appears in 2 contracts

Sources: Credit Agreement (Davita Inc), Credit Agreement (Davita Inc)

Mandatory. (i) ~~Within five~~ Beginning with the fiscal year ending December 31, 2016, within ten (510) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the ~~Borrower~~ Borrowers shall ~~cause to be prepaid the Term~~ prepay an aggregate principal amount of Loans ~~in an amount~~ equal to (AI) ~~50% of Excess Cash Flow,~~ the excess (if any~~, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007~~) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% ECF Percentage of Excess Cash Flow for the fiscal year covered by such financial statements over (II) (x) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) (such prepayments to be applied as set forth in clauses (vi) and ~~no payment~~ (ix) below) and (y) the aggregate principal amount of ~~any~~ Revolving Credit Loans ~~shall be required under this~~ prepaid pursuant to Section ~~2.05(b)(i~~2.05(a)(i) if and accompanied by a permanent reduction in the ~~Total Leverage Ratio as~~ Revolving Credit Commitment equal to the amount of ~~the last day of the fiscal year covered by~~ such ~~financial statements is less than 4.5:1.~~prepayment pursuant to Section 2.06(a); (ii) ~~(A)~~ If ~~(x) the Borrower~~ any Loan Party or any ~~Restricted Subsidiary~~ of its Subsidiaries Disposes of any property pursuant to Section 7.05(f) or ~~assets~~ (~~other than any Disposition of any property~~ p) or ~~assets~~ pursuant to a transaction not otherwise permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, 7.05 which ~~in the aggregate~~ results in the realization ~~or receipt~~ by ~~the Borrower or~~ such ~~Restricted Subsidiary~~ Person of Net Cash ~~Proceeds~~Proceeds in excess of $1,000,000 in any fiscal year, the ~~Borrower~~ Borrowers shall ~~cause~~ prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within five (5) Business Days receipt thereof by such Person (such prepayments to be ~~prepaid~~ applied as set forth in clauses (vi) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date ~~which is ten~~ of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within two hundred seventy (10270) ~~Business Days~~ days after the ~~date of the realization or~~ receipt of such Net Cash Proceeds ~~Term~~ (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within ninety (90) days after the expiration of such two hundred seventy- (270-) day period), such purchase shall have been consummated (as certified by the Borrowers in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). (iii) [Intentionally Omitted]. (iv) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (~~other than Excluded~~ such prepayments to be applied as set forth in clauses (vi) and (ix) below). (v) Upon any Casualty/Condemnation Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds in excess of $1,000,000 in any fiscal year received therefrom within five (5) Business Days after receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of a Casualty/Condemnation Receipt, at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds~~) received; provided that~~ ), and so long as no ~~such prepayment~~ Default shall have occurred and be continuing, the Borrowers shall not be required ~~pursuant~~ to ~~this Section 2.05(b)(ii)(A) with~~ prepay Loans hereunder in respect of such Net Cash Proceeds to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in assets used or useful in the business of such Loan Party or its Subsidiaries within two hundred seventy (270) days after the receipt of such Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within ninety (90) days after the expiration of such two hundred seventy- (270-) day period); and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v). (vi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the next four (4) principal repayment installments under the Term A Facility in direct order of maturity, second, to the remaining principal repayment installments under the Term A Facility (other than the final scheduled installment due on the Maturity Date) on a pro-rata basis and, third, to the Revolving Credit Facility in the manner set forth in clause (ix) of this Section 2.05(b). (vii) Notwithstanding any other provisions of this Section 2.05(b), (i) to the extent that any of or all the Net Cash Proceeds of any Asset Sale by a Non-Guarantor Subsidiary (a “Non-Guarantor Disposition”), the Net Cash Proceeds of any Casualty/Condemnation Receipt from a Non-Guarantor Subsidiary (a “Non-Guarantor Recovery Event”), or Excess Cash Flow attributable to any Non-Guarantor Subsidiary is prohibited or delayed by applicable local law from being repatriated to the applicable Borrowers, an amount equal to the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to prepay Loans and, instead, such amounts may be retained so long, but only so long, as the applicable local law will not permit repatriation to the applicable Borrowers (the Borrowers hereby agree to cause the applicable Non-Guarantor Subsidiary to use commercially reasonable efforts to take actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, an amount equal to such Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two (2) Business Days after such repatriation) be offered to be applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Loans pursuant to this Section 2.05(b) to the extent provided herein and (ii) to the extent that the ~~Borrower shall have~~Borrowers have determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Non-Guarantor Disposition, any Non-Guarantor Recovery Event or attributed Excess Cash Flow would have a material adverse tax cost consequence (after Holdings, the Borrowers and/or the applicable Non-Guarantor Subsidiary have used commercially reasonable efforts to take actions to reduce such tax consequences and after taking into account available foreign tax credits) with respect to such Net Cash Proceeds or Excess Cash Flow, an amount equal to the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Non-Guarantor Subsidiary, provided that, in the case of this clause (ii) on or ~~prior~~ before that date on which any such Net Cash Proceed or Excess Cash Flow so retained would otherwise have been required to be applied to prepayments pursuant to Section 2.05, the Borrowers may apply an amount equal to such ~~date~~Net Cash Proceeds or Excess Cash Flow to such prepayments as if such Net Cash Proceeds or Excess Cash Flow has been received by the Borrowers (net of additional taxes that would be payable had such amounts actually been repatriated). (viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, ~~given written~~ the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (ix) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans (without a corresponding reduction of the Revolving Credit Commitments), and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the ~~Administrative Agent~~ Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. (x) Upon the receipt by any Loan Party of ~~its intent~~ the proceeds of any Specified Equity Contribution pursuant to ~~reinvest~~ Section 8.04, such Loan Party shall promptly prepay the Term Loans with such proceeds which will be applied in accordance with Section ~~2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing~~2.05(a)(i);.

Appears in 2 contracts

Sources: Credit Agreement (Ichor Holdings, Ltd.), Credit Agreement (Ichor Holdings, Ltd.)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section ~~6.02(b~~6.02(a), the Borrower shall cause to be offered to be prepaid ~~the~~ in accordance with clause (b)(ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) ~~50%~~ the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements ~~(commencing with the fiscal year ended December 31, 2007)~~ minus (B) the sum of (i1) all voluntary prepayments of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(v) during such time) and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are ~~not~~ funded with the ~~proceeds~~ internally generated cash and, without duplication of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of any deduction from Excess Cash Flow ~~for the fiscal year covered by such financial statements and no payment of~~ in any ~~Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1~~prior period. (ii~~) (A~~) If (x) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by ~~Section 7.05(a~~Sections 7.05 (a), (b), (c), (d~~) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~), (e), (g), (h), (i), (k), (l), (nm) (except to the extent such property is subject to a Mortgage), (o), (p), (q), (s) or (ot)), or (y) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization or receipt by the Borrower or ~~such~~ Restricted Subsidiary of Net ~~Cash~~ Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net ~~Cash Proceeds~~ Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to 100% of all Net ~~Cash~~ Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided that no if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section ~~2.05(b)(ii)(A~~2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (iii) [Reserved]. (iv) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in direct order of maturity; and (C) each such ~~portion~~ prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such ~~Net Cash Proceeds that the~~ prepayment. (vii) The Borrower shall ~~have, on or prior to such date, given written notice to~~ notify the Administrative Agent in writing of ~~its intent~~ any mandatory prepayment of Term Loans required to ~~reinvest in accordance with~~ be made pursuant to clauses (i) through (iv) of this Section ~~2.05(b)(ii)(B~~2.05(b) at least four (~~which~~ 4) Business Days prior to the date of such prepayment. Each such notice ~~may only be provided if no Event~~ shall specify the date of ~~Default has occurred~~ such prepayment and ~~is then continuing);~~provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.

Appears in 2 contracts

Sources: Credit Agreement (Hilton Worldwide Holdings Inc.), Credit Agreement (Hilton Worldwide Holdings Inc.)

Mandatory. (i) Within five (5) Business Days after financial statements ~~have been delivered~~ pursuant to Section 6.01(a) and the related Compliance Certificate ~~has been delivered~~ pursuant to Section ~~6.02(b~~6.02(a) are required to have been delivered (commencing with the fiscal year ending December 31, 2021), the Borrower shall cause to be offered to be prepaid (the date such prepayment is made, the “Excess Cash Flow Prepayment Date”) in accordance with clause (ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) ~~50%~~ the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements ~~(commencing with the fiscal year ended December 31, 2007)~~ minus (B) the sum of (i1) all voluntary prepayments of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(iv) during such time up to the actual cash purchase price thereof), and (ii2) all voluntary prepayments of ~~Revolving Credit Loans~~ revolving loans constituting Permitted First Priority Debt during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the ~~Revolving Credit Commitments~~ commitments in respect of such revolving loans constituting Permitted First Priority Debt are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent ~~such prepayments are~~ not ~~funded~~ financed with ~~the~~ proceeds of ~~Indebtedness; provided that if the Total Leverage Ratio as~~ long-term Indebtedness and without duplication of ~~the last day of the fiscal year covered by~~ any such ~~financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of~~ deduction from Excess Cash Flow ~~for~~ or any prepayment amount required under this clause (b) in any prior period; provided, that, notwithstanding the ~~fiscal year covered by such financial statements and no payment~~ foregoing, prepayments of ~~any~~ Term Loans ~~shall be required~~ under this Section 2.05(b)(i) if shall be required only to the ~~Total Leverage Ratio as of~~ extent the ~~last day of~~ amount calculated above, after giving effect to the ~~fiscal year covered by~~ deductions described in clause (B) above, is greater than $2,500,000 (with only such ~~financial statements is less than 4.5:1~~excess amount being subject to prepayment under this Section 2.05(b)(i)). (ii) ~~(A)~~ If (x) ~~the Borrower~~ any Loan Party or ~~any~~ Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by ~~Section 7.05(a~~▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (~~d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~▇), (e▇), (g▇), (h▇), (i▇), (l▇), (n▇) or (o)), ) or (y) any Casualty Event occurs, which ~~in the aggregate~~ results in the ~~realization or~~ receipt by ~~the Borrower or such Restricted Subsidiary~~ any Loan Party of Net ~~Cash~~ Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (ix) below, on or prior to the date which is ~~ten~~ five (105) Business Days after the date of the ~~realization or~~ receipt by such Loan Party of such Net ~~Cash Proceeds~~ Proceeds, an aggregate principal amount of Term Loans in an amount equal to 100% of all Net ~~Cash~~ Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided that no if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase Permitted First Priority Debt (or any Permitted Refinancing thereof) pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Permitted First Priority Debt that is secured on a pari passu basis with the Liens securing the Obligations (or any Permitted Refinancing thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds, subject to clause (ix) below, on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with clause (ix) and the other terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section ~~2.05(b)(ii)(A~~2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (iii) [Reserved]. (iv) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrower shall cause to be offered to be prepaid in accordance with clause (ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on the date of receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds. (v) [Reserved]. (vi) Except with respect to Loans incurred in connection with any Term Loan Extension Request or any Incremental Amendment (which may be prepaid on less than a pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that (i) [reserved], and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in direct order of maturity (or as otherwise determined by the Borrower); and (C) each such ~~portion~~ prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such ~~Net Cash Proceeds that the~~ prepayment. (vii) The Borrower shall ~~have, on or prior to such date, given written notice to~~ notify the Administrative Agent in writing of ~~its intent~~ any mandatory prepayment of Loans required to ~~reinvest in accordance with~~ be made pursuant to clauses (i) through (iv) of this Section ~~2.05(b)(ii)(B~~2.05(b) at least three (~~which~~ 3) Business Days prior to the date of such prepayment. Each such notice ~~may only be provided if no Event~~ shall specify the date of ~~Default has occurred~~ such prepayment and ~~is then continuing);~~provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.

Appears in 2 contracts

Sources: Credit Agreement (Nebula Parent Corp.), Credit Agreement (Nebula Parent Corp.)

Mandatory. (i) Within ~~five (5)~~ ten Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b) (or, if later, the date on which such financial statements and such Compliance Certificate are required to be delivered), the ~~Borrower~~ Borrowers shall ~~cause to be prepaid the~~ prepay an aggregate principal amount of Term Loans in an amount equal to (A) 50% ~~of Excess Cash Flow, if any, for the fiscal year covered by such financial statements~~ (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year as may be adjusted pursuant to the ~~extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i~~proviso below) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements commencing with the fiscal year ending on December 31, 2014, minus (B) the sum of (1) the aggregate amount of voluntary principal prepayments of the Loans (except prepayments of (x) Swing Line Loans and ~~no payment~~ (y) Loans under any Revolving Tranche that are not accompanied by a corresponding permanent commitment reduction of the Revolving Tranches and Loans repurchased pursuant to Dutch Auctions or open market purchases in an amount equal to the discounted purchase price of such Loans paid in respect of such Loans pursuant to such Dutch Auctions or through open market purchases), in each case other than to the extent that any such prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness and (2) any amount not required to be applied pursuant to Section 2.05(b)(viii); provided that such percentage in respect of any ~~Loans~~ Excess Cash Flow Period shall be ~~required under this Section 2.05(b)(i)~~ reduced to 25% or 0% if the ~~Total~~ First Lien Net Leverage Ratio as of the last day of the fiscal year ~~covered by~~ to which such ~~financial statements is~~ Excess Cash Flow Period relates was less than ~~4.5:1~~4.25:1.00 or 3.50:1.00, respectively. (ii) (A) If (x) ~~the Borrower~~ Holdings or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition ~~of any property~~ (1) to a Loan Party or ~~assets permitted~~ (2) by a Restricted Subsidiary that is not a Loan Party to another Restricted Subsidiary that is not a Loan Party) pursuant to Section ~~7.05(a~~7.05(e), (~~b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l~~m), (n) ), (p), (s), or (o)t), or (y) any Casualty Event occurs, ~~which~~ and any transaction or series of related transactions described in the ~~aggregate~~ foregoing clauses (x) and (y) results in the ~~realization or~~ receipt by ~~the Borrower~~ Holdings or such Restricted Subsidiary of ~~Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such~~ aggregate Net Cash Proceeds in excess of $75,000,000 (any such transaction or series of related transactions resulting in Net Cash Proceeds being a “Relevant Transaction” and such excess, “Excess Proceeds”), the Borrowers shall, except to the extent the Borrowers elect to reinvest all or a portion of such Excess Proceeds in accordance with Section 2.05(b)(ii)(B), prepay, subject to Section 2.05(b)(viii), an aggregate principal amount of Term Loans in an amount equal to 100% of ~~all Net Cash~~ the Excess Proceeds (received from such Relevant Transaction within 30 Business Days of receipt thereof by Holdings or such Restricted Subsidiary; provided that the Borrowers may use a portion of the Excess Proceeds received from such Relevant Transaction to prepay or repurchase any other ~~than Excluded~~ Indebtedness that is secured by the Collateral on a first lien “equal and ratable” basis with Liens securing the Obligations to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Relevant Transaction, to the extent not deducted in the calculation of Net Cash Proceeds, in each case in an amount not to exceed the product of (1) ~~received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion~~ the amount of such ~~Net Cash~~ Excess Proceeds ~~that~~ and (2) a fraction, the ~~Borrower shall have, on~~ numerator of which is the outstanding principal amount of such other Indebtedness (or ~~prior to such date, given written notice~~ to the ~~Administrative Agent~~ extent such amount is not in Dollars, such equivalent amount of ~~its intent to reinvest~~ such Indebtedness converted into Dollars as determined in accordance with Section ~~2.05(b)(ii)(B~~1.10) and the denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness (~~which notice may only be provided if no Event~~ or to the extent such amount is not in Dollars, such equivalent amount of ~~Default has occurred and is then continuing~~such Indebtedness converted into Dollars as determined in accordance with Article I);.

Appears in 2 contracts

Sources: Credit Agreement (Axalta Coating Systems Ltd.), Credit Agreement (Axalta Coating Systems Ltd.)

Mandatory. (i) Within ~~five (5)~~ ten Business Days after ~~financial statements have been delivered pursuant to Section 6.01(a) and the related~~ a Compliance Certificate has been delivered pursuant to Section ~~6.02(b)~~5.01(d) of the Credit Agreement in connection with the delivery of annual financials pursuant to Section 5.01(b) of the Credit Agreement, the Borrower shall ~~cause~~ prepay, subject to ~~be prepaid~~ Section 2.14(a) and Section 2.18(c) of the Credit Agreement, an aggregate principal amount of the Incremental Term ~~Loans~~ Loan in an amount equal to (A) 50% (as may be adjusted pursuant to the proviso below) of Excess Cash ~~Flow, if any,~~ Flow for the ~~fiscal year~~ Fiscal Year covered by such financial statements (commencing with the ~~fiscal year ended~~ Fiscal Year ending on December 31, ~~2007)~~ 2016, minus (B) the sum of ~~(i) all~~ the aggregate amount of voluntary principal prepayments of the Incremental Term ~~Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year~~ Loan, in each case, other than to the extent ~~the Revolving Credit Commitments are permanently reduced by the amount of~~ that any such ~~payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not~~ prepayment is funded with the proceeds of long-term Indebtedness; provided that such percentage in respect of any Fiscal Year shall be reduced to 25% or 0% if the Total Leverage Ratio as of the last day of ~~the fiscal year covered by~~ such ~~financial statements is~~ Fiscal Year was less than ~~5.25:1~~2.00:1.00 or 1.50:1.00, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1respectively. (ii) ~~(A)~~ If ~~(x)~~ the Borrower or any Restricted Subsidiary ~~Disposes~~ disposes of any property or assets (other than (A) any ~~Disposition~~ Asset Sale of the equity of Cypress Semiconductor (Minnesota) Inc. or the assets owned by Cypress Semiconductor (Minnesota) Inc. as of the Acquisition Closing Date or (B) any ~~property or assets permitted by Section 7.05(a),~~ Asset Sale (~~b), (c), (d) (in the case of clause (d)(i~~x) to ~~the extent constituting~~ a ~~Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)),~~ Credit Party or (y) ~~any Casualty Event occurs, which in the aggregate results in the realization or receipt~~ by ~~the Borrower or such~~ a Restricted Subsidiary ~~of Net Cash Proceeds~~that is not a Credit Party to another Restricted Subsidiary that is not a Credit Party) pursuant to an Asset Sale, (1) the Borrower shall ~~cause to be prepaid on or prior~~ give written notice to the ~~date which is ten (10) Business Days~~ Administrative Agent thereof promptly after the date of receipt of Net Cash Proceeds from such Asset Sale and (2) except to the ~~realization~~ extent the Borrower elects in such notice to reinvest all or ~~receipt~~ a portion of such Net Cash Proceeds in accordance with Section 9(c)(iii) below), the Borrower shall prepay, subject to Section 2.14(a) and Section 2.18(c) of the Credit Agreement an aggregate principal amount of the Incremental Term ~~Loans~~ Loan in an amount equal to 100% of all Net Cash Proceeds (received from such Asset Sale within ten Business Days of receipt thereof by the Borrower or such Restricted Subsidiary; provided that the Borrower may use a portion of the Net Cash Proceeds received from such Asset Sale to prepay or repurchase any other ~~than Excluded~~ Indebtedness that is secured by the Collateral on a first lien “equal and ratable” basis with Liens securing the Obligations to the extent such other Indebtedness and the Liens securing the same are permitted under the Credit Agreement and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Asset Sale, to the extent not deducted in the calculation of Net Cash Proceeds, in each case in an amount not to exceed the product of (1) ~~received; provided that no~~ the amount of such ~~prepayment shall be required pursuant~~ Net Cash Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness (or to ~~this Section 2.05(b)(ii)(A~~the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars) and the denominator of which is the aggregate outstanding principal amount of the Incremental Term Loan and such other Indebtedness (or to the extent such amount is not in " = "1" "" "" Dollars, such equivalent amount of such Indebtedness converted into Dollars). (iii) With respect to any Net Cash Proceeds realized or received with respect to ~~such~~ any Asset Sale at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in the business within 365 days following receipt of such Net Cash Proceeds (or, if the Borrower or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 545 days following receipt of such Net Cash Proceeds); provided, however, that if any of such Net Cash Proceeds are no longer intended to be so reinvested at any time after the occurrence of the relevant Asset Sale (or are not reinvested within such 365 days or 545 days, as applicable), an amount equal to any such Net Cash Proceeds shall be promptly applied to the prepayment of the Incremental Term Loan as set forth in Section 9(c)(ii) above. (iv) Upon the incurrence or issuance by the Borrower or any Restricted Subsidiary of any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 6.01 of the Credit Agreement (a “Debt Issuance”), the Borrower shall ~~have~~prepay, subject to Section 2.14(a) and Section 2.18(c) of the Credit Agreement, an aggregate principal amount of the Incremental Term Loan in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary. (v) Amounts to be applied to the Incremental Term Loan in connection with prepayments made pursuant to this Section 9(c) shall be applied to the remaining scheduled installments with respect to the Incremental Term Loan in direct order of maturity. Each prepayment of the Incremental Term Loan pursuant to this Section 9(c) shall be applied on ~~or prior~~ a pro rata basis to the then outstanding portion of the Incremental Term Loan comprised of Base Rate Loans and Eurodollar Rate Loans; provided that, if there are no Declining Lenders with respect to such ~~date~~prepayment, ~~given written notice~~ then the amount thereof shall be applied first to Base Rate Loans comprising the Incremental Term Loan to the ~~Administrative Agent~~ full extent thereof before application to Eurodollar Rate Loans comprising the Incremental Term Loan, in each case in a manner that minimizes the amount payable by the Borrower in respect of ~~its intent~~ such prepayment pursuant to ~~reinvest~~ Section 2.18(c) of the Credit Agreement. (vi) All prepayments under this Section 9 shall be made together with, in ~~accordance with~~ the case of any such prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurodollar Rate Loan pursuant to Section ~~2.05(b)(ii)(B~~2.18(c) ~~(which notice may only be provided if~~ of the Credit Agreement. Notwithstanding any of the other provisions of this Section 9, so long as no Event of Default ~~has~~ shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 9, other than on the last day of the Interest Period therefor, either the Borrower may, in its sole discretion, deposit " = "1" "" "" the amount of any such prepayment otherwise required to be made thereunder into a cash collateral account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Credit Party) to apply such amount to the prepayment of such Loans in accordance with this Section 9(c). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Credit Party) to apply such amount to the prepayment of the outstanding amount of the Incremental Term Loan in accordance with this Section 9(c). (vii) Notwithstanding any other provisions of this Section 9, mandatory prepayments as a result of Section 9(c)(i) and (ii) of, or in respect of, a Foreign Subsidiary (i) may be retained by the applicable Foreign Subsidiary to the extent the making of any such mandatory prepayment from the Net Cash Proceeds of any Asset Sale received by any Foreign Subsidiary or Excess Cash Flow in respect of a Foreign Subsidiary would give rise to a materially adverse tax consequence as reasonably determined in good faith by the Borrower (taking into account any foreign tax credit or benefit received in connection with such repatriation and after the Borrower and the applicable Foreign Subsidiary have used commercially reasonable efforts to mitigate such materially adverse tax consequence in order to make such prepayments) and may be retained by the applicable Foreign Subsidiary so long as such material adverse tax consequence continues to exist; provided that (x) on or before the date on which such amounts so retained would otherwise have been required to be applied to reinvestments or prepayments, the Borrower shall apply an amount equal to such Net Cash Proceeds of any such Asset Sale or Excess Cash Flow as if such Net Cash Proceeds of any such Asset Sale or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional Taxes that would have been payable or reserved against if such Net Cash Proceeds of any such Asset Sale or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds of any such Asset Sale or Excess Cash Flow that would have been payable if received by such Foreign Subsidiary) or (y) such Net Cash Proceeds of any such Asset Sale or any such Excess Cash Flow shall be applied to prepay any Indebtedness of a Foreign Subsidiary permitted to be prepaid by the Credit Agreement or reinvested in the business of the Borrower or any of the other subsidiaries; provided further that if an Event of Default is then continuing, no prepayment of any such Indebtedness (other than any prepayment required by the terms of such Indebtedness) or reinvestments shall be permitted and (iii) may be retained if prohibited under applicable local law (as reasonably determined by the Borrower);; provided that such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to use commercially reasonable efforts to take such actions required by the applicable local law to permit such repatriation), and " = "1" "" "" once such repatriation is permitted under the applicable local law, such repatriation shall be promptly effected. (viii) For the avoidance of doubt, any mandatory prepayment of any Term Loan shall be applied on a pro rata basis across all existing Term Loans.

Appears in 2 contracts

Sources: Joinder and Amendment Agreement, Joinder and Amendment Agreement (Cypress Semiconductor Corp /De/)

Mandatory. (i) Within ~~five~~ twenty (520) ~~Business Days~~ days after financial statements ~~have been~~ are required to be delivered pursuant to Section 6.01(a~~) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b~~), the ~~Borrower~~ Company shall cause to be prepaid ~~the~~ an aggregate Dollar Amount of Term Loans in an amount equal to (A) ~~50%~~ the ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended ~~December 31~~June 30, ~~2007~~2008) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1. (ii) (A) If (x) Holdings, the ~~Borrower~~ Company or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d~~) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~), (e), (f), (g), (h), (i~~), (l), (n~~) or (om)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the ~~Borrower~~ Company or such Restricted Subsidiary of Net Cash Proceeds, the ~~Borrower~~ Company shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate Dollar Amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the ~~Borrower~~ Company shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B~~) (which notice may only be provided if no Event of Default has occurred and is then continuing~~);

Appears in 2 contracts

Sources: Credit Agreement (Readers Digest Association Inc), Credit Agreement (Direct Holdings Libraries Inc.)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid ~~the~~ an aggregate principal amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year of the Borrower covered by such financial statements (commencing with the fiscal year ~~ended~~ of the Borrower ending December 31, ~~2007~~2011) minus (B) the sum of (i1) ~~all~~ the amount of any voluntary prepayments of Term Loans made pursuant to Section 2.05(a) during such fiscal year ~~and~~ other than prepayments made with the Net Cash Proceeds from the incurrence of Credit Agreement Refinancing Indebtedness, (ii2) ~~all voluntary prepayments of Revolving Credit Loans during such fiscal year~~ solely to the extent the amount of the Revolving Credit Commitments are permanently reduced by pursuant to Section 2.06 in connection therewith (and solely to the extent of the amount of such ~~payments~~reduction), in the ~~case~~ amount of ~~each~~ any voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) during such fiscal year and (3) for the fiscal year of the ~~immediately preceding clauses (i) and (ii)~~Borrower ending December 31, ~~to the extent such prepayments are not funded with the proceeds of Indebtedness~~2011, Foreign Excess Cash Flow, if positive; provided that such percentage shall be reduced to 25% if the Total Leverage Ratio as of the last day of the applicable fiscal year ~~covered by such financial statements is~~ was less than ~~5.25:1~~4.00:1; and provided, ~~the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and~~ further, that no ~~payment of any Loans shall be required~~ mandatory prepayment under this Section 2.05(b)(i) shall be required if the Total Leverage Ratio as of the last day of the applicable fiscal year ~~covered by such financial statements is~~ was less than ~~4.5:1~~3.25:1. (ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by ~~Section 7.05(a~~▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (~~d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~▇), (e▇), (g▇), (h▇), (i▇), (l▇), (~~n) or~~ ▇), (▇), (o)), ) or (y) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) ~~with respect to such portion of such Net Cash Proceeds that the Borrower shall have~~if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its ~~intent~~ intention to reinvest or cause to be reinvested all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) (which ~~notice~~ election may only be ~~provided~~ made if no Event of Default has occurred and is then continuing);; provided further that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.

Appears in 2 contracts

Sources: Credit Agreement (Quintiles Transnational Holdings Inc.), Credit Agreement (Quintiles Transnational Holdings Inc.)

Mandatory. (i) Within five ~~(5)~~ Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall ~~cause to be prepaid the Term~~ prepay an aggregate principal amount of Loans ~~in an amount~~ equal to the excess (if any) of (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Consolidated Excess Cash Flow for the fiscal year covered by such financial statements minus (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) and ~~no payment of any~~ Revolving Credit Loans prepaid pursuant to Section 2.05(a)(i) (to the extent that such repayment is accompanied by a reduction in the Revolving Credit Commitment), such prepayments to be applied as set forth in clauses (vi) and (viii) below; provided that (1) such percentage shall be ~~required under this Section 2.05(b)(i) if~~ reduced to zero during such times as the ~~Total~~ Consolidated Leverage Ratio as of the ~~last day of~~ Borrower and its Subsidiaries is less than 3.00 to 1.00, as evidenced by the most recently delivered Compliance Certificate and (2) any such prepayment shall be pro rated for the fiscal year ~~covered by~~ ending July 31, 2010 to reflect that portion of such ~~financial statements is less than 4.5:1~~fiscal year that occurred during the term of this Agreement. (ii) ~~(A)~~ If ~~(x)~~ the Borrower or any ~~Restricted Subsidiary~~ of its Subsidiaries Disposes of any property ~~or assets~~ (other than any Disposition of any property ~~or assets~~ permitted by Section ~~7.05(a~~7.05 (except pursuant to Section 7.05(h), ~~(b), (c), (d) (in the case of clause (d)(i)~~ solely to the extent ~~constituting a Disposition by any Restricted Subsidiary to a Loan Party~~required therein)~~, (e), (g), (h), (i), (l), (n~~) ~~or (o)), or (y) any Casualty Event occurs,~~ which ~~in the aggregate~~ results in the realization ~~or receipt~~ by ~~the Borrower or~~ such ~~Restricted Subsidiary~~ Person of Net Cash ~~Proceeds~~Proceeds in excess of an aggregate amount of $5,000,000 per fiscal year, the Borrower shall ~~cause~~ prepay an aggregate principal amount of Loans equal to ~~be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt~~ 100% of such Net Cash Proceeds ~~Term~~ in excess of such $5,000,000 immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) and (viii) below). (iii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests (other than the Excluded Issuances and any sales or issuances of Equity Interests to another Loan Party), the Borrower shall prepay an aggregate principal amount of Loans ~~in an amount~~ equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (viii) below). (iv) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than ~~Excluded~~ Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash ~~Proceeds~~Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) ~~received; provided that no~~ and (viii) below). (v) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (viii) below). (vi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, ratably to the Term Loan Facility (or if such prepayment occurs prior to the Initial Funding Date, the Term Loan Commitment shall be reduced by an amount equal to such required prepayment) and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (viii) of this Section 2.05(b). (vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (viii) Prepayments of the Revolving Credit Facility made pursuant to this Section ~~2.05(b)(ii)(A~~2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), (iv) ~~with respect to~~ or (v) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such ~~portion~~ time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such ~~Net Cash Proceeds that~~ prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall ~~have, on~~ be applied (without any further action by or ~~prior to such date, given written~~ notice to or from the ~~Administrative Agent of its intent~~ Borrower or any other Loan Party) to ~~reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);~~reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.

Appears in 2 contracts

Sources: Credit Agreement (Diamond Foods Inc), Credit Agreement (Diamond Foods Inc)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section ~~6.02(b~~6.02(a), but in any event not later than one hundred and twenty-five (125) days after the end of each fiscal year of the Borrower beginning with the first full fiscal year ended after the Closing Date, the Borrower shall ~~cause to be prepaid the~~ prepay an aggregate principal amount of Term Loans in an amount equal to (A) 50% ~~of Excess Cash Flow, if any, for the fiscal year covered by such financial statements~~ (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year as may be adjusted pursuant to the ~~extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i~~proviso below) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements commencing with the first full fiscal year ended after the Closing Date minus (B) the aggregate amount of voluntary principal prepayments of the Loans pursuant to Section 2.05(a)(i) (except prepayments of Revolving Credit Loans unless accompanied by a corresponding permanent commitment reduction of the Revolving Credit Facility) and ~~no payment~~ of ~~any~~ the Second Lien Loans pursuant to Section 2.05(a)(i) of the Second Lien Credit Agreement (but excluding for the avoidance of doubt, the Specified Junior Debt Repayment) minus (C) the aggregate discounted amount actually paid in cash by the Borrower Purchasing Parties in connection with all Discounted Voluntary Prepayments pursuant to Section 2.05(a)(iii) and all Discounted Voluntary Prepayments (as defined in the Second Lien Credit Agreement) of the Second Lien Loans pursuant to Section 2.05(a)(iii) of the Second Lien Credit Agreement (in the case of clauses (B) and (C), to the extent financed with internally generated funds); provided that such percentage shall be ~~required under this Section 2.05(b)(i)~~ reduced to 25% or 0% if the Total Leverage Ratio as of the last day of the prior fiscal year ~~covered by such financial statements is~~ was less than ~~4.5:1~~3.90:1.00 or 3.40:1.00, respectively. ~~(ii)~~ (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets by the Borrower or any of its Restricted Subsidiaries permitted by Section 7.05(a), (b), (c), (d~~) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~), (e), (gf), (h), (i), (lj), (nk) or (ol)), ) or (y) any Casualty Event occurs, ~~which~~ and any transaction or series of related transactions described in the ~~aggregate~~ foregoing clauses (x) and (y) results in the realization or receipt by the Borrower ~~or such~~ and its Restricted ~~Subsidiary~~ Subsidiaries of Net Cash ~~Proceeds~~Proceeds in excess of $1,000,000 (any such transaction or series of related transactions being a “Relevant Transaction”), then if such Relevant Transaction, together with all other Relevant Transactions occurring in the ~~Borrower shall cause to be prepaid on or prior to~~ same fiscal year of the ~~date which is ten (10) Business Days after the date of~~ Borrower, would result in the realization or receipt by the Borrower and its Restricted Subsidiaries of aggregate Net Cash Proceeds in excess of $2,500,000, the Borrower shall, except to the extent the Borrower elects to reinvest all or a portion of such Net Cash Proceeds ~~Term~~ in accordance with Section 2.05(b)(ii)(B) (which election may only be made if no Event of Default has occurred and is then continuing), prepay an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received from such Relevant Transaction within two (2) Business Days of receipt thereof by the Borrower or such Restricted Subsidiary. (B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than ~~Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this~~ as specifically excluded in Section 2.05(b)(ii)(A)) ~~with respect to such~~ or any Casualty Event, at the option of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower or the applicable Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within three hundred and sixty-five (365) days following receipt of such Net Cash Proceeds (or, if Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, 545 days following receipt of such Net Cash Proceeds); provided, however, that if any Net Cash Proceeds are no longer intended to be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05. (iii) Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Specified Refinancing Debt or any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall prepay an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary. (iv) Within three (3) Business Days after the entering into a Secured Cash Management Agreement that replaces a Trade L/C or Trade L/C Collateralization, the Borrower shall (A) reduce the Trade Facility Collateral Term Loan Amount and (B) prepay an aggregate principal amount of Term Loans, in each case in an amount equal to 100% of the aggregate principal amount of such Secured Cash Management Agreement, until such time as the Trade Facility Collateral Term Loan Amount is reduced to zero; it being acknowledged and agreed that the Borrower shall ~~have, on~~ not be required to prepay the Term Loans with respect to any Secured Cash Management Agreement that (x) does not replace a Trade L/C or ~~prior~~ Trade L/C Collateralization or (y) is incurred after the Trade Facility Collateral Term Loan Amount has been reduced to zero. (v) If for any reason (i) the Total Revolving Credit Outstandings at any time exceed the aggregate Revolving Credit Commitments then in effect or (ii) the Total Revolving Credit Outstandings denominated in any Alternative Currency at any time exceed 103% of the Alternative Currency Sublimit with respect to such ~~date~~Alternative Currency, ~~given written notice~~ the Borrower shall immediately prepay Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments then in effect. Notwithstanding anything herein to the contrary, (x) if on any date the Administrative Agent shall determine in its sole discretion that, due to the fluctuations in the Spot Rate, the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of such excess and the Borrower shall, if the amount of such excess is 5% or more of the aggregate Revolving Credit Commitments, within three (3) Business Days of the receipt of such notice, prepay Revolving Credit Loans and/or Cash Collateralize or pay the L/C Obligations in the order and in the manner provided in this Section 2.05(b)(v) in an amount sufficient to cause such excess to not exceed 5% of the aggregate Revolving Credit Commitments and (y) if on any Revaluation Date the Administrative Agent shall determine in its ~~intent~~ sole discretion that, due to ~~reinvest~~ the fluctuations in the Spot Rate, the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of such excess and the Borrower shall, within three (3) Business Days of the receipt of such notice, prepay Revolving Credit Loans and/or Cash Collateralize or pay the L/C Obligations in the order and in the manner provided in this Section 2.05(b)(v). (vi) Subject to Sections 2.14(b)(ii) and 2.16, each prepayment of Loans pursuant to this Section 2.05(b) (other than Section 2.05(b)(v)) shall be applied pro rata among (x) the Term Facility and (y) except for any prepayments pursuant to Section 2.05(b)(iv) (which shall be applied only to the Term Facility) and unless otherwise provided in the documentation governing any Incremental First Lien Term Loans, any Incremental First Lien Term Loans (or, in the case of a Specified Refinancing Debt, to a Facility or Facilities designated by the Borrower to be refinanced with the proceeds thereof and allocated among such Facilities, as specified by the Borrower) (and within any Class of the Term Facility and the Incremental First Lien Term Loans on a pro rata basis to the applicable Lenders of such Class) and (i) in the case of the Term Facility, to the principal repayment installments thereof, first, in direct order of maturities, to the eight (8) next succeeding quarterly principal repayment installments of the Term Facility that are due pursuant to Section 2.07, second, on a pro rata basis, to the other principal repayment installments of the Term Facility that are due pursuant to Section 2.07 (excluding the installment due on the Maturity Date of each Class of Term Loans under the Term Facility) and, third, to the principal repayment installment of the Term Facility that is due pursuant to Section 2.07 on the Maturity Date of each Class of Term Loans under the Term Facility and (ii) in the case of each Incremental First Lien Term Loan Tranche, as set forth in the Incremental First Lien Commitments Amendment with respect to such Incremental First Lien Term Loan Tranche; and each such prepayment shall be paid to the Term Lenders and the Incremental First Lien Lenders in accordance with ~~Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);~~their respective Pro Rata Shares.

Appears in 2 contracts

Sources: First Lien Credit Agreement (Evoqua Water Technologies Corp.), First Lien Credit Agreement (EWT Holdings I Corp.)

Appears in 2 contracts

Sources: Incremental Amendment (American Tire Distributors Holdings, Inc.), Incremental Amendment (ATD Corp)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the ~~Borrower~~ Company shall cause to be prepaid ~~the~~ an aggregate Dollar Amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, ~~2007~~2006) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is was less than ~~4.5:1~~5.00:1. (ii) (A) If (x) Holdings, the ~~Borrower~~ Company or any of Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (~~in the case of clause (d)(i)~~ to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (f), (g), (h), (i~~), (l), (n~~) or (oj)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the ~~Borrower~~ Company or such Restricted Subsidiary of Net Cash Proceeds, the ~~Borrower~~ Company shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate Dollar Amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the ~~Borrower~~ Company shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);

Appears in 2 contracts

Sources: Credit Agreement (Sungard Data Systems Inc), Credit Agreement (Sungard Data Systems Inc)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section ~~6.01(a~~9.5(a) and the related Compliance Certificate has been ~~delivered pursuant to Section 6.02(b)~~delivered, the Parent Borrower shall cause to be prepaid ~~the Term~~ an aggregate amount of Loans in an amount equal to (A) ~~50%~~ the Applicable ECF Percentage of Excess Cash Flow, if any, for the ~~fiscal year~~ Excess Cash Flow Period covered by such financial statements (commencing with the ~~fiscal year ended December 31~~Fiscal Year ending February 26, ~~2007~~2015) minus (B) the sum of (i1) all voluntary prepayments of ~~Term~~ Loans during such ~~fiscal year~~ Fiscal Year pursuant to Section 2.3(a), (2) the amount expended by any Purchasing Borrower Party to prepay any Loans pursuant to Section 2.3(c) or Section 14.7(h), and (ii3) all voluntary prepayments of ~~Revolving Credit Loans~~ loans under the ABL Facility during such ~~fiscal year~~ Fiscal Year to the extent the ~~Revolving Credit Commitments~~ commitments under the ABL Facility are permanently reduced by the amount of such ~~payments~~payments and, in the case of each of the immediately preceding clauses (i1), (2) and (ii3), to the extent such prepayments are ~~not~~ funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1Internally Generated Cash. (ii) ~~(A)~~ If (x1) ~~the~~ a Borrower or any Restricted Subsidiary of a Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section ~~7.05(a~~10.5(a), (b), (c), (~~d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~e), (ef), (g), (h), (i) (to the extent the Disposition is to a Restricted Subsidiary and the property or assets continue to secure the Obligations with the same priority as prior to such Disposition), (k), (l), (no), (q), (r) or (ot)-(v), (x)-(aa)), or (y2) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization or receipt by ~~the~~ a Borrower or ~~such~~ any Restricted Subsidiary of Net ~~Cash~~ Proceeds, the Parent Borrower ~~shall~~ shall, subject to the terms of the Intercreditor Agreements, cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net ~~Cash~~ Proceeds an aggregate principal amount of Loans in an amount equal to (x) in the case of Dispositions described in clause (1) above, an amount equal to the Applicable Disposition Percentage of all Net Proceeds received from such Disposition (excluding the proceeds from the disposition of (i) the Equity Interests in or assets of Casa Ley and PDC and (ii) repayments of intercompany loans from Safeway to PDC contemplated by the Safeway Merger Agreement) and (y) in the case of Casualty Events described in clause (2) above, an amount equal to 100% of such Net Proceeds received in connection with such Casualty Events; provided that (x) if any Permitted Notes have been issued in compliance with Sections 10.1 and 10.3 with Liens ranking pari passu with the Liens securing the Obligations pursuant to the Intercreditor Agreements, then the Parent Borrower may cause Loans to be prepaid and, to the extent required pursuant to the terms of the documentation governing such Permitted Notes, cause such Permitted Notes to be purchased (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective principal amounts thereof and (y) if at the time that any such prepayment would be required, the Parent Borrower is required to offer to repurchase or to prepay Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Parent Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.3(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. In addition, notwithstanding anything to the contrary contained herein, if a Borrower or any of its Subsidiaries receives Net Proceeds from any disposition of Divested Properties, the Borrowers shall first prepay an amount of ABL Loans, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by a Borrower or any Restricted Subsidiary of such Net Proceeds, in an amount equal to the least of (x) the amount of such Net Proceeds, (y) the amount of ABL Loans borrowed in connection with the Transactions and (z) $300,000,000 (in the case of subclauses (y) and (z) when aggregated with all previous repayments pursuant to this sentence) and any remaining Net Proceeds from the Disposition of Divested Properties shall thereafter be applied as provided above in this subsection. (iii) If a Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Escrow Release Date (x) that is intended to be Credit Agreement Refinancing Indebtedness, (y) that is not otherwise permitted to be incurred pursuant to Section 10.3 or (z) notwithstanding clause (y), that is Indebtedness permitted by Section 10.3(v) (other than (A) Indebtedness the proceeds of which are applied to repay Indebtedness previously incurred under Section 10.3(v), (B) Indebtedness incurred under a Qualified Real Estate Financing Facility to finance the acquisition of Material Real Property after the Escrow Release Date so long as such Indebtedness is incurred within 180 days of the acquisition of such Material Real Property and (C) Indebtedness the proceeds of which are used by a Real Estate Subsidiary to pay the purchase price to the Borrower or a Restricted Subsidiary for any Real Property to the extent such proceeds constituted Net Proceeds of a Disposition subject to clause (b) (ii) above), the Parent Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net ~~Cash~~ Proceeds received therefrom on or prior to the date which is five (~~other than Excluded~~ 5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net ~~Cash~~ Proceeds. (iv) ~~received;~~ Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (to the extent set forth in such Refinancing Amendment, Term Loan Extension Request or Incremental Amendment as contemplated below), (A) each prepayment of Term Loans pursuant to this Section 2.3(b) shall be applied to the next eight succeeding scheduled principal installments to each Class of Term Loans and then ratably to the remaining installments of each Class of Term Loans then outstanding (provided that no (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt and (ii) any Class of Incremental Term Loans, Extended Term Loans or Other Term Loans may specify that one or more other Classes of Loans may be prepaid prior to such Class of Incremental Term Loans, Extended Term Loans or Other Term Loans and (B) each such prepayment shall be ~~required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice~~ paid to the ~~Administrative Agent of its intent to reinvest~~ applicable Lenders in accordance with their respective Pro Rata Shares of such prepayment. (i) Notwithstanding anything to the contrary in Section ~~2.05(b)(ii)(B~~2.3(a), 2.6(a) or 2.7 (which ~~notice may only~~ provisions shall not be applicable to Section 2.3(c)), any Purchasing Borrower Party shall have the right at any time and from time to time to prepay Loans to the Lenders at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in Section 2.3(c); provided if that (A) any Discounted Voluntary Prepayment shall be offered to all Lenders with Loans of a specified Class on a pro rata basis, (B) such Purchasing Borrower Party shall deliver to the Agent a certificate stating that (1) no Default or Event of Default has occurred and is ~~then continuing~~continuing or would result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment);, (2) each of the conditions to such Discounted Voluntary Prepayment contained in Section 2.3(c) has been satisfied, (3) such Purchasing Borrower Party does not have any material non-public information (“MNPI”) with respect to Holdings or any of its Subsidiaries that (a) has not been disclosed to the Lenders (other than Lenders that do not wish to receive MNPI with respect to Holdings, any of its Subsidiaries or Affiliates) prior to such time and (b) could reasonably be expected to have a material effect upon, or otherwise be material, (i) to a Lender’s decision to participate in any Discounted Voluntary Prepayment or (ii) to the market price of the Loans. (ii) To the extent a Purchasing Borrower Party seeks to make a Discounted Voluntary Prepayment, such Purchasing Borrower Party will provide written notice to the Agent substantially in the form of Exhibit I hereto (each, a “Discounted Prepayment Option Notice”) that such Purchasing Borrower Party desires to prepay Loans of a specified Class in an aggregate principal amount specified therein by the Purchasing Borrower Party (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of Loans shall not be less than $10,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment: (A) the Proposed Discounted Prepayment Amount of Loans, (B) a discount range (which may be a single percentage) selected by the Purchasing Borrower Party with respect to such proposed Discounted Voluntary Prepayment (representing the percentage of par of the principal amount of Loans to be prepaid) (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice in accordance with Section 2.3(c)(ii), the Agent shall promptly notify each Lender of the applicable Class thereof. On or prior to the Acceptance Date, each Lender may specify by written notice substantially in the form of Exhibit J hereto (each, a “Lender Participation Notice”) to the Agent (A) a minimum price (the “Acceptable Price”) within the Discount Range (for example, 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Agent) of Loans with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Price (“Offered Loans”). Based on the Acceptable Prices and principal amounts of Loans of the applicable Class specified by the Lenders in the applicable Lender Participation Notice, the Agent, in consultation with the Purchasing Borrower Party, shall determine the applicable discount for Loans (the “Applicable Discount”), which Applicable Discount shall be (A) the percentage specified by the Purchasing Borrower Party if the Purchasing Borrower Party has selected a single percentage pursuant to Section 2.3(c)(ii) for the Discounted Voluntary Prepayment or (B) otherwise, the lowest Acceptable Price at which the Purchasing Borrower Party can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the lowest Acceptable Price); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Price, the Applicable Discount shall be the highest Acceptable Price specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Loans of the applicable Class whose Lender Participation Notice is not received by the Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (iv) The Purchasing Borrower Party shall make a Discounted Voluntary Prepayment by prepaying those Loans of the applicable Class (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Price that is equal to or lower than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Purchasing Borrower Party shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Purchasing Borrower Party shall prepay all Qualifying Loans. (v) Each Discounted Voluntary Prepayment shall be made within five Business Days after the Acceptance Date (or such other date as the Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.3), upon irrevocable notice substantially in the form of Exhibit K hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Agent no later than 11:00 a.m. (New York City time), two Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Agent. Upon receipt of any Discounted Voluntary Prepayment Notice the Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding and calculation of Applicable Discount in accordance with Section 2.3(c)(iii) above) established by the Agent in consultation with the Parent Borrower. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, upon written notice to the Agent, the Purchasing Borrower Party may withdraw its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice.

Appears in 2 contracts

Sources: Term Loan Agreement (Safeway Stores 42, Inc.), Term Loan Agreement (Albertsons Companies, Inc.)

Mandatory. (i) Within five ~~(5)~~ Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b) (commencing with the Fiscal Year ended December 31, 2007), the Borrower shall ~~cause to be prepaid the Term~~ prepay an aggregate principal amount of Loans ~~in an amount~~ equal to the excess (if any) of (A) 50% of Excess Cash ~~Flow, if any,~~ Flow for the ~~fiscal year~~ Fiscal Year covered by such financial statements ~~(commencing with the fiscal year ended December 31, 2007) minus~~ over (B) the ~~sum of (i) all voluntary prepayments~~ aggregate principal amount of Term B Loans ~~during such fiscal year and (ii~~prepaid pursuant to Section 2.05(a)(i) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that such percentage shall be reduced to 25% if the ~~Total~~ Consolidated Leverage Ratio as of the last day of the ~~fiscal year~~ Fiscal Year covered by such financial statements is was less than ~~5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount~~ or equal to ~~25% of Excess Cash Flow for the fiscal year covered by such financial statements and no~~ 4.25:1.00 but greater than or equal to 3.75:1.00. No payment of any Loans shall be required under this Section 2.05(b)(i) if the ~~Total~~ Consolidated Leverage Ratio as of the last day of the ~~fiscal year~~ Fiscal Year covered by such financial statements is was less than ~~4.5:1~~3.75:1.00 (such prepayments to be applied as set forth in clauses (v) and (viii) below). ~~(ii)~~ (A) If ~~(x)~~ the Borrower or any of its Restricted ~~Subsidiary~~ Subsidiaries Disposes of any property ~~or assets~~ (other than any Disposition of any property ~~or assets~~ permitted by Section ~~7.05(a),~~ 7.05 (~~b), (c), (d~~a) ~~(in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party),~~ through (e~~), (g),~~ ) or (h), ) through (i)~~, (l), (n~~) ~~or (o)), or (y) any Casualty Event occurs,~~ which ~~in the aggregate~~ results in the realization ~~or receipt~~ by ~~the Borrower or~~ such ~~Restricted Subsidiary~~ Person of Net Cash Proceeds, the Borrower shall ~~cause~~ prepay an aggregate principal amount of Loans equal to ~~be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt~~ 100% of such Net Cash Proceeds ~~Term Loans~~ in ~~an amount equal~~ excess of $5.0 million immediately upon receipt thereof by such Person (such prepayments to ~~100% of all Net Cash Proceeds~~ be applied as set forth in clauses (~~other than Excluded Net Cash Proceeds~~v) ~~received~~and (viii) below); provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);; provided further that following a default under the Senior Notes Indenture, with respect to the Net Cash Proceeds of a Disposition of Collateral only, no such prepayment shall be required to the extent the Borrower or any Restricted Subsidiary uses a portion of such Net Cash Proceeds to prepay, offer to purchase or otherwise set aside a pro rata portion of Senior Notes pursuant to the provisions of the Senior Notes Indenture requiring a prepayment, offer to purchase or other setting aside with the proceeds from any Disposition of property. (B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within (x) fifteen (15) months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within fifteen (15) months following receipt thereof, within one hundred and eighty (180) days of the date of such legally binding commitment but in any event no earlier than the fifteenth month following receipt of such Net Cash Proceeds; provided that if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election or if an Event of Default is continuing, an amount equal to any such Net Cash Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested or the occurrence of the Event of Default, as applicable, to the prepayment of the Term B Loans as set forth in this Section 2.05; provided further that following a default under the Senior Notes Indenture, with respect to the Net Cash Proceeds of a Disposition of Collateral only, no such prepayment shall be required to the extent the Borrower or any Restricted Subsidiary uses a portion of such Net Cash Proceeds to prepay, offer to purchase or otherwise set aside a pro rata portion of Senior Notes pursuant to the provisions of the Senior Notes Indenture requiring a prepayment, offer to purchase or other setting aside with the proceeds from any Disposition of property. (iii) Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary. (A) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Restricted Subsidiaries, and not otherwise included in clause (ii) or (iii) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(iv)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(iv)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing); provided further that following a default under the Senior Notes Indenture, with respect to the Net Cash Proceeds of a Disposition of Collateral only, no such prepayment shall be required to the extent the Borrower or any Restricted Subsidiary uses a portion of such Net Cash Proceeds to prepay, offer to purchase or otherwise set aside a pro rata portion of Senior Notes pursuant to the provisions of the Senior Notes Indenture requiring a prepayment, offer to purchase or other setting aside with the proceeds from any Disposition of property. (B) With respect to any Net Cash Proceeds realized or received with respect to any Extraordinary Receipt, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within (x) fifteen (15) months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within fifteen (15) months following receipt thereof, within one hundred eighty (180) days of the date of such legally binding commitment but in any event no earlier than the fifteenth month following receipt of such Net Cash Proceeds; provided that if such Net Cash Proceeds were received as a result of the loss of an entire hospital facility, such 180 day period shall be increased to 360 days; provided further that if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election or if an Event of Default is continuing, an amount equal to any such Net Cash Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested or the occurrence of the Event of Default, as applicable, to the prepayment of the Term B Loans as set forth in this Section 2.05; provided further that following a default under the Senior Notes Indenture, with respect to the Net Cash Proceeds of a Disposition of Collateral only, no such prepayment shall be required to the extent the Borrower or any Restricted Subsidiary uses a portion of such Net Cash Proceeds to prepay, offer to purchase or otherwise set aside a pro rata portion of Senior Notes pursuant to the provisions of the Senior Notes Indenture requiring a prepayment, offer to purchase or other setting aside with the proceeds from any Disposition of property. (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term B Facility and to the principal repayment installments thereof on a pro rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (viii) of this Section 2.05(b). (vi) Notwithstanding any of the other provisions of clause (ii), (iii) or (iv) of this Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (ii), (iii) or (iv) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $5,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (ii), (iii) or (iv) of this Section 2.05(b) to be applied to prepay Loans exceeds $5,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.05(b). Upon the occurrence of an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (vi)) but which have not previously been so applied. (vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Commitments at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Revolving Credit Loans the Total Revolving Credit Outstandings exceed the Aggregate Revolving Commitments then in effect. (viii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business; and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.

Appears in 2 contracts

Sources: Credit Agreement (Health Management Associates Inc), Credit Agreement (Health Management Associates Inc)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid ~~the~~ an aggregate principal amount of Term Loans in an amount equal to ~~(A)~~ 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended ~~December 31~~February 28, ~~2007~~2005, which fiscal year shall be for the period from the Closing Date through February 28, 2005); provided that (A) ~~minus~~ if the Borrower is unable to prepay all or any portion (a "shortfall amount") of the principal amount of the Term Loans required by this Section 2.05(b)(i) with respect to the Excess Cash Flow for any fiscal year solely because no funds are available to the Borrower to make such prepayment (such availability to be determined after giving effect to funds held by, or available to, Restricted Subsidiaries that may be remitted after receipt of all necessary regulatory approvals, directly or indirectly, to the Borrower but not taking into account any Indebtedness that may be incurred by any Restricted Subsidiaries) other than funds held by any Regulated Subsidiary which funds may not be remitted to an Unregulated Person, whether pursuant to intercompany loans, distributions on equity or otherwise, without causing a Mandatory Prepayment Net Capital Deficiency with respect to such Regulated Subsidiary to occur, then the Borrower shall not be required to make the portion of such prepayment equal to the shortfall amount until the date on which any Regulated Subsidiary is able to remit such funds to an Unregulated Person without causing a Mandatory Prepayment Net Capital Deficiency and (B) ~~the sum of~~ such percentage shall be reduced to (i1) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that 25% if the ~~Total~~ Leverage Ratio as of the last day of the immediately preceding four fiscal ~~year covered by such financial statements is~~ quarters was less than ~~5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25~~4.0:1 and (2) 0% ~~of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i)~~ if the ~~Total~~ Leverage Ratio as of the last day of the immediately preceding four fiscal ~~year covered by such financial statements is~~ quarters was less than ~~4.5:1~~3.0:1. (ii) (A) If (x) Holdings, the Borrower or any of its Restricted ~~Subsidiary~~ Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets (1) permitted by ~~Section 7.05(a~~▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (~~d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~▇), (e▇), (g▇), (h▇), (i▇), (l▇) , (▇), (▇), (▇) or (n) or (o)2) consummated by any Regulated Subsidiary to the extent, and for so long as, the Net Cash Proceeds thereof may not be remitted to an Unregulated Person, (aa) as a result of the failure to receive necessary regulatory approvals or (bb) pursuant to intercompany loans, distributions on equity or otherwise, without causing a Mandatory Prepayment Net Capital Deficiency with respect to such Regulated Subsidiary to occur), or (y) any Casualty Event ~~occurs~~(other than any Casualty Event with respect to any Regulated Subsidiary to the extent, ~~which~~ and for so long as, the Net Cash Proceeds thereof may not be remitted to an Unregulated Person, (aa) as a result of the failure to receive necessary regulatory approvals or (bb) pursuant to intercompany loans, distributions on equity or otherwise, without causing a Mandatory Prepayment Net Capital Deficiency with respect to such Regulated Subsidiary to occur), which, in either case, in the aggregate results in the realization or receipt by Holdings, the Borrower or such Restricted Subsidiary of Net Cash Proceeds, in excess of $1,000,000 in any fiscal year, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) ~~with respect to such portion of such Net Cash Proceeds that the Borrower shall have~~if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its ~~intent~~ intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) (which ~~notice~~ election may only be ~~provided~~ made if no Event of Default has occurred and is then continuing);

Appears in 2 contracts

Sources: Credit Agreement (Refco Inc.), Credit Agreement (Refco Information Services, LLC)

Mandatory. (i) ~~Within~~ Commencing with Fiscal Year 2012, within five ~~(5)~~ Business Days after financial statements have been delivered pursuant to Section ~~6.01(a~~6.01(b) and the related Compliance Certificate has been delivered pursuant to Section ~~6.02(b~~6.01(c), the Borrower shall ~~cause to be prepaid the Term~~ prepay an aggregate principal amount of Loans ~~in an amount~~ equal to the excess (if any) of (A) ~~50%~~ the Repayment Percentage of Excess Cash ~~Flow, if any,~~ Flow for the ~~fiscal year~~ Fiscal Year covered by such financial statements ~~(commencing with the fiscal year ended December 31, 2007) minus~~ over (B) the sum of (i) ~~all voluntary prepayments~~ the aggregate principal amount of Term Loans prepaid during such ~~fiscal year~~ Fiscal Year pursuant to Section 2.05(a)(i) and (ii) the excess of (x) all ~~voluntary~~ prepayments made under Section 2.05(b)(iii) over (y) the aggregate amount of ~~Revolving Credit Loans during such fiscal year~~ prepayments made under Section 2.05(b)(iii) that, pursuant to the ~~extent the Revolving Credit Commitments are permanently reduced by the amount~~ operation of ~~such payments, in the case of each of the immediately preceding clauses~~ clause (~~i) and (ii~~x), have previously reduced the prepayment amount pursuant to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) ~~if the Total Leverage Ratio~~ (such prepayments to be applied as ~~of the last day of the fiscal year covered by such financial statements is less than 4.5:1~~set forth in clauses (v) and (vii) below). (ii) ~~(A)~~ If ~~(x) the Borrower~~ any Loan Party or any ~~Restricted Subsidiary~~ of its Subsidiaries Disposes of any Motor Vehicle (other than in connection with a Motor Vehicle Financing (including in connection with the repayment or other discharge of any Motor Vehicle Financing with or in anticipation of the receipt of proceeds from any sale or other disposition of any Motor Vehicles securing or the subject of such Motor Vehicle Financing) or a Newly Acquired Motor Vehicle Financing), Disposes of any property pursuant to Section 7.11(c) or ~~assets (other than any Disposition~~ Section 7.11(p), Disposes of any property ~~or assets permitted by~~ in connection with a sale and leaseback pursuant to Section ~~7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n~~7.15(c) or ~~(o)), or (y) any~~ suffers a Casualty Event ~~occurs,~~ which ~~in the aggregate~~ results in the realization ~~or receipt~~ by ~~the Borrower or~~ such ~~Restricted Subsidiary~~ Person of Net Cash Proceeds, the Borrower shall ~~cause~~ prepay an aggregate principal amount of Loans equal to ~~be prepaid on or prior to the date which is ten~~ 100% of such Net Cash Proceeds within five (105) Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or Casualty Event described in this Section 2.05(b)(ii), at the election of the Borrower, and so long as no Default or Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets (including Permitted Acquisitions) so long as within 365 days after the ~~date~~ receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the ~~realization or~~ Borrower in writing to the Administrative Agent); provided further, that acquisitions of assets (including pursuant to Permitted Acquisitions) that occurred within 90 days prior to receipt of such Net Cash Proceeds ~~Term~~ shall be treated as a permitted application pursuant to this clause; and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). (iii) Upon the sale or issuance by Holdings of any of its Capital Securities (other than (v) any sales or issuances of Capital Securities to another Loan Party, (w) any issuance or sale for the purpose of funding a Permitted Acquisition, (x) any prepayment or similar transaction permitted by Section 7.08 in respect of the Fixed Rate Notes, Senior Notes or other Indebtedness, (y) any sale or issuance of Capital Securities pursuant to an employee stock ownership plan or (z) if after giving pro forma effect thereto, the Consolidated Leverage Ratio is less than 2.50:1.00), the Borrower shall prepay an aggregate principal amount of the Loans equal to ~~100~~50% of all Net Cash Proceeds received therefrom within three (3) Business Days of receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below). (iv) If any Loan Party receives any Net Cash Proceeds from (x) any Qualified Receivables Transaction representing an increase in the net outstanding realizations by the Loan Parties under all Qualified Receivables Transactions to in excess of $275,000,000 (or, if greater, the largest prior amount since the Closing Date of such net outstanding realizations) or (y) any Motor Vehicle Financing, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds, to be applied as set forth in clauses (v) and (vii) below. (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Loan Facilities, ratably among the Tranche B-1 Term Loans and the Tranche B-2 Term Loans, to the principal repayment installments thereof occurring within the next 24 months in direct order of maturity, second, to the Term Loan Facilities, ratably among the Tranche B-1 Term Loans and the Tranche B-2 Term Loans, to the remaining principal repayment installments thereof on a pro-rata basis, and third, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.05(b). (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than ~~Excluded Net Cash Proceeds~~the L/C Borrowings) ~~received; provided that no~~ in an aggregate amount equal to such ~~prepayment shall be required~~ excess. (vii) Prepayments of the Revolving Credit Facility made pursuant to this Section ~~2.05(b)(ii)(A~~2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), (iv) ~~with respect~~ or (v) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(ii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. Notwithstanding the foregoing, if a mandatory prepayment of Eurodollar Rate Loans is required pursuant to clause (b) of this Section 2.05 to be made on a date that is not an Interest Payment Date, the Borrower may delay such mandatory prepayment until the next succeeding Interest Payment Date so long as (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Borrower deposits an amount equal to such ~~portion~~ mandatory prepayment for the period of such ~~Net Cash Proceeds that~~ delay in a cash collateral account maintained with (or, at the ~~Borrower shall have~~Administrative Agent’s discretion, on ~~or prior~~ behalf of) (and subject to ~~such date, given written notice to~~ documentation reasonably satisfactory to) the Administrative Agent for the benefit of ~~its intent to reinvest in accordance with Section 2.05(b)(ii)(B)~~ the Secured Parties (and over which ~~notice may only be provided if no Event of Default has occurred and is then continuing~~the Administrative Agent shall have a first priority lien);.

Appears in 2 contracts

Sources: Credit Agreement (SWIFT TRANSPORTATION Co), Credit Agreement (SWIFT TRANSPORTATION Co)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section ~~6.02(b~~6.02(a), the Borrower ~~shall cause~~ shall, subject to ~~be prepaid the Term~~ clause (b)(v) of this Section 2.03, prepay an aggregate principal amount of Loans ~~in an amount~~ equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ~~ended December~~ ending January 31, ~~2007~~2015) minus (B) the sum of (i) all voluntary prepayments of ~~Term~~ Loans during such fiscal year pursuant to Section 2.03(a)(i) and (ii) all voluntary prepayments of ~~Revolving Credit Loans~~ loans under the ABL Facilities or any other revolving credit facilities during such fiscal year to the extent accompanied by a corresponding permanent reduction in the ~~Revolving Credit Commitments are permanently reduced by~~ commitments under the ~~amount of such payments~~ABL Facilities or any other revolving credit facilities, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that (x) the ECF Percentage shall be 25% if the ~~Total~~ Senior Secured Net Leverage Ratio ~~as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow~~ for the fiscal year covered by such financial statements was less than or equal to 3.25 to 1.0 and ~~no payment of any Loans~~ greater than 2.75 to 1.0 and (y) the ECF Percentage shall be ~~required under this Section 2.05(b)(i)~~ 0% if the ~~Total~~ Senior Secured Net Leverage Ratio ~~as of the last day of~~ for the fiscal year covered by such financial statements is was less than ~~4.5:1~~or equal to 2.75 to 1.0. (ii) (A) If (x) the Borrower or any of its Restricted ~~Subsidiary~~ Subsidiaries Disposes of any property or assets (other than (X) any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (~~in the case of clause (d)(i)~~ to the extent constituting a Disposition ~~by any~~ to the Borrower or a Restricted Subsidiary to that is a ~~Loan Party~~Guarantor), (e), (g), (h), (i), (k), (l), (m), (n~~) or~~ ), (o), (p), (s) and (t) and (Y) so long as the ABL Credit Agreement is in effect, any Disposition of Current Asset Collateral) or (y) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall ~~cause to be prepaid~~ prepay on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash ~~Proceeds Term~~ Proceeds, subject to clause (b)(v) of this Section 2.03, an aggregate principal amount of Loans ~~in an amount~~ equal to 100% of all Net Cash Proceeds realized or received; provided, that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt (~~other than Excluded~~ or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Pari Passu Secured Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash ~~Proceeds) received~~Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.03(b)(ii)(A) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof; provided, further, that except as provided in Section 7.05(j)(iii), no ~~such~~ prepayment shall be required pursuant to this Section ~~2.05(b)(ii)(A~~2.03(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section ~~2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing~~2.03(b)(ii)(B);.

Appears in 2 contracts

Sources: Credit Agreement (Chinos Holdings, Inc.), Credit Agreement (J Crew Group Inc)

Mandatory. (i) Within five ~~(5)~~ Business Days after financial statements have been (or are required to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required to be) delivered pursuant to Section 6.02(b), the Borrower shall ~~cause to be prepaid the Term~~ prepay an aggregate principal amount of Loans ~~in an amount~~ equal to the excess (if any) of (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 2575% of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) during the applicable fiscal year or during the period after such year end but before the Excess Cash Flow payment is due and ~~no payment~~ made so long as (i) such prepayment is not deducted in the following fiscal year and (ii) such prepayment is financed with Internally Generated Cash; provided that for each fiscal year after fiscal year 2011, the percentage of ~~any Loans shall~~ Excess Cash Flow required to be ~~required under this Section 2.05(b)(i~~applied as a prepayment will be subject to the following stepdowns: (i) 50% if the ~~Total~~ Borrower’s Consolidated Leverage Ratio is less than or equal to 3.0:1.0 and greater than 2.0:1.0 as of the ~~last day~~ end of ~~the~~ such fiscal year ~~covered by such financial statements~~ and (ii) 25% if the Borrower’s Consolidated Leverage Ratio is less than ~~4.5:1~~or equal to 2.0:1:0 as of the end of such fiscal year. (ii~~) (A~~) If (x) the Borrower or any ~~Restricted Subsidiary~~ of its Subsidiaries Disposes of any property ~~or assets~~ (other than any Disposition of any property ~~or assets~~ permitted by ~~Section 7.05(a~~▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (~~d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~▇), (e▇), (g▇), (h▇), (i▇), (l▇), (n▇) or and (~~o)),~~ k) or (y) any Casualty Event ~~occurs,~~ occurs which ~~in the aggregate~~ results in the realization ~~or receipt~~ by ~~the Borrower or~~ such ~~Restricted Subsidiary~~ Person of Net Cash Proceeds, the Borrower shall ~~cause~~ prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be ~~prepaid~~ applied as set forth in clauses (vi) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date ~~which is ten (10) Business Days~~ of such Disposition), and so long as no Default or Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the ~~date of the realization or~~ receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds ~~Term~~ not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). (iii) Upon the sale or issuance by the Borrower of any of its Equity Interests (other than Excluded Issuances and any sales or issuances of Equity Interests to another Loan Party) or receipt by the Borrower of any equity contributions, the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided that for each year after the fiscal year ended December 31, 2011, the percentage of Net Cash Proceeds from such sales or issuances required to be applied as a prepayment will be 0% if the Borrower’s Consolidated Leverage Ratio is less than 2.5:1.0. (iv) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Specified Prepayment Debt or Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (~~other than Excluded~~ such prepayments to be applied as set forth in clauses (vi) and (ix) below). (v) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash ~~Proceeds~~Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) ~~received~~and (ix) below); ~~provided~~ provided, however, that ~~no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A)~~ with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such ~~portion~~ insurance proceeds, condemnation awards or indemnity payments), and so long as no Default or Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 365 days after the receipt of such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received; and provided, further, however, that any Net Cash Proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v). (vi) Subject to Section 2.05(b)(x), each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, ratably to each of the Term A Facility and the Term B Facility and to the principal repayment installments thereof in direct order of maturity and, second, to the Revolving Credit Facility in the manner set forth in clause (ix) of this Section 2.05(b). (vii) Notwithstanding any of the other provisions of clause (ii), (iii), (iv) or (v) of this Section 2.05(b), so long as no Default under Section 8.01(a) or Section 8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (ii), (iii), (iv) or (v) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $5,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under any such clause (ii), (iii), (iv) or (v) of this Section 2.05(b) to be applied to prepay Loans exceeds $5,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.05(b). Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Borrower shall ~~have~~immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, ~~on or prior~~ as applicable, that are required to be applied to prepay Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (vii)) but which have not previously been so applied. (viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such ~~date~~excess. (ix) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), ~~given written~~ first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), (iv) or (v) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(i). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. (x) As long as Term Loans are outstanding under the Term A Loan Facility, the Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to this Section 2.05(b) at least five (5) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term B Lender of the contents of any such prepayment notice and of such Term B Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the Term B Facility). As long as Term Loans are outstanding under the Term A Loan Facility, any Term B Lender (a “Declining Term B Lender,” and any Term B Lender which is not a Declining Term B Lender, an “Accepting Term B Lender”) may elect, by delivering, not less than three (3) Business Days prior to the proposed prepayment date, a written notice, that any mandatory prepayment otherwise required to be made with respect to the Term B Loans held by such Term B Lender pursuant to this Section 2.05(b) not be made (the aggregate amount of such prepayments declined by the Declining Term B Lenders, the “Declined Prepayment Amount”). In the event that the Declined Prepayment Amount is greater than $0, the Administrative Agent will promptly notify each Term A Lender and Accepting Term B Lender of the amount of such Declined Prepayment Amount and of such Term A Lender’s and Accepting Term B Lender’s ratable portion of such Declined Prepayment Amount (based on such Lender’s Applicable Percentage in respect of the Term A Facility and Term B Facility (excluding the Applicable Percentage of Declining Term B Lenders), as applicable). Any such Term Lender (a “Declining Term Lender”) may elect, by delivering, not less than one (1) Business Day prior to the proposed prepayment date, a written notice, that such Lender’s ratable portion of such Declined Prepayment Amount not be applied to repay such Lender’s Term Loans, in which case the portion of such Declined Prepayment Amount which would otherwise have been applied to such Term Loans of the Declining Term Lenders shall instead be retained by the Borrower. For the avoidance of doubt, the Borrower may, at its ~~intent~~ option, apply any amounts retained in accordance with this subclause (x) to ~~reinvest~~ prepay loans in accordance with Section ~~2.05(b)(ii)(B~~2.05(a) ~~(which notice may only be provided if no Event of Default has occurred and is then continuing);~~above.

Appears in 2 contracts

Sources: Credit Agreement (Gentiva Health Services Inc), Credit Agreement (Gentiva Health Services Inc)

Mandatory. Without limiting anything contained herein, the Borrower agrees to the following: (i) ~~Within~~ if at any time any Loan remains outstanding for five (5) or more Business Days after ~~financial statements have been delivered pursuant to Section 6.01(a) and~~ such Loan was advanced by the ~~related Compliance Certificate has been delivered pursuant to Section 6.02(b)~~Lenders, the Borrower shall ~~cause~~ immediately and without notice or demand pay over the amount of such Loan to the Administrative Agent for the account of the Lenders as and for a mandatory prepayment on such Obligations; (ii) if at any time the sum of the principal amount of the Reserve Loans then outstanding shall be ~~prepaid~~ in excess of the ~~Term Loans~~ Borrowing Base (Reserve) as then determined and computed, the Borrower shall immediately and without notice or demand pay over the amount of the excess to the Administrative Agent as and for a mandatory prepayment on such Obligations; (iii) without notice or demand, prepay any Reserve Loan on the Business Day immediately following the next computation date of the Reserve Account in an amount equal to the lesser of (A) ~~50%~~ the full amount of ~~Excess Cash Flow~~such Reserve Loan and (B) the amount of excess cash that is permitted to be withdrawn from the Reserve Account; (iv) the Borrower shall, on each date the Commitments are reduced pursuant to Section 1.10 hereof, prepay the Revolving Loans and Swing Loans, by the amount, if any, ~~for~~ necessary to reduce the ~~fiscal year covered by such financial statements~~ sum of the aggregate principal amount of Revolving Loans and Swing Loans then outstanding to the amount to which the Commitments have been so reduced; and (~~commencing with~~ v) Without limiting the ~~fiscal year ended December 31~~Borrower’s obligation to repay the Loans pursuant to any other provision of this Section 1.7(b), ~~2007) minus~~ on any Business Day in a calendar month (Bother than the last Business Day in a calendar month), if (A) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1. (ii) (A) If (x) the ~~Borrower or any Restricted Subsidiary Disposes~~ number of ~~any property or assets~~ Business Days remaining in such calendar month (~~other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d~~not including such Business Day) ~~(in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or~~ plus (y) ~~any Casualty Event occurs, which~~ the number of Zero Loan Days occurring in ~~the aggregate results in the realization or receipt by the Borrower or~~ such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, calendar month on or prior to such ~~date~~Business Day is less than (B) five (5), ~~given written~~ then the Borrower shall immediately and without notice or demand pay over the amount of such Loan to the Administrative Agent for the account of ~~its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred~~ the Lenders as and ~~is then continuing);~~for a mandatory prepayment on such Obligations.

Appears in 2 contracts

Sources: Credit Agreement (StoneX Group Inc.), Credit Agreement (StoneX Group Inc.)

Mandatory. (i) Within five ~~(5)~~ Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the ~~Borrower~~ Borrowers shall cause to be prepaid ~~the~~ an aggregate principal amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, ~~2007~~2005, but determined for such fiscal year for the period from April 1, 2005 through December 31, 2005) minus ~~(B)~~ the sum of (i1) ~~all voluntary~~ the amount of any prepayments of the Term Loans made pursuant to Section 2.05(a) during ~~such~~ the fiscal year covered by such financial statements and (ii2) ~~all voluntary prepayments of Revolving Credit Loans during such fiscal year~~ solely to the extent the Revolving Credit Commitments are ~~permanently~~ reduced by pursuant to Section 2.06(a) in connection therewith (and solely to the extent of the amount of such ~~payments~~reduction), in the ~~case~~ amount of ~~each~~ any prepayments of the ~~immediately preceding clauses (i~~Revolving Credit Loans made pursuant to Section 2.05(a) ~~and (ii), to~~ during the ~~extent~~ fiscal year covered by such ~~prepayments are not funded with the proceeds of Indebtedness~~financial statements; provided that such percentage shall be reduced to (x) 25% if the ~~Total~~ Senior Secured Leverage Ratio as of the last day of the immediately preceding four fiscal ~~year covered by such financial statements is~~ quarters was less than ~~5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount~~ 3.75:1 and equal to 25or greater than 3.25:1 and (y) 0% ~~of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i)~~ if the ~~Total~~ Senior Secured Leverage Ratio as of the last day of the immediately preceding four fiscal quarters was less than 3.25:1; provided further that if the Borrowers determine, in their reasonable judgment, that (I) a portion of Excess Cash Flow for any fiscal period is reasonably attributable to the results of operations and cash flows of any Regulated Subsidiary (the "REGULATED SUBSIDIARY PORTION"), (II) such Regulated Subsidiary does not have funds that are not then Unavailable Regulated Subsidiary Funds to remit the full amount of such Regulated Subsidiary Portion to any Unregulated Person and (III) the Borrowers otherwise lack sufficient cash or Cash Equivalents or other sources of liquidity to prepay the Regulated Subsidiary Portion of such Excess Cash Flow for such fiscal year ~~covered by~~ (the amount of any such ~~financial statements is less than 4.5:1~~shortfall for any period after giving effect to clauses (II) and (III), but not in excess of such Regulated Subsidiary Portion, a "SHORTFALL AMOUNT"), then the Borrowers' obligation to pay such Shortfall Amount shall be deferred until the date, if any, on which the Borrowers are able to so pay the Shortfall Amount or any portion thereof, including as a result of any funds of a Regulated Subsidiary ceasing to be Unavailable Regulated Subsidiary Funds. (ii) (A) If (x1) ~~the Borrower or~~ any Restricted ~~Subsidiary~~ Company Disposes of any property or assets (other than any Disposition of any property or assets (x) permitted by Section 7.05(a) thr▇▇▇▇ (▇), (b▇), (c▇)(▇), (d▇) ▇▇▇▇▇▇▇ (~~in the case of clause~~ ▇) ▇▇ (~~d)(i~~▇) ▇▇ (▇) ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ry to the ~~extent constituting a Disposition by any Restricted~~ extent, and for so long as, the Net Cash Proceeds thereof are Unavailable Regulated Subsidiary ~~to a Loan Party), (e), (g), (h), (i), (l), (n) or (o))~~Funds, or (y2) any Casualty Event ~~occurs~~occurs (other than any Casualty Event with respect to any Regulated Subsidiary to the extent, ~~which~~ and for so long as, the Net Cash Proceeds thereof are Unavailable Regulated Subsidiary Funds), which, in either case, in the aggregate results in the realization or receipt by ~~the Borrower or such~~ any Restricted ~~Subsidiary~~ Company of Net Cash ~~Proceeds~~Proceeds in excess of $1,000,000 in any fiscal year, the ~~Borrower~~ Borrowers shall cause to be prepaid on or prior to the date which is ten ~~(10)~~ Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) ~~with respect to such portion of such Net Cash Proceeds that the Borrower shall have~~if, on or prior to such date, the Borrowers shall have given written notice to the Administrative Agent of ~~its intent~~ their intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) (which ~~notice~~ election may only be ~~provided~~ made if no Event of Default has occurred and is then continuing);

Appears in 1 contract

Sources: Credit Agreement (Fidelity National Financial Inc /De/)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the ~~Borrower~~ Company shall cause to be offered to be prepaid ~~the~~ in accordance with clause (viii) below, an aggregate principal amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, ~~2007~~2008) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that the percentage of Excess Cash Flow specified in clause (A) shall be reduced in respect of a fiscal year to an amount equal to 25% of Excess Cash Flow, if any, if the Total Leverage Ratio as of the last day of ~~the~~ such fiscal year covered by such financial statements is was less than ~~5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount~~ 5.0:1.0 and greater than or equal to ~~25% of Excess Cash Flow for the fiscal year covered by such financial statements and~~ 4.0:1.0; provided, further, that no payment of any Loans shall be required under this Section 2.05(b)(i) in respect of a fiscal year if the Total Leverage Ratio as of the last day of ~~the~~ such fiscal year covered by such financial statements is was less than ~~4.5:1~~4.0:1.0. (ii) (A) If (x) the ~~Borrower~~ Company or any of Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d~~) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~), (e), (g), (h), (i), (~~l), (~~n) or (o)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the ~~Borrower~~ Company or such Restricted Subsidiary of Net Cash Proceeds, the ~~Borrower~~ Company shall cause to be offered to be prepaid in accordance with clause (viii) below on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the ~~Borrower~~ Company shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);

Appears in 1 contract

Sources: Credit Agreement (ReAble Therapeutics Finance LLC)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the BR Borrower shall cause to be prepaid ~~the~~ an aggregate principal amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, ~~2007~~2005, which fiscal year shall be for the period from April 1, 2005 through December 31, 2005) minus (B) the sum of (i1) ~~all~~ the amount of any voluntary prepayments of Term Loans made pursuant to Section 2.05(a) during such fiscal year and (ii2) ~~all~~ solely to the extent the amount of the Revolving Credit Commitments are reduced pursuant to Section 2.06 in connection therewith (and solely to the extent of the amount of such reduction), the amount of any voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtednessyear; provided that such percentage shall be reduced to (x) 25% if the ~~Total~~ Leverage Ratio as of the last day of the immediately preceding four fiscal ~~year covered by such financial statements is~~ quarters was less than ~~5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25~~4.5:1 and (y) 0% ~~of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i)~~ if the ~~Total~~ Leverage Ratio as of the last day of the immediately preceding four fiscal ~~year covered by such financial statements is~~ quarters was less than ~~4.5:1~~3.5:1. (ii) (A) If (x) the BR Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d~~) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~), (e), (f) (except to the extent clause (iii) of the proviso thereto is applicable to such Disposition), (g), (h), (i), (~~l), (n~~j) or (om)), ) or (y) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization or receipt by the BR Borrower or such Restricted Subsidiary of Net Cash Proceeds, the BR Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) ~~with respect to such portion of such Net Cash Proceeds that the Borrower shall have~~if, on or prior to such date, the BR Borrower shall have given written notice to the Administrative Agent of its ~~intent~~ intention to reinvest or cause to be reinvested all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) (which ~~notice~~ election may only be ~~provided~~ made if no Event of Default has occurred and is then continuing);

Appears in 1 contract

Sources: Credit Agreement (Warner Chilcott CORP)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid ~~the~~ an aggregate principal amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year of the Borrower covered by such financial statements (commencing with the fiscal year ~~ended~~ of the Borrower ending December 31, ~~2007~~2016) minus (B) the sum of (i1) ~~all~~ the amount of any voluntary prepayments of Term Loans made pursuant to Section 2.05(a) during such fiscal year ~~and~~ other than prepayments made with the Net Cash Proceeds from the incurrence of Credit Agreement Refinancing Indebtedness, (ii2) ~~all voluntary prepayments of Revolving Credit Loans during such fiscal year~~ solely to the extent the amount of the Revolving Credit Commitments are permanently reduced by pursuant to Section 2.06 in connection therewith (and solely to the extent of the amount of such ~~payments~~reduction), in the ~~case~~ amount of ~~each~~ any voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) during such fiscal year and (3) for the fiscal year of the ~~immediately preceding clauses (i) and (ii)~~Borrower ending December 31, ~~to the extent such prepayments are not funded with the proceeds of Indebtedness~~2016, Foreign Excess Cash Flow, if positive; provided that such percentage shall be reduced to 25% if the Total Leverage Ratio as of the last day of the applicable fiscal year ~~covered by such financial statements is~~ was less than ~~5.25:1~~4.00:1.00; and provided, ~~the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and~~ further, that no ~~payment of any Loans shall be required~~ mandatory prepayment under this Section 2.05(b)(i) shall be required if the Total Leverage Ratio as of the last day of the applicable fiscal year ~~covered by such financial statements is~~ was less than ~~4.5:1~~3.25:1.00. (ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by ~~Section 7.05(a~~▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (~~d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~▇), (e▇), (g▇), (h▇), (i▇), (l▇), (~~n) or~~ ▇), (▇), (o), (q) (except as set forth in the proviso thereof), ) or (y) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) ~~with respect to such portion of such Net Cash Proceeds that the Borrower shall have~~if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its ~~intent~~ intention to reinvest or cause to be reinvested all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) (which ~~notice~~ election may only be ~~provided~~ made if no Event of Default has occurred and is then continuing);; provided further that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.

Appears in 1 contract

Sources: Credit Agreement (Quintiles Transnational Holdings Inc.)

Mandatory. (i) ~~Within~~ Beginning with the fiscal year ending December 31, 2019, within five ~~(5)~~ Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section ~~6.02(b~~6.02(a), the ~~Borrower~~ Borrowers shall ~~cause to be prepaid the Term~~ prepay an aggregate principal amount of Loans ~~in an amount~~ equal to the excess (if any) of (A) ~~50% of Excess Cash Flow, if any, for~~ the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% ECF Percentage of Excess Cash Flow for the fiscal year covered by such financial statements over (B) (i) the aggregate principal amount of Term A Loans prepaid pursuant to Section 2.04(a) (such prepayments to be applied as set forth in clauses (iv) and ~~no payment~~ (vi) below) made during such fiscal year, and (ii) the aggregate principal amount of ~~any~~ all Revolving Credit Loans ~~shall be required under this~~ prepaid pursuant to Section ~~2.05(b)(i~~2.04(a) if (to the ~~Total Leverage Ratio as~~ extent of accompanied by permanent reductions of the ~~last day of the~~ Revolving Credit Commitments pursuant to Section 2.05(a)) during such fiscal ~~year covered by such financial statements is less than 4.5:1.~~year (ii) ~~(A)~~ If (x1) ~~the Borrower~~ Holdings or any ~~Restricted Subsidiary~~ of its Subsidiaries Disposes of any property ~~or assets~~ (other than any Disposition of any property ~~or assets~~ permitted by Section 7.05(a), ) or (b)~~, (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n~~) or (~~o)), or (y~~2) any Casualty Event occurs, in each case, which ~~in the aggregate~~ results in the realization ~~or receipt~~ by ~~the Borrower or~~ such ~~Restricted Subsidiary~~ Person of Net Cash Proceeds, the ~~Borrower~~ Borrowers shall ~~cause~~ prepay an aggregate principal amount of Loans equal to 100.0% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be ~~prepaid~~ applied as set forth in clauses (iv) and (vi) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or Casualty Event described in this Section 2.04(b)(ii), at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date ~~which is ten (10) Business Days~~ of such Disposition), and so long as no Default shall have occurred and be continuing, Holdings or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within twelve months after the ~~date of the realization or~~ receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrowers in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds ~~Term~~ not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(ii). (iii) Upon the incurrence or issuance by Holdings or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by Holdings or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below). (iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) shall be applied, first, to Term A Loans in inverse order of maturity and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b). (v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(a) or Section 8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $1,000,000, the Borrowers may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $1,000,000. During such deferral period the Borrowers may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Borrowers shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrowers and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied. (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Revolver Borrower shall immediately prepay Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than ~~Excluded Net~~ the L/C Borrowings) in an aggregate amount equal to such excess. (vii) Except as otherwise provided in clause (vi), prepayments of the Revolving Credit Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash ~~Proceeds~~Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii) ~~received~~or (iii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Revolver Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Revolver Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. (viii) The Revolver Borrower shall, on any Business Day of each Clean-up Period, prepay in full all Revolving Credit Loans outstanding on such day and ensure that the aggregate amount of outstanding Revolving Credit Loans does not exceed $0 for at least one immediately succeeding Business Day; provided, however, that the Revolver Borrower shall not be required to prepay in full all Revolving Credit Loans outstanding (i) during any of the calendar weeks set forth on Schedule 2.04(b)(viii) hereto and (ii) at the Revolver Borrower’s discretion, during an additional three calendar weeks in each calendar year; provided that no two of such ~~prepayment~~ three calendar weeks shall be ~~required~~ consecutive. (ix) Notwithstanding any other provision of this Section 2.04(b) the contrary, to the extent that a Responsible Officer of the Borrowers has reasonably determined in good faith that repatriation of any of or all the Net Cash Proceeds or Excess Cash Flow of a Foreign Subsidiary giving rise to a prepayment event pursuant to this Section ~~2.05(b)(ii)(A~~2.04(b) ~~with respect~~ would have a material adverse tax cost consequence, an amount equal to ~~such portion of such~~ the Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay Loans at the times provided in this Section 2.04(b); provided that ~~the~~ each Borrower ~~shall have~~hereby agrees, ~~on or prior~~ and will cause any applicable Subsidiary, to promptly take all commercially reasonable actions required by Law (including applicable local law) to permit such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);repatriation without material adverse tax consequences.

Appears in 1 contract

Sources: Credit Agreement (International Money Express, Inc.)

Mandatory. (i) ~~Within~~ No later than the earlier of (x) one hundred five (5105) ~~Business Days~~ days after the end of each fiscal year of Holdings, commencing with the fiscal year ending on December 31, 2011, and (y) the date on which the financial statements with respect to such fiscal year have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause outstanding Loans to be prepaid ~~the Term Loans~~ in an amount equal to (A) ~~50%~~ the Applicable ECF Percentage of Excess Cash Flow, if any, for such fiscal year (or, in the case of the fiscal year ~~covered by such financial statements (commencing with the fiscal year ended~~ ending on December 31, ~~2007~~2011, for the period from July 1, 2011 through December 31, 2011) minus (B) the ~~sum~~ aggregate amount of ~~(i) all~~ voluntary prepayments of ~~Term~~ Loans ~~during such fiscal year and (ii~~made pursuant to Section 2.05(a) ~~all voluntary prepayments of Revolving Credit Loans~~ during such fiscal year to the extent ~~the Revolving Credit Commitments are permanently reduced by the amount of such payments~~made with internally generated funds (but, in the case of ~~each~~ a voluntary prepayment of ~~the immediately preceding clauses (i) and (ii)~~Revolving Credit Loans or Swing Line Loans, only to the extent ~~such prepayments are not funded with~~ accompanied by a corresponding permanent reduction to the ~~proceeds of Indebtedness~~Aggregate Revolving Credit Commitments); ~~provided~~ provided, that if on the ~~Total Leverage Ratio~~ date of any mandatory prepayment required by this Section 2.05(b)(i) the Borrower maintains Manager Reserves, the amount of any such mandatory prepayment otherwise required by this Section 2.05(b)(i) shall be reduced to the extent necessary such that, after giving effect thereto, the Liquidity as of ~~the last day~~ such date of prepayment shall not be less than Manager Reserves on such date; provided, however, that if any prepayment is not required to be made by operation of the ~~fiscal year covered by such financial statements is less than 5.25:1~~preceding proviso and at any time thereafter the Liquidity shall exceed the amount of the Manager Reserves, the Borrower shall ~~make prepayments of~~ cause outstanding Loans to be prepaid in an ~~aggregate~~ amount equal to ~~25%~~ the lesser of ~~Excess Cash Flow for~~ (x) such excess at such time and (y) the ~~fiscal year covered by such financial statements and no payment~~ remainder of ~~any Loans shall be required~~ (i) the aggregate amount of mandatory prepayments under this Section 2.05(b)(i) ~~if the Total Leverage Ratio as~~ reduced by operation of the ~~last day of the fiscal year covered by such financial statements is~~ preceding proviso less ~~than 4.5:1.~~ (ii) the aggregate amount of mandatory prepayments made pursuant to this further proviso. (A) If (x) ~~the Borrower~~ Holdings or any ~~Restricted~~ Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (~~in the case of clause (d)(i)~~ to the extent constituting a Disposition by any ~~Restricted~~ Subsidiary Guarantor to a Loan Party), (e), (f), (g), (h~~), (i), (l), (n~~) or (~~o)),~~ i) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by ~~the Borrower~~ Holdings or such ~~Restricted~~ Subsidiary of Net Cash Proceeds, the Borrower shall cause outstanding Loans to be prepaid on or prior to the date which is ~~ten~~ three (103) Business Days after the date of the realization or receipt of such Net Cash Proceeds ~~Term Loans~~ in an amount equal to 100% of all Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided ~~that~~ that, no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on within two (2) Business Days of such date of realization or ~~prior to such date~~receipt, given written notice to the Administrative Agent of its intent to reinvest or use such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) or (C), as the case may be (which notice may only be provided if no Default or Event of Default has occurred and is then continuing);. (B) With respect to up to $2,500,000 of Net Cash Proceeds in the aggregate during any fiscal year realized or received with respect to Dispositions by Holdings or any of the Subsidiaries (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)), the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets (other than working capital) useful for its business within twelve (12) months following receipt of such Net Cash Proceeds; provided that (i) so long as a Default or Event of Default shall have occurred and be continuing, the Borrower shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Default or Event of Default is continuing) and (ii) if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election or if any Net Cash Proceeds are not reinvested by the expiration of the relevant time period set forth above, an amount equal to any such Net Cash Proceeds shall be applied to the prepayment of outstanding Loans as set forth in this Section 2.05 within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested or the expiration of such time period. (C) With respect to any Net Cash Proceeds realized or received with respect to any Casualty Event, the Borrower may use all or any portion of such Net Cash Proceeds to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within (x) fifteen (15) months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to use such Net Cash Proceeds before the expiration of the fifteen (15) month period referred to in preceding clause (x), within ninety (90) days after the end of such fifteen (15) month period; provided that (i) the amount of such Net Cash Proceeds, together with other cash available to the Borrower and permitted to be spent by it on Capital Expenditures during the relevant period pursuant to Section 7.16, equals at least 100% of the estimated cost of replacement or restoration of the properties or assets in respect of which such Net Cash Proceeds were paid as determined by the Borrower and as supported by such estimates or bids from contractors or subcontractors or such other supporting information as the Administrative Agent may reasonably request, (ii) the Borrower has delivered to the Administrative Agent a certificate on or prior to the date of the required prepayment stating that such Net Cash Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within (x) fifteen (15) months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds before the expiration of the fifteen (15) month period referred to in the preceding clause (x), within ninety (90) days after the end of such fifteen (15) month period (which certificate shall set forth the estimates of the Net Cash Proceeds to be so expended) and also certifying the Borrower’s determination as required by preceding clause (i) and certifying the sufficiency of business interruption insurance as required by succeeding clause (iii), (iii) the Borrower has delivered to the Administrative Agent such evidence as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent establishing that the Borrower has sufficient business interruption insurance and that the Borrower will receive payments thereunder in such amounts and at such times as are necessary, together with other funds the Borrower expects to be reasonably available to it, to satisfy all obligations and expenses of the Borrower (including, without limitation, all debt service requirements, including pursuant to this Agreement and the Second Lien Credit Agreement), without any delay or extension thereof, for the period from the date of the respective casualty, condemnation or other event giving rise to the Casualty Event and continuing through the completion of the replacement or restoration of respective properties or assets, and (iv) the entire amount of the Net Cash Proceeds of such Casualty Event shall be deposited with the Administrative Agent pursuant to cash collateral arrangements reasonably satisfactory to the Borrower and the Administrative Agent whereupon such Net Cash Proceeds shall be disbursed at the direction of 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 (pursuant to such certification requirements as may be reasonably established by the Administrative Agent), it being understood and agreed that at any time while an Event of Default has occurred and is continuing, the Required Lenders may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Borrower to, follow said directions) to apply any or all proceeds then on deposit in such cash collateral account to the repayment of Obligations hereunder; provided, further, that (i) the aggregate amount applied to replace or rebuild assets of the Borrower and the Subsidiaries (other than assets consisting of casino space and assets therein) shall not exceed $37,500,000 with respect to any Casualty Event, (ii) so long as a Default or an Event of Default shall have occurred and be continuing, the Borrower shall not be permitted to so use any such Net Cash Proceeds (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Default or Event of Default is continuing) and (iii) if any Net Cash Proceeds are no longer intended to be or cannot be so used at any time after delivery of a notice of election to replace or restore or if any Net Cash Proceeds are not so used by the expiration of the relevant time periods set forth above, an amount equal to any such Net Cash Proceeds shall be applied to the prepayment of outstanding Loans as set forth in this Section 2.05 within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so used or the expiration of such time periods. (iii) If Holdings or any Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall cause outstanding Loans to be prepaid in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is two (2) Business Days after the receipt of such Net Cash Proceeds. (iv) If Holdings or any Subsidiary receives any cash proceeds from any capital contribution or any sale or issuance of its Equity Interests (including any Permitted Equity Issuance pursuant to Section 8.04, but excluding (A) issuances of Equity Interests to the Borrower or any Subsidiary by any Subsidiary of the Borrower, (B) any capital contribution to any Subsidiary of the Borrower made by the Borrower or any other Subsidiary, and (C) any capital contribution by Parent or any Subsidiary of Parent that is the direct parent company of Holdings to Holdings, or any sale or issuance of Qualified Equity Interests by Holdings to Parent or any Subsidiary of Parent that is the direct parent company of Holdings, the Net Cash Proceeds of which are promptly used (x) by Holdings to make a capital contribution to the Borrower and (y) concurrently thereafter by the Borrower (after delivery of written notice to the Administrative Agent of such intention) to make an Investment, a prepayment of Second Lien Loans or Capital Expenditure pursuant to Section 7.02(m), 7.13(a) or 7.16(c), as the case may be), the Borrower shall cause outstanding Loans to be prepaid in an amount equal to 50% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the Aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans, such aggregate Outstanding Amount exceeds the Aggregate Revolving Credit Commitments then in effect. (vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment required to be made pursuant to Section 2.05(b)(i), (ii), (iii) or (iv) at least two (2) Business Days prior to the date of such prepayment (or no later than the date of such prepayment in the case of Section 2.05(b)(iii)). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. (vii) Each prepayment of outstanding Loans pursuant to this Section 2.05(b) shall be applied (A) first, to the principal of outstanding Term Loans, (B) second, after all outstanding Term Loans have been repaid in full, to the principal of outstanding Swing Line Loans (without a corresponding reduction to the Aggregate Revolving Credit Commitments unless a Default or an Event of Default then exists), (C) third, after the repayment in full of all outstanding Term Loans and Swing Line Loans, to the principal of outstanding Revolving Credit Loans (without a corresponding reduction to the Aggregate Revolving Credit Commitments unless a Default or an Event of Default then exists) and (D) fourth, after the repayment in full of all outstanding Loans, to Cash Collateralize the L/C Obligations (without a corresponding reduction to the Aggregate Revolving Credit Commitments unless a Default or an Event of Default then exists). The amount of each principal repayment of outstanding Term Loans made as required by this Section 2.05(b) shall be applied to reduce the then remaining Scheduled Term Loan Repayments on a pro rata basis (based upon the then remaining principal amounts of the Scheduled Term Loan Repayments after giving effect to all prior reductions thereto). Each repayment of Term Loans, Revolving Credit Loans and Swing Line Loans pursuant to this Section 2.05(b) shall be paid to the Administrative Agent for distribution to the Appropriate Lenders entitled thereto in accordance with their respective Pro Rata Shares. Each repayment of a Eurodollar Loan pursuant to this Section 2.05(b) shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05.

Appears in 1 contract

Sources: First Lien Credit Agreement (Station Casinos LLC)

Mandatory. (i) ~~Within five (5) Business Days after~~ On or prior to the tenth day following the date on which the financial statements have been delivered (or, if later, are required to be delivered) pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered (or, if later, is required to be delivered) pursuant to Section ~~6.02(b~~6.02(a) unless and to the extent that such ten-day period is not practicable based on applicable legal or regulatory constraints, in which case the date of prepayment shall be the first date on which the Borrower is able to make a prepayment and commitment reduction using Borrower’s commercially reasonable efforts to do so (provided that, for the avoidance of doubt, any such amount not paid shall be excluded from the determination of the Available Amount), the Borrower shall ~~cause~~ prepay, subject to ~~be prepaid~~ Section 2.05(c), an aggregate principal amount of the Initial Term Loans ~~in an amount~~ equal to (A) 50% (as may be adjusted pursuant to the proviso below) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ~~ended~~ ending December 31, ~~2007)~~ 2019), minus (B) the sum of (i1) ~~all voluntary~~ the amount of any prepayments of the Term Loans made pursuant to Section 2.05(a) during such fiscal year ~~and (ii~~and/or any cash repurchases of the Term Loans made pursuant to Section 10.07(i) ~~all voluntary prepayments of Revolving Credit Loans~~ during such fiscal ~~year~~ year, (2) solely to the extent the Revolving Credit Commitments are ~~permanently~~ reduced by pursuant to Section 2.06(a) in connection therewith (and solely to the extent of the amount of such ~~payments~~reduction), in the ~~case~~ amount of ~~each~~ any prepayments of the ~~immediately preceding clauses~~ Revolving Credit Loans made pursuant to Section 2.05(a) during such fiscal year, (i3) ~~and~~ the portion of the Excess Cash Flow applied (~~ii),~~ to the extent ~~such prepayments are not~~ the Borrower or any Subsidiary is required by the terms thereof) to prepay, repay or purchase other Indebtedness that is secured on a pari passu basis with the Obligations on a no more than pro rata basis with the Initial Term Loans; provided that (x) no voluntary prepayment funded with the proceeds of ~~Indebtedness; provided that if~~ an incurrence of Indebtedness may be applied pursuant to clause (B) above to reduce the ~~Total Leverage Ratio as~~ amount of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be prepayment required under this Section 2.05(b)(i) and (y) in the case of any such prepayment that is made at less than the par value of the applicable Indebtedness being so repaid, the amount of any reduction pursuant to this Section 2.05(b)(i) shall be limited to the actual cash amount paid by the Borrower in respect of such repayment; provided, further, that such percentage in clause (A) above shall be reduced to (x) 25% if the Total Net Leverage Ratio as of the ~~last day~~ end of such fiscal year was equal to or less than 4.50:1.00 but greater than 4.00:1.00 and (y) 0% if the Total Net Leverage Ratio as of the end of such fiscal year ~~covered by such financial statements is~~ was equal to or less than ~~4.5:1~~4.00:1.00. (ii) (A) If (x) Parent, the Borrower or any ~~Restricted Subsidiary~~ of their respective Subsidiaries Disposes of any property or assets (other than any Disposition ~~of any property or assets permitted by Section 7.05(a),~~ (~~b), (c), (d~~1) ~~(in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary~~ to a Loan Party or (2) by a Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party~~), (e), (g), (h), (i~~) pursuant to Section 7.05(i), (l), (n) or (o)), or (y) any Casualty Event occurs, ~~which~~ and the transactions or series of related transactions described in this clause (A) result in the ~~aggregate results in the realization or~~ receipt by Parent, the Borrower ~~or such Restricted Subsidiary~~ and the Subsidiaries of Net Cash ~~Proceeds~~Proceeds (any such transaction or series of related transactions being a “Relevant Transaction”), the Borrower shall ~~cause to be prepaid on or prior~~ (1) give written notice to the ~~date which is ten (10) Business Days~~ Administrative Agent thereof promptly after the date of ~~the realization or~~ receipt of such Net Cash Proceeds and (2) except to the extent the Borrower elects in such notice to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B), the Borrower shall, subject to Section 2.05(b)(vii) hereof, prepay an aggregate principal amount of Term Loans in an amount equal to ~~100% of all~~ the Net Cash Proceeds received from such Relevant Transaction within fifteen (~~other than Excluded Net Cash Proceeds~~15) ~~received~~Business Days of receipt thereof by Parent, the Borrower or such Subsidiary; provided that no the Borrower may use a portion of the Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness that is secured by the Collateral on a pari passu or senior basis to the Obligations to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment ~~shall be required pursuant~~ or repurchase thereof with the proceeds of such Relevant Transaction, in each case in an amount not to ~~this Section 2.05(b)(ii)(A~~exceed (1) ~~with respect to such portion~~ in the case of pari passu Indebtedness, the product of (x) the amount of such Net Cash Proceeds ~~that~~ and (y) a fraction, the ~~Borrower shall have~~numerator of which is the outstanding principal amount of such other pari passu Indebtedness and the denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness, ~~on or prior to~~ and (2) in the case of Senior Indebtedness, the amount of such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);Net Cash Proceeds.

Appears in 1 contract

Sources: First Lien Credit Agreement (Keyw Holding Corp)

Mandatory. (i) ~~Within five~~ The Borrower shall, not later than one Business Day after the date of receipt of the Net Cash Proceeds by the Borrower or any of its Subsidiaries from: (5A) ~~Business Days after financial statements have been delivered~~ the sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries (other than any property or assets expressly permitted to be sold, leased, transferred or otherwise disposed of pursuant to clause (i), (ii), (iii), (iv) or (v) of Section ~~6.01(a~~5.02(e)); (B) ~~and~~ the ~~related Compliance Certificate has been delivered~~ incurrence or issuance by the Borrower or any of its Subsidiaries of any Debt (other than Debt expressly permitted to be incurred or issued pursuant to ~~Section 6.02(b~~clause (i), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) or (xiii) of Section 5.02(b)); and (C) the issuance or sale by the Borrower ~~shall cause~~ or any Subsidiary thereof (which is or will be as a result thereof subject to the Securities Exchange Act of 1934, as amended) of any Equity Interests therein (other than (i) the issuance by the Borrower of (a) its common stock to employees of the Borrower or its Subsidiaries pursuant to employee equity incentive or benefit plans, (b) Equity Interests to effect any acquisition permitted under Section 5.02(f) hereof, provided that in the case in which the proceeds of such issuance are contemplated to be ~~prepaid~~ used to effect such acquisition, then all the ~~Term Loans~~ proceeds thereof are used within 180 days of such issuance to effect such acquisition, and any such proceeds not so used by such 180th day shall be applied as a prepayment as provided herein, or (c) Equity Interests in connection with a redemption of Subordinated Debt to the extent contemplated in Section 5.02(i) and, (ii) the issuance by any Subsidiary of the Borrower of any Equity Interests therein to the Borrower or to another Subsidiary thereof), prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to (x) 100% of the amount of the Net Cash Proceeds in respect of any sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries referred to in subclause (b)(i)(A) above to the extent such Net Cash Proceeds have not been reinvested within the applicable reinvestment period as provided in Section 5.02(e)(vi); (y) the first $150,000,000 of Net Cash Proceeds from the incurrence or issuance by the Borrower or any of its Subsidiaries of all Debt referred to in subclause (b)(i)(B) above plus 50% of any such Net Cash Proceeds in excess of $150,000,000; and (z) 50% of the amount of the Net Cash Proceeds of the issuance or sale by the Borrower of any Equity Interests other than common Equity Interests and 25% of the amount of Net Cash Proceeds of the issuance or sale by the Borrower of any common Equity Interests referred to in subclause (b)(i)(C) above, and in the case of Net Cash Proceeds from the issuance or sale by any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above other than common Equity Interests, 50% of an amount equal to the Borrower's Percentage of such Net Cash Proceeds and in the case of Net Cash Proceeds from the issuance by any Subsidiary of the Borrower of common Equity Interests referred to in subclause (b)(i)(C) above, 25% of an amount equal to the Borrower's Percentage of such Net Cash Proceeds. Each prepayment of advances required to be made pursuant to this subclause (i) shall first be applied on a pro rata basis between the Term Facilities, and with respect to each Term Facility, applied on a pro rata basis against the respective principal repayment installments thereof, and thereafter applied to the Revolving Credit Facility in the manner set forth in this Section 2.06(b). (ii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances and, if applicable, deposit an amount into the L/C Cash Collateral Account equal to the amount by which (A~~) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B~~) the sum of (i1) the aggregate principal amount of all ~~voluntary prepayments~~ Revolving Credit Advances, Letter of ~~Term Loans during~~ Credit Advances and Swing Line Advances outstanding on such ~~fiscal year~~ Business Day and (ii2) the aggregate Available Amount of all ~~voluntary prepayments~~ Letters of ~~Revolving~~ Credit ~~Loans during~~ outstanding on such ~~fiscal year to the extent~~ Business Day exceeds (B) the Revolving Credit ~~Commitments are permanently reduced by the amount of~~ Facility on such ~~payments, in the case of each of the immediately preceding clauses~~ Business Day (~~i) and (ii~~after giving effect to any permanent reduction thereof pursuant to Section 2.05 on such Business Day), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1. (iiiii) ~~(A) If (x) the~~ The Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall haveshall, on ~~or prior to such date~~each Business Day, ~~given written notice~~ pay to the Administrative Agent for deposit into the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account on such Business Day to equal the amount by which (A) the aggregate Available Amount of ~~its intent~~ all Letters of Credit outstanding on such Business Day exceeds (B) the Letter of Credit Facility on such Business Day (after giving effect to ~~reinvest in accordance with~~ any permanent reduction thereof pursuant to Section ~~2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing~~2.05 on such Business Day);.

Appears in 1 contract

Sources: Credit Agreement (Tri City Dialysis Center Inc)

Mandatory. (i) Within ~~five~~ ten (510) Business Days after the date financial statements ~~have been~~ are required to be delivered pursuant to Section 6.01(a) ~~and~~ (or, for the ~~related Compliance Certificate has been~~ fiscal year ending on December 31, 2021, within thirty (30) days after the date financial statements are required to be delivered pursuant to Section ~~6.02(b~~6.01(a)), the Borrower ~~shall cause~~ shall, subject to ~~be prepaid the~~ clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans in an amount (the “ECF Payment Amount”) equal to (A) 5075.0% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ~~ended~~ ending on December 31, ~~2007~~2021, but solely, with respect to the fiscal year ending on December 31, 2021, from the period beginning April 1, 2021 and ending December 31, 2021) minus (B) the sum of (ix) all voluntary prepayments of Term Loans during such fiscal year (to the extent not deducted pursuant to this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due (including the amount of any voluntary prepayments or cancellation of Term Loans made at a discount to par (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Indebtedness)) and (iiy) all voluntary prepayments of Revolving Credit Loans or other revolving credit facilities during such fiscal year (to the extent not deducted pursuant this clause (B) in respect of the prior year) or after such fiscal year end and prior to the time the payment pursuant to this Section 2.05(b) is due, in each case to the extent the Revolving Credit Commitments or any other revolving credit facility commitments are permanently reduced by the amount of such payments, and in the case of each of the immediately preceding clauses (ix) and (iiy), to the extent such prepayments are not ~~funded~~ financed with the proceeds of ~~Indebtedness~~incurrences of long-term Indebtedness (other than Revolving Credit Borrowings); provided that the ECF Percentage shall be 50% if the Total Net Leverage Ratio ~~as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow~~ for the fiscal year covered by such financial statements ~~and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is~~ was less than ~~4.5:1~~or equal to 2.00:1.00. (ii) (A) If (x) ~~the Borrower~~ Holdings or any Restricted Subsidiary Disposes of any property or assets ~~(other than any Disposition of any property or assets permitted by~~ pursuant to Section ~~7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n~~7.05(f) or (~~o)),~~ j) (or in a Disposition not permitted by this Agreement) or (y) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization or receipt by ~~the Borrower~~ Holdings or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall ~~cause to be prepaid~~ prepay on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash ~~Proceeds~~ Proceeds, subject to clause (b)(vi) of this Section 2.05, an aggregate principal amount of Term Loans ~~in an amount~~ equal to 100% of all Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds)~~ realized or received; provided that if at the time that any such prepayment would be required, the Borrower or any Restricted Subsidiary is required to repay, redeem or repurchase or offer to repay, redeem or repurchase Indebtedness that is secured on a pari passu basis (but without regard to control of remedies) with the Obligations pursuant to the terms of the documentation governing or evidencing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Indebtedness required to be repaid, redeemed or repurchased or offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower or applicable Restricted Subsidiary may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase, redemption or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii)(A) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, redeemed or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no ~~such~~ prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to ~~such date~~the applicable date that prepayment of Term Loans would have otherwise been required pursuant to this Section 2.05(b)(ii)(A), given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B~~) (which notice may only be provided if no Event of Default has occurred and is then continuing~~);.

Appears in 1 contract

Sources: Syndicated Facility Agreement (A.K.A. Brands Holding Corp.)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1. (ii) (A) If ~~(x) the Borrower~~ Holdings or any ~~Restricted Subsidiary~~ of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by ~~Section~~ Sections 7.05(a~~), (b), (c), (d~~) ~~(in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h),~~ through (i), ) and (l), (m) and (n)) ~~or (o)), or (y) any Casualty Event occurs,~~ which in the aggregate results in the realization ~~or receipt~~ by ~~the Borrower~~ Holdings or such ~~Restricted~~ Subsidiary of Net Cash ~~Proceeds~~Proceeds (determined as of the date of such Disposition, whether or not such Net Cash Proceeds are then received by Holdings or such Subsidiary), in excess of the lesser of $15,000,000 and 10% of Consolidated Net Tangible Assets (as defined in the New Subordinated Notes Indenture), determined as of the last day of the most recent fiscal quarter for which a consolidated balance sheet of Holdings and its Subsidiaries has been prepared, in any fiscal year, the Borrower shall ~~cause to be prepaid on or prior to the date which is ten (10) Business Days after~~ prepay, within 180 days of the date of the ~~realization or receipt~~ subject Disposition, an aggregate principal amount of ~~such Net Cash Proceeds Term~~ Loans ~~in an amount~~ equal to 100% of all Net Cash Proceeds received therefrom (or, in the case of a Disposition permitted by Section 7.05(k), 50% of the first $200,000,000 of Net Cash Proceeds therefrom and 100% of all Net Cash Proceeds in excess of $200,000,000 received therefrom); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i) (other than ~~Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required~~ Dispositions pursuant to Section 7.05(k)), at the option of the Borrower, and as an alternative to the prepayment requirement set forth in this Section ~~2.05(b)(ii)(A) with respect to~~ 2.05(b)(i), Holdings or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in fixed or capital assets to be used in the business of the Borrower and its Subsidiaries so long as such Net Cash Proceeds are used or committed to be so used within 12 months after the Disposition giving rise to the obligations under this Section 2.05. (ii) Upon the incurrence or issuance by Holdings or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom on the date of receipt thereof by Holdings or such Subsidiary if received prior to 11:00 a.m. on a Business Day and otherwise on the next Business Day; provided that this provision shall only apply to Indebtedness of Holdings that is of the type described in clause (a) of the definition of "Indebtedness" and exceeds $25,000,000 in the aggregate outstanding at any time. (iii) Within 30 days after any Disposition (including by way of merger or consolidation) by a Loan Party or any of their respective Subsidiaries of any of the Equity Interests in any such Loan Party's Subsidiaries to a Person other than a Loan Party or any of their respective Subsidiaries, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds of such Disposition. (iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans and Swing Line Loans and Unreimbursed Amounts and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall ~~have~~not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time. (v) Each prepayment of Loans pursuant to this Section 2.05(b) shall be applied, ~~on or prior~~ first, ratably to ~~such date, given written notice~~ each of the Term A Facility and the Term B Facility (subject to Section 2.05(c)) and to the ~~Administrative Agent~~ principal repayment installments thereof on a pro rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of ~~its intent to reinvest in accordance with~~ this Section ~~2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing~~2.05(b);.

Appears in 1 contract

Sources: Credit Agreement (Del Monte Foods Co)

Mandatory. (i) ~~Within five~~ Unless otherwise agreed by the Lenders (~~5) Business Days after financial statements have been delivered pursuant~~ with respect to ~~Section 6.01(a~~clauses (A) and (C) below) or the ~~related Compliance Certificate has been delivered pursuant~~ Majority Lenders (with respect to ~~Section 6.02(b),~~ clause (B) below) the Borrower shall ~~cause~~ be required to ~~be prepaid~~ prepay the ~~Term~~ Loans ~~in an amount equal to~~ and cancel the Facility: (A) ~~50% of Excess Cash Flow~~in full, if ~~any, for~~ the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced Merger is not consummated by the ~~amount of such payments~~Acceleration Date referred to below, in or if the ~~case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are~~ Merger is consummated but not ~~funded~~ with the proceeds of ~~Indebtedness~~DLH Acquisition Debt, such prepayment to be made on the one-year anniversary of the date (the “Acceleration Date”) that is earliest to occur of (a) January 5, 2008, (b) the date of termination of the Merger Agreement and (c) the date of consummation of the Merger other than with the proceeds of DLH Acquisition Debt; (B) in full, if a Change of Control occurs after the Closing Date; ~~provided that~~ and (C) in full, if the ~~Total Leverage Ratio as~~ Borrower does not consent to the amendment and restatement of this Agreement pursuant to Section 9.19 contemporaneously with the execution and delivery of the ~~last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow~~ documentation for the ~~fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if~~ facility for the ~~Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1~~DLH Acquisition Debt. (ii) ~~(A) If (x)~~ The Borrower shall notify the ~~Borrower or any Restricted Subsidiary Disposes~~ Facility Agent in writing of any ~~property or assets (other than any Disposition~~ mandatory prepayment of ~~any property or assets permitted by~~ the Facility required to be made pursuant to Section ~~7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n~~2.03(b)(A) or (~~o)), or~~ B) at least three (y3) ~~any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or~~ Business Days prior to the date ~~which is ten (10) Business Days after~~ of such prepayment. Each such notice shall specify the date of such prepayment. The Facility Agent will promptly notify each Lender of the ~~realization or receipt~~ contents of the Borrower’s prepayment notice and of such ~~Net Cash Proceeds Term Loans in an amount equal to 100%~~ Lender’s ratable share of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);prepayment.

Appears in 1 contract

Sources: Loan Agreement (Duquesne Light Holdings Inc)

Mandatory. (i) ~~Within~~ No later than five ~~(5) Business Days after~~ days following the date on which financial statements have been (or are required to be) delivered pursuant to Section 6.01(a) for each fiscal year of Holdings (commencing with the fiscal year ending December 31, 2011) and the related Compliance Certificate has been (or is required to be) delivered pursuant to Section ~~6.02(b~~6.02(a), the Borrower shall cause to be prepaid ~~the~~ an aggregate amount of Term Loans in an amount equal to (A) ~~50%~~ the Applicable ECF Percentage of Excess Cash Flow, if any, for ~~the~~ such fiscal year ~~covered by such financial statements (commencing with the fiscal year ended December 31, 2007)~~ minus (B) the sum of (i1) all voluntary prepayments of Term Loans during such fiscal year and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are ~~not~~ funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1Borrower’s internally generated cash. (ii) ~~(A)~~ If (x1) ~~the Borrower~~ Holdings or any Restricted Subsidiary of Holdings Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d~~) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~), (e), (f), (g), (h), (~~i), (~~l), (no) or (os)), ) or (y2) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization or receipt by ~~the Borrower~~ Holdings or ~~such~~ any Restricted Subsidiary of Net ~~Cash~~ Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ~~ten~~ five (105) Business Days after the date of the realization or receipt by Holdings or any Restricted Subsidiary of such Net ~~Cash~~ Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net ~~Cash~~ Proceeds received. (iii) If Holdings or any Restricted Subsidiary incurs or issues any (x) Permitted Refinancing Notes or (y) any other Indebtedness after the Closing Date (other ~~than Excluded~~ than, in the case of this clause (y), Indebtedness not prohibited under Section 7.03), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on the date such Net Proceeds are received by Holdings or such Restricted Subsidiary. (iv) If Holdings or the Borrower issues any Equity Interests in a Qualified IPO, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 50% of all Net Proceeds received therefrom within five (5) Business Days of the date such Net Proceeds are received by Holdings or the Borrower. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash ~~Proceeds) received~~Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that ~~no such prepayment~~ the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section ~~2.05(b)(ii)(A~~2.05(b)(vi) ~~with respect~~ unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Revolving Credit Exposures exceed the aggregate Revolving Credit Commitments then in effect. (vi) Each prepayment of Term Loans pursuant to ~~such portion of such Net Cash Proceeds that~~ this Section 2.05(b) shall be applied to reduce future scheduled amortization payments required pursuant to Section 2.07(a) as directed by the Borrower ~~shall have, on or prior to such date, given~~ by written notice to the Administrative Agent at or prior to the time of ~~its intent~~ such prepayment or, to ~~reinvest~~ the extent the Borrower has not provided such notice to the Administrative Agent at the time of such prepayment, in ~~accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);~~the direct

Appears in 1 contract

Sources: Credit Agreement (Styron Canada ULC)

Mandatory. (a) [Reserved]. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term Loans in an amount equal to If (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1. (ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) makes an Asset Sale or (~~o)), or (y~~B) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net ~~Cash~~ Proceeds, the Borrower shall prepay, or cause to be ~~prepaid~~ prepaid, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or such Restricted Subsidiary of such Net ~~Cash Proceeds~~ Proceeds, subject to Section 2.05(2)(b)(ii) and Sections 2.05(2)(f) and (g), an aggregate principal amount of Term Loans ~~in an amount~~ equal to 100% (such percentage as it may be reduced as described below, the “Net Proceeds Percentage”) of all Net ~~Cash~~ Proceeds ~~(other than Excluded Net Cash Proceeds)~~ realized or received; provided that no ~~such~~ prepayment shall be required pursuant to this Section ~~2.05(b)(ii)(A~~2.05(2)(b)(i) with respect to such portion of such Net ~~Cash~~ Proceeds that the Borrower reinvests (or has entered into a binding commitment or a signed letter of intent to reinvest) or intends to invest in accordance with Section 2.05(2)(b)(ii); provided further that the Net Proceeds Percentage shall ~~have~~be (I) 50.0%, if the Senior Debt to Total Assets Ratio is equal to or less than 70.0%, (II) 25.0%, if the Senior Debt to Total Assets Ratio is equal to or less than 64.5% and (III) 0.0%, if the Senior Debt to Total Assets Ratio is equal to or less than 60.0% (provided, that, in each case, (x) the Net Proceeds Percentage shall be calculated after giving effect to such Asset Sale or Casualty Event and the use of proceeds thereof (including the repayment of Indebtedness) and (y) the Senior Debt to ▇▇▇▇ Assets Ratio shall be determined, at the Borrower’s option, at the time of such disposition, at the time of entry into a definitive agreement with respect thereto or at the time of application of the net cash proceeds therefrom) (any amount of Net Proceeds not required to be applied to make a prepayment due to the operation of this proviso, “Retained Asset Sale Proceeds”); provided further that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge or offer to Discharge any Other Applicable Indebtedness with Other Applicable Net Proceeds pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such Net Proceeds otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(b)(i) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge or offer to Discharge at such time), to the prepayment of the Term Loans and to an offer to repurchase or prepay Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(b)(i) shall be reduced accordingly (provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Net Proceeds shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(b)(i)); provided that for purposes of this paragraph each holder of Other Applicable Indebtedness shall be assumed to have accepted, or not declined, any such offer to repurchase or prepay such Other Applicable Indebtedness. (ii) With respect to any Net Proceeds realized or received with respect to any Asset Sale or any Casualty Event, the Borrower or any Restricted Subsidiary, at its option, may (A) reinvest (directly or indirectly including through any non-prohibited Investment (including, for the avoidance of doubt, any Investments in CRE Finance Assets and Real Estate Investments), acquisition, Capital Expenditure, Capitalized Software Expenditure or repayment of Indebtedness) all or any portion of such Net Proceeds in assets useful for their business or (B) apply the Net Proceeds to prepay amounts outstanding under any (I) Asset Financing Facility secured directly or indirectly by CRE Finance Assets or any (II) CRE Financing within (x) twenty-four (24) months following receipt of such Net Proceeds or (y) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment or a signed letter of intent to reinvest such Net Proceeds within twenty-four (24) months following receipt thereof, no later than one hundred eighty (180) days after the end of such twenty-four (24)-month period; provided that the Borrower may elect to deem expenditures that otherwise would be permissible reinvestments that occur prior to receipt of such Net Proceeds to have been reinvested in accordance with the provisions of this Section 2.05(2)(b)(ii) (it being understood that such deemed expenditures shall have been made no earlier than the earliest of the determination to enter into such Asset Sale, execution of a definitive agreement for such Asset Sale and the date that is one hundred eighty (180) days prior to consummation of such Asset Sale or Casualty Event); provided further that if any Net Proceeds are no longer intended to be or cannot be so reinvested at any time after such reinvestment election, and subject to clauses (f) and (g) of this Section 2.05(2), an amount equal to any such Net Proceeds shall be applied within ten (10) Business Days after the Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05. (c) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness (i) not expressly permitted to be incurred or issued pursuant to Section 7.02 or (ii) that constitutes Other Loans or Credit Agreement Refinancing Indebtedness, in each case, incurred or issued to refinance any Class (or Classes) of Term Loans resulting in Net Proceeds (as opposed to such Credit Agreement Refinancing Indebtedness or Other Loans arising out of an exchange of existing Term Loans for such Credit Agreement Refinancing Indebtedness or Other Loans), the Borrower shall prepay, or cause to be prepaid, an aggregate principal amount of Term Loans of any Class or Classes (in each case, as directed by the Borrower) equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds. (i) Except as otherwise set forth in any Refinancing Amendment, Extension Amendment or Incremental Amendment, each prepayment of Term Loans required by Sections 2.05(2)(a), (b) and (c)(i) shall be allocated to any Class of Term Loans outstanding as directed by the Borrower, shall be applied pro rata to Term Lenders within such Class of Term Loans (subject to any “cashless roll” provision in connection with any prepayment with the proceeds of applicable Refinancing Indebtedness), based upon the outstanding principal amounts owing to each such Term Lender under such Class of Term Loans and shall be applied to reduce such remaining scheduled installments of principal within such Class of Term Loans as directed by the Borrower (and absent such direction, in direct order of maturity); provided that: (A) such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that any Class of Incremental Term Loans, Other Term Loans, Extended Term Loans or Replacement Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans); (B) in the event that there are two or more outstanding Classes of Term Loans with the same Maturity Date, such prepayments may not be directed to any such Class of Term Loans without at least a pro rata repayment of any Classes of Term Loans maturing on the same date (except that any Class of Incremental Term Loans, Other Term Loans, Extended Term Loans or Replacement Loans may specify that one or more other Classes of Term Loans with the same Maturity Date may be prepaid prior to such Class of Term Loans maturing on the same date); and (ii) each prepayment of Term Loans required by Section 2.05(2)(c)(ii) shall be allocated to any Class or Classes of Term Loans being refinanced as directed by the Borrower and shall be applied pro rata to Term Lenders within each such Class, ~~given~~ based upon the outstanding principal amounts owing to each such Term Lender under each such Class of Term Loans. (e) If for any reason the aggregate Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations at any time exceeds the aggregate Revolving Commitments then in effect, the Borrower shall promptly prepay Revolving Loans and Swing Line Loans or Cash Collateralize the L/C Obligations in an aggregate amount equal to 103% of such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(2)(e) unless after the prepayment in full of the Revolving Loans and Swing Line Loans (as applicable) such aggregate Outstanding Amount of L/C Obligations exceeds the aggregate Revolving Commitments then in effect. (f) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (a) through (c) of this Section 2.05(2) at least three (3) Business Days prior to the date of such prepayment (or such later date as agreed by the Administrative Agent in its sole discretion) (provided that, in the case of clause (b) or (c) of this Section 2.05(2), the Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by the Borrower. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (a) and (b) of this Section 2.05(2) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m., New York time, two (2) Business Days prior to the date of ~~its intent~~ such prepayment (or such earlier date as agreed by the Administrative Agent and the Borrower). Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to ~~reinvest~~ be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower (or the applicable Restricted Subsidiary) and may be applied by the Borrower to increase the Basket set forth in ~~accordance with~~ Section ~~2.05(b)(ii)(B~~7.05(1)(b). (g) Notwithstanding any other provisions of this Section 2.05(2), (i) to the extent that any or all of the Net Proceeds of any Asset Sale by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.05(2)(b) (~~which notice may only~~ a “Foreign Asset Sale”), the Net Proceeds of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”) are prohibited or delayed by applicable local law from being repatriated to the United States, an amount equal to the portion of such Net Proceeds so affected will not be required to be applied to repay Term Loans at the times provided if in this Section 2.05(2) (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation) and (ii) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Asset Sale or Foreign Casualty Event would have adverse tax consequences for any Loan Party, any Loan Party’s Subsidiaries, any Parent Company or any holder of Equity Interests of any of the foregoing (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Proceeds, an amount equal to the Net Proceeds so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.05(2) (each, a “Payment Block”); provided that the Borrower shall not be required to monitor any such Payment Block and/or to reserve cash for any future repatriation after the Borrower has notified the Administrative Agent of the existence of such Payment Block. (h) All prepayments under this Section 2.05 (other than prepayments of Base Rate Revolving Loans that are not made in connection with the termination or permanent reduction of Revolving Commitments) shall be accompanied by all accrued interest thereon, together with, to the extent applicable, the applicable premium payable under Section 2.18. Notwithstanding any of the other provisions of this Section 2.05, so long as no Event of Default ~~has~~ shall have occurred and be continuing, if any prepayment of Term SOFR Loans is ~~then continuing);~~required to be made under this Section 2.05 prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.05 in respect of any such Term SOFR Loan prior to the last day of the Interest Period therefor, the Borrower may, in its discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.05. Such deposit shall be deemed to be a prepayment of such Loans by the Borrower for all purposes under this Agreement.

Appears in 1 contract

Sources: Credit Agreement (TPG RE Finance Trust, Inc.)

Mandatory. (i) ~~Within~~ Commencing with the fiscal year ending December 31, 2016, within the later of (x) five ~~(5)~~ Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b)) and (y) ninety-five (95) days after the end of such fiscal year, the Borrower shall ~~cause to be prepaid the Term~~ prepay an aggregate principal amount of Loans ~~in an amount~~ equal to the excess (if any) of (A) ~~50% of Excess Cash Flow, if any, for~~ the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% ECF Percentage of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a) and ~~no payment~~ the aggregate principal amount of optional prepayments of Revolving Credit Loans during such fiscal year (solely to the extent such prepayments are accompanied by a concurrent equivalent permanent reduction in the Revolving Credit Commitments); provided that any such prepayments were not made with proceeds of any ~~Loans shall~~ Indebtedness, Disposition, equity issuance, Extraordinary Receipts or other proceeds that would not be ~~required under this Section 2.05(b)(i) if~~ included in calculating Consolidated EBITDA for the ~~Total Leverage Ratio as of the last day of the~~ applicable fiscal year ~~covered by~~ (such ~~financial statements is less than 4.5:1~~prepayments to be applied as set forth in clause (v) below). (ii) ~~(A)~~ If ~~(x)~~ the Borrower or any ~~Restricted Subsidiary~~ of its Subsidiaries Disposes of any property ~~or assets~~ (other than any Disposition of any property ~~or assets~~ permitted by Section ~~7.05(a),~~ 7.05 (other than clause (b~~), (c), (d~~) ~~(in the case of clause (d)(i~~thereof) ~~to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs,~~ which ~~in the aggregate~~ results in the realization ~~or receipt~~ by ~~the Borrower or~~ such ~~Restricted Subsidiary~~ Person of Net Cash Proceeds, the Borrower shall ~~cause~~ prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds within ten (10) Business Days of receipt thereof by such Person (such prepayments to be ~~prepaid~~ applied as set forth in clause (v) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date ~~which~~ of such Disposition), and so long as (i) no Default shall have occurred and be continuing and (ii) either (A) at the time such Disposition is ~~ten~~ made or (10B) ~~Business Days~~ after application of a portion of the Net Cash Proceeds to prepay Term Loans as required above, the Consolidated Leverage Ratio in each case is less than or equal to 3.00 to 1.00, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the ~~date of the realization or~~ receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Borrower in writing to the Administrative Agent) and if such Net Cash Proceeds ~~Term~~ are not so reinvested within such 365-day period but such Net Cash Proceeds are subject to a definitive agreement within such 365-day period to reinvest such Net Cash Proceeds in accordance with this Section 2.05(b)(ii) then the Borrower or such Subsidiary shall have an additional 180 days after the end of the such initial 365-day period to reinvest such Net Cash Proceeds in accordance with this Section 2.05(b)(ii); and provided, further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be promptly applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). (iii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02 (other than clause (j)(ii) thereof)), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within five (5) Business Days of receipt thereof (or, in the case of Net Cash Proceeds of Indebtedness incurred in reliance upon Section 7.02(j)(ii), substantially simultaneously with the receipt thereof) by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (ii) or (iii) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within ten (10) Business Days of receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received and if such Net Cash Proceeds are not so reinvested within such 180-day period but such Net Cash Proceeds are subject to a definitive agreement within such 180-day period to reinvest such Net Cash Proceeds in accordance with this Section 2.05(b)(iv) then the Borrower or such Subsidiary shall have an additional 180 days after the end of the such initial 180-day period to reinvest such Net Cash Proceeds in accordance with this Section 2.05(b)(iv); and provided, further, however, that any cash proceeds not so applied shall be promptly applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv). (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, in direct order of maturity to the next four principal repayment installments of the Term Facility and, thereafter, to the remaining scheduled principal installments of the Term Facility on a pro rata basis; and, second, upon payment in full of all Term Loans, to the Revolving Credit Facility (without permanent reduction of the Revolving Credit Commitments) in the manner set forth in clause (vii) of this Section 2.05(b). Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities. (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than ~~Excluded Net Cash Proceeds~~the L/C Borrowings) ~~received;~~ in an aggregate amount equal to such excess. (vii) Except as otherwise provided ~~that no such prepayment~~ in Section 2.15, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations in full; and, in the case of prepayments of the Revolving Credit Facility required pursuant to this Section ~~2.05(b)(ii)(A~~2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) ~~with respect~~ to ~~such portion~~ reimburse the applicable L/C Issuer or the applicable Revolving Credit Lenders, as applicable. (viii) Notwithstanding any other provisions of this Section 2.05(b) any mandatory prepayments arising under Section 2.05(b)(ii) or (iv) from the receipt of Net Cash Proceeds from any Disposition or Extraordinary Receipts by any Foreign Subsidiary (each, a “Foreign Disposition”) or arising under Section 2.05(b)(i) from Excess Cash Flow directly attributable to Foreign Subsidiaries (“Foreign Excess Cash Flow”) shall not be required to the extent that the repatriation of such Net Cash Proceeds or Foreign Excess Cash Flow would (A) give rise to a material adverse tax consequence or (B) be prohibited or delayed by any requirement of applicable Laws. The Borrower hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly file any required forms, obtain any necessary consents and take all similar actions reasonably required by the applicable local Laws to permit such repatriation; provided that ~~the Borrower~~ if such repatriation of any such affected Net Cash Proceeds or Foreign Excess Cash Flow is later permitted under applicable Laws and can be accomplished without material adverse tax consequences, such repatriation shall ~~have~~be effected as promptly as practicable and such repatriated Net Cash Proceeds or Foreign Excess Cash Flow, ~~on or prior to~~ as applicable, will be promptly after such ~~date, given written notice~~ repatriation applied to the ~~Administrative Agent~~ repayment of ~~its intent~~ the Loans pursuant to ~~reinvest in accordance with~~ this Section ~~2.05(b)(ii)(B~~2.05(b) ~~(which notice may only be~~ to the extent provided ~~if no Event of Default has occurred and is then continuing);~~herein.

Appears in 1 contract

Sources: Credit Agreement (Nn Inc)

Mandatory. (i) ~~Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and~~ The Borrower shall, on the ~~related Compliance Certificate has been delivered pursuant to Section 6.02(b)~~90th day following the end of each Fiscal Year commencing with the 2002 Fiscal Year, prepay an aggregate principal amount of the ~~Borrower shall cause to be prepaid~~ Advances comprising part of the ~~Term Loans~~ same Borrowings in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow in excess of $5,000,000 for ~~the fiscal year covered by~~ such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1Fiscal Year. (ii) ~~(A) If (x) the~~ The Borrower ~~or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a)~~shall, (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) within two Business Days after the date of ~~the realization or~~ receipt of ~~such~~ the Net Cash Proceeds ~~Term Loans~~ by the Borrower or any of its Subsidiaries from (A) the sale, lease, transfer or other disposition of any assets of the Borrower or any of its Subsidiaries (other than leases in the ordinary course of business or any sale, lease, transfer or other disposition of assets pursuant to clause (i), (ii), (iv) or (v) of Section 5.02(e)) and (B) any Extraordinary Receipt received by, or paid to, or for the account of, the Borrower or any of its Subsidiaries and not otherwise included in clause (A) above, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to ~~100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion~~ the amount of such Net Cash ~~Proceeds~~ Proceeds. (iii) The Borrower shall, within two Business Days after the date of receipt, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to 33.33% of the proceeds received on account of any offering of any Equity Interests of the Parent or any other Loan Party on or after September 30, 2004, except for Equity Interests consisting of any (x) Reorganization Securities, (y) common stock of the Parent, the proceeds of the issuance and sale of which are applied to refinance the Series A Preferred Stock at not more than 100% of liquidation value plus accrued dividends, or (z) Equity Plan Securities. (iv) The Borrower shall, within two Business Days after the date of receipt (or if later, within two Business Days after the Amendment Effective Date), prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to the Net Advance Payments received by the Borrower under indefeasible right to use agreements relating to excess raised floor space at the e-deltacom facility located in Suwanee, Georgia, which are entered into by the Borrower after August 22, 2002; provided, that until NTFC and GECC have received payment of an aggregate of $6,000,000 under the NTFC Capital Lease and the GECC Capital Lease, as contemplated under Section 1(a)(ii) of the Capital Lease Amendment, the Borrower shall ~~have, on or prior to such date, given written notice~~ prepay to the ~~Administrative Agent~~ Lenders only 75% of ~~its intent~~ the amount of such Net Advance Payments. (v) The Borrower shall, within 60 days after the date of the applicable Financial Covenants Certificate, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to ~~reinvest~~ the amount by which the actual Capital Expenditures set forth therein exceeds the maximum Capital Expenditures for such period, as set forth in ~~accordance~~ Section 5.02(q)(i). (vi) The Borrower shall, within 60 days after the date of the applicable Financial Covenants Certificate, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount necessary to reduce the amount of Senior Debt so that the Senior Debt Ratio no longer exceeds the Senior Debt Ratio for the applicable period, as set forth in Section 5.02(q)(ii). (vii) All prepayments under this subsection (b) shall be made together with ~~Section 2.05(b)(ii)(B) (which notice may only~~ accrued interest to the date of such prepayment on the principal amount prepaid and shall be ~~provided if no Event of Default has occurred~~ applied ratably to each Facility and ~~is then continuing);~~to the installments thereof on a pro rata basis.

Appears in 1 contract

Sources: Credit Agreement (Itc Deltacom Inc)

Mandatory. (i) Within the earlier of (x) 95 days after the end of each Fiscal Year (commencing with the Fiscal Year ending on January 1, 2007), or (y) five ~~(5)~~ Business Days after financial statements have been delivered pursuant to Section ~~6.01(a~~‎6.1(a) and the related ~~Compliance Certificate~~ certificate has been delivered pursuant to Section ~~6.02(b)~~‎6.1(d) for such Fiscal Year, the Borrower shall ~~cause to be prepaid the Term~~ prepay an aggregate principal amount of Revolving Credit Loans ~~in an amount~~ equal to fifty (A50%) ~~50%~~ of Excess Cash ~~Flow, if any,~~ Flow for the ~~fiscal year~~ Fiscal Year covered by such financial statements (~~commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary~~ such prepayments ~~of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year~~ to ~~the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments,~~ be applied as set forth in ~~the case of each of the immediately preceding clauses (i~~clause ‎(v) and ~~(ii~~below), ~~to the extent such prepayments are not funded with the proceeds of Indebtedness;~~ provided that no such prepayment will be required with respect to any Fiscal Year if the Borrower’s Total Leverage Ratio as at the end of ~~the last day of the fiscal year covered by~~ such ~~financial statements~~ Fiscal Year is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:11.50:1.00. (ii) ~~(A)~~ If ~~(x)~~ the Borrower or any ~~Restricted Subsidiary~~ of its Subsidiaries Disposes of any property ~~or assets~~ (other than any Disposition of any property ~~or assets~~ permitted by clause ‎(i) of Section ~~7.05(a~~‎8.4(b)~~, (b), (c), (d~~) ~~(in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs,~~ which ~~in the aggregate~~ results in the realization ~~or receipt~~ by ~~the Borrower or~~ such ~~Restricted Subsidiary~~ Person of Net Cash Proceeds, the Borrower shall ~~cause~~ prepay an aggregate principal amount of Revolving Credit Loans equal to ~~be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt~~ 100% of such Net Cash Proceeds ~~Term~~ immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause ‎(v)below). (iii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to clauses (a) - (g), inclusive, of Section ‎8.1), the Borrower shall prepay an aggregate principal amount of Revolving Credit Loans ~~in an amount~~ equal to 100% of all Net Cash Proceeds received therefrom promptly upon receipt thereof by the Borrower or such Subsidiary (~~other than Excluded~~ such prepayments to be applied as set forth in clause ‎(v) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section ‎2.7(b), the Borrower shall prepay an aggregate principal amount of Revolving Credit Loans equal to 100% of all Net Cash ~~Proceeds~~Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause ‎(v) ~~received~~and below); ~~provided~~ provided, however, that ~~no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A)~~ with respect to ~~such portion~~ any proceeds of ~~such Net Cash Proceeds that~~ insurance or condemnation or eminent domain awards (or payments in lieu thereof), at the election of the Borrower ~~shall have,~~ (as notified by the Borrower to the Lender on or prior to the date of receipt of such ~~date~~insurance proceeds, ~~given written notice~~ condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply such cash proceeds within one year after the receipt thereof to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the ~~Administrative Agent~~ prepayment of the Revolving Credit Loans as set forth in this Section ‎2.7(b)(iv). (v) Each prepayment of Revolving Credit Loans pursuant to the foregoing provisions of this Section ‎2.7(b) shall be applied as follows: first, ratably to any unpaid LC Disbursements, and second, to the outstanding Revolving Credit Loans; and the amount remaining, if any, after the prepayment in full of all LC Disbursements and Revolving Credit Loans outstanding at such time may be retained by the Borrower for use in the ordinary course of its ~~intent~~ business. (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Commitment at such time, the Borrower shall immediately prepay Revolving Credit Loans and LC Disbursements and/or Cash Collateralize the Maximum Drawing Amount, in an aggregate amount equal to ~~reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);~~such excess.

Appears in 1 contract

Sources: Credit Agreement (Mexican Restaurants Inc)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid ~~the~~ an aggregate principal amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year of the Borrower covered by such financial statements (commencing with the fiscal year ~~ended~~ of the Borrower ending December 31, ~~2007~~2011) minus (B) the sum of (i1) ~~all~~ the amount of any voluntary prepayments of Term Loans made pursuant to Section 2.05(a) during such fiscal year other than prepayments made with the Net Cash Proceeds from the incurrence of Credit Agreement Refinancing Indebtedness and (ii2) ~~all voluntary prepayments of Revolving Credit Loans during such fiscal year~~ solely to the extent the amount of the Revolving Credit Commitments are permanently reduced by pursuant to Section 2.06 in connection therewith (and solely to the extent of the amount of such ~~payments, in the case of each of the immediately preceding clauses (i) and (ii~~reduction), the amount of any voluntary prepayments of Revolving Credit Loans made pursuant to ~~the extent~~ Section 2.05(a) during such ~~prepayments are not funded with the proceeds of Indebtedness~~fiscal year; ~~provided~~ provided, that such percentage shall be reduced to 25% if the Total Leverage Ratio as of the last day of the applicable fiscal year ~~covered by such financial statements is~~ was less than 5.25:1; and provided, ~~the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and~~ further, that no ~~payment of any Loans shall be required~~ mandatory prepayment under this Section 2.05(b)(i) shall be required if the Total Leverage Ratio as of the last day of the applicable fiscal year ~~covered by such financial statements is~~ was less than ~~4.5:1~~4.00:1. (ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by ~~Section 7.05(a~~▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (~~d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~▇), (e▇), (g▇), (h▇), (i▇), (l▇), (n▇) or (o)), ) or (y) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) ~~with respect to such portion of such Net Cash Proceeds that the Borrower shall have~~if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its ~~intent~~ intention to reinvest or cause to be reinvested all or a portion of such Net Cash Proceeds in accordance with ~~Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);~~Section

Appears in 1 contract

Sources: Credit Agreement (Dunkin' Brands Group, Inc.)

Appears in 1 contract

Sources: Credit Agreement (Container Store Group, Inc.)

Mandatory. (i) ~~Within five~~ No later than the earlier of (5x) ~~Business Days~~ 105 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2013, and (y) the date on which the financial statements with respect to such fiscal year have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause outstanding Term Loans to be prepaid ~~the Term Loans~~ in an amount equal to (A) ~~50%~~ the Applicable ECF Percentage of Excess Cash Flow, if any, for ~~the~~ such fiscal year ~~covered by such financial statements (commencing with the fiscal year ended December 31, 2007)~~ minus (B) the ~~sum~~ aggregate amount of ~~(i) all~~ voluntary prepayments of Term Loans made pursuant to Section 2.05(a) during such fiscal ~~year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year~~ year, except to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded financed with ~~the~~ proceeds of asset sales, sales or issuances of Equity Interests, capital contributions, insurance, condemnation or Indebtedness; provided that if on the ~~Total Leverage Ratio~~ date of any mandatory prepayment required by this Section 2.05(b)(i) the Borrower is required to maintain Manager Reserves, the amount of any such mandatory prepayment otherwise required by this Section 2.05(b)(i) shall be reduced to the extent necessary such that, after giving effect thereto, the Liquidity as of ~~the last day~~ such date of prepayment shall not be less than Manager Reserves on such date; provided however, that if any prepayment is not required to be made by operation of the ~~fiscal year covered by such financial statements is less than 5.25:1~~preceding proviso and at any time thereafter the Liquidity shall exceed the amount of the Manager Reserves, the Borrower shall ~~make prepayments of~~ cause outstanding Term Loans to be prepaid in an ~~aggregate~~ amount equal to ~~25%~~ lesser of ~~Excess Cash Flow for~~ (x) such excess at such time and (y) the ~~fiscal year covered by such financial statements and no payment~~ remainder of ~~any Loans shall be required~~ (i) the aggregate amount of mandatory prepayments under this Section 2.05(b)(i) ~~if the Total Leverage Ratio as~~ reduced by operation of the ~~last day of the fiscal year covered by such financial statements is~~ preceding proviso less ~~than 4.5:1.~~ (ii) the aggregate amount of mandatory prepayments made pursuant to this further proviso. (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (~~in the case of clause (d)(i)~~ to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), or (n)) ~~or (o)),~~ or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause the Loans (first, the Term Loans and, to the extent of any excess Net Cash Proceeds, to repay the Revolving Credit Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize Letters of Credit) to be prepaid (and, to the extent provided above, Commitments to be reduced and Letters of Credit to be Cash Collateralized) on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds ~~Term Loans~~ in an amount equal to 100% of all Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided ~~that~~ that, no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on within 5 Business Days of such date of realization or ~~prior to such date~~receipt, given written notice to the Administrative Agent of its intent to reinvest or use such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) or (C), as the case may be (which notice may only be provided if no ~~Event of~~ Default has occurred and is then continuing);; provided that no such reinvestment right shall be available with respect to any Net Cash Proceeds received by the Borrower or any Restricted Subsidiary in respect of any Disposition of any Equity Interests of any Unrestricted Subsidiary. (B) With respect to up to $15,000,000 of Net Cash Proceeds in the aggregate during any fiscal year realized or received with respect to Dispositions by the Borrower or any of its Restricted Subsidiaries (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)), the Borrower and its Restricted Subsidiaries may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within twelve (12) months following receipt of such Net Cash Proceeds; provided that (i) so long as a Default shall have occurred and be continuing, the Borrower and its Restricted Subsidiaries (x) shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower or a Restricted Subsidiary entered into at a time when no Default is continuing) and (y) shall not be required to apply such Net Cash Proceeds which have been previously applied to prepay Revolving Credit Loans to the prepayment of Term Loans until such time as the relevant investment period has expired and no Default is continuing and (ii) if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election or if any Net Cash Proceeds are not reinvested by the expiration of the relevant time period set forth above, an amount equal to any such Net Cash Proceeds shall be applied first, to prepay the Term Loans and, to the extent of any excess Net Cash Proceeds, to repay the Revolving Credit Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, Cash Collateralize Letters of Credit, as set forth in this Section 2.05(b)(ii) within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested or the expiration of such time period. (C) With respect to any Net Cash Proceeds realized or received with respect to any Casualty Event, the Borrower and its Restricted Subsidiaries may use all or any portion of such Net Cash Proceeds to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within (x) fifteen (15) months following receipt of such Net Cash Proceeds or (y) if the Borrower or a Restricted Subsidiary enters into a legally binding commitment to use such Net Cash Proceeds before the expiration of the fifteen (15) month period referred to in preceding clause (x), within one hundred and eighty (180) days of the end of such 15-month period; provided that (i) the amount of such Net Cash Proceeds, together with other cash available to the Borrower and its Restricted Subsidiaries to be spent by them on Capital Expenditures during the relevant period, equals at least 100% of the estimated cost of replacement or restoration of the properties or assets in respect of which such Net Cash Proceeds were paid as determined by the Borrower and as supported by such estimates or bids from contractors or subcontractors or such other supporting information as the Administrative Agent may reasonably request, (ii) the Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer on or prior to the date of the required prepayment stating that such Net Cash Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within (x) fifteen (15) months following receipt of such Net Cash Proceeds or (y) if the Borrower or a Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds before the expiration of the fifteen (15) month period referred to in the preceding clause (x), within one hundred and eighty (180) days of the end of such 15-month period (which certificate shall set forth the estimates of the Net Cash Proceeds to be so expended) and also certifying the Borrower’s determination as required by preceding clause (i) and certifying the sufficiency of business interruption insurance as required by succeeding clause (iii), (iii) the Borrower has delivered to the Administrative Agent such evidence as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent establishing that the Borrower and its Restricted Subsidiaries have sufficient business interruption insurance and that the Borrower and its Restricted Subsidiaries will receive payments thereunder in such amounts and at such times as are necessary, together with other funds the Borrower and its Restricted Subsidiaries expect to be reasonably available to them, to satisfy all obligations and expenses of the Borrower and its Restricted Subsidiaries (including, without limitation, all debt service requirements, including pursuant to this Agreement), without any delay or extension thereof, for the period from the date of the respective casualty, condemnation or other event giving rise to the Casualty Event and continuing through the completion of the replacement or restoration of respective properties or assets, and (iv) the entire amount of the Net Cash Proceeds of such Casualty Event shall be deposited with the Administrative Agent pursuant to cash collateral arrangements reasonably satisfactory to the Borrower and the Administrative Agent whereupon such Net Cash Proceeds shall be disbursed at the direction of the Borrower from time to time as needed to pay actual costs incurred by the Borrower and its Restricted Subsidiaries in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be reasonably established by the Administrative Agent), it being understood and agreed that at any time while an Event of Default has occurred and is continuing, the Required Lenders may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Borrower to, follow said directions) to apply any or all proceeds then on deposit pursuant to such cash collateral arrangements to the repayment of Obligations hereunder; provided further that (i) the aggregate amount applied to replace or rebuild assets of the Borrower and its Restricted Subsidiaries (other than assets consisting of casino space and assets therein) shall not exceed $37,500,000 with respect to any Casualty Event, (ii) so long as a Default shall have occurred and be continuing, (x) the Borrower and its Restricted Subsidiaries shall not be permitted to so use any such Net Cash Proceeds (other than pursuant to a legally binding commitment that the Borrower or a Restricted Subsidiary entered into at a time when no Default is continuing) and (y) the Borrower shall not be required to apply such Net Cash Proceeds which have been previously applied to prepay Revolving Credit Loans to the prepayment of Term Loans until such time as the relevant use period has expired and no Default is continuing and (iii) if any Net Cash Proceeds are no longer intended to be or cannot be so used at any time after delivery of a notice of election to replace or restore or if any Net Cash Proceeds are not so used by the expiration of the relevant time periods set forth above, an amount equal to any such Net Cash Proceeds shall be applied first, to prepay the Term Loans and, to the extent of any excess Net Cash Proceeds, to repay the Revolving Credit Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize Letters of Credit as set forth in this Section 2.05(b)(ii) within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so used or the expiration of such time periods. (iii) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall cause Loans (first, the Term Loans and, to the extent of any excess Net Cash Proceeds, to repay the Revolving Credit Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize Letters of Credit) to be prepaid (and, to the extent provided above, Commitments to be reduced and Letters of Credit to be Cash Collateralized) in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds; provided that each prepayment of Term Loans pursuant to this Section 2.05(b)(iii), if in connection with or constituting a Repricing Event, shall be subject to Section 2.05(d). (iv) If the Borrower receives any cash proceeds from any capital contribution or any sale or issuance of its Equity Interests that increases the Borrower’s Consolidated EBITDA as provided in Section 8.04, the Borrower shall cause the Loans (first, Term Loans, and to the extent of any excess Net Cash Proceeds, to repay Revolving Credit Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize Letters of Credit) to be prepaid (and, to the extent provided above, Commitments to be reduced and Letters of Credit to be Cash Collateralized) in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds. (v) If Opco Holdings, GVR Holdings (so long as GVR is a co-borrower hereunder), the Borrower or any of their respective Restricted Subsidiaries receives a return or reimbursement of any Investment (including any Project Reimbursement), the Borrower shall cause Loans (first Term Loans, and to the extent of any excess Net Cash Proceeds, to repay Revolving Credit Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize Letters of Credit) to be prepaid (and, to the extent provided above, Commitments to be reduced and Letters of Credit to be Cash Collateralized) in an amount equal to 50% of all Net Cash Proceeds received by Opco Holdings, GVR Holdings (so long as GVR is a co-borrower hereunder) the Borrower or such Restricted Subsidiary in respect of such return or reimbursement of such Investment (including any such Project Reimbursement) on or prior to the date which is five (5) Business Days after the date of the receipt of such Net Cash Proceeds. (vi) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(vi) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans, the aggregate Revolving Credit Exposures exceed the aggregate Revolving Credit Commitments then in effect. (vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment and/or commitment reduction required to be made pursuant to Section 2.05(b)(i), (ii), (iii), (iv), (v) or (vi) at least three (3) Business Days prior to the date of such prepayment and/or commitment reduction. Each such notice shall specify the date of such prepayment and/or commitment reduction and provide a reasonably detailed calculation of the amount of such prepayment and/or commitment reduction. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s notice and of such Appropriate Lender’s Pro Rata Share of the prepayment and/or commitment reduction. (viii) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied pro rata to each Class of Term Loans (based on the TL Repayment Percentages of the various Classes of Term Loans at such time), and in each case, to reduce the then remaining installments of such Class of Term Loans in inverse order of maturity. Each prepayment of Term Loans, Revolving Credit Loans and Swing Line Loans pursuant to this Section 2.05(b) shall be paid to the Appropriate Lenders entitled thereto in accordance with their respective Pro Rata Shares.

Appears in 1 contract

Sources: Credit Agreement (Station Casinos LLC)

Mandatory. ~~(i)~~ Within five ~~(5)~~ Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall ~~cause to be prepaid the Term~~ prepay an aggregate principal amount of Loans ~~in an amount~~ equal to the excess (if any) of (A) ~~50% of Excess Cash Flow, if any, for~~ the ~~fiscal year covered~~ Applicable ECF Percentage multiplied by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Term Loans prepaid during such fiscal year pursuant to Section 2.05(a)(i) (such prepayments to be applied as set forth in clauses (v) and ~~no payment of any Loans shall be required under this Section 2.05(b)(i~~(vii) ~~if the Total Leverage Ratio as of the last day of~~ below); provided, that for the fiscal year ~~covered~~ ending December 31, 2013, the Excess Cash Flow payment shall be reduced by multiplying such ~~financial statements is less than 4.5:1. (ii) (A)~~ amount by a fraction, the numerator of which shall be the number of days between the Closing Date and December 31, 2013 and the denominator of which shall be 365. If ~~(x)~~ the Borrower or any ~~Restricted Subsidiary~~ of its Subsidiaries Disposes of any property ~~or assets~~ (other than any Disposition of any property ~~or assets~~ permitted by Section 7.05(a), (b), (c), (d~~) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~), (e~~), (g), (h), (i), (l), (n~~) or (of)~~), or (y~~) ~~any Casualty Event occurs,~~ which ~~in the aggregate~~ results in the realization ~~or receipt~~ by ~~the Borrower or~~ such ~~Restricted Subsidiary~~ Person of Net Cash Proceeds, the Borrower shall ~~cause~~ prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be ~~prepaid~~ applied as set forth in clauses (v) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date ~~which is ten (10) Business Days~~ of such Disposition), and so long as no Default or Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest or commit to reinvest all or any portion of such Net Cash Proceeds in operating assets within 360 days after the ~~date of the realization or~~ receipt of such Net Cash Proceeds ~~Term~~ (and in the case of any such commitment to reinvest Net Cash Proceeds, such reinvestment shall be consummated within 180 days after the end of such 360-day period) (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (~~other than Excluded~~ such prepayments to be applied as set forth in clauses (v) and (vii) below). Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash ~~Proceeds~~Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (v) ~~received~~and (viii) below); ~~provided~~ provided, however, that ~~no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A)~~ with respect to ~~such portion~~ any proceeds of ~~such Net Cash Proceeds that~~ insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower ~~shall have,~~ (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such ~~date~~insurance proceeds, ~~given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if~~ condemnation awards or indemnity payments), and so long as no Default or Event of Default ~~has~~ shall have occurred and ~~is then~~ be continuing, the Borrower or such Subsidiary may apply or commit to apply within 360 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or Real Property in respect of which such cash proceeds were received (and in the case of any such commitment to apply such Net Cash Proceeds, such application shall be consummated within 180 days after the end of such 360-day period);; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv).

Appears in 1 contract

Sources: Credit Agreement (Salem Communications Corp /De/)

Mandatory. (i) Within five ~~(5)~~ Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall ~~cause to be prepaid the Term~~ prepay an aggregate principal amount of Loans ~~in an amount~~ equal to ~~(A)~~ 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements ~~and no payment of any Loans shall be required under this Section 2.05(b)(i) if~~ commencing with the ~~Total Leverage Ratio as of the last day of the~~ Borrower's 2004 fiscal ~~year covered by such financial statements is less than 4.5:1~~year. (ii) ~~(A)~~ If ~~(x) the Borrower~~ any Loan Party or any ~~Restricted Subsidiary~~ of its Subsidiaries Disposes of any property or assets (other than any Disposition of any of its capital stock or other Equity Interests or property or assets permitted by Section 7.05(a), (b), (c), (d) ~~(in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g),~~ or (h)~~, (i), (l), (n~~) ~~or (o)), or (y) any Casualty Event occurs,~~ which in the aggregate results in the realization ~~or receipt~~ by ~~the Borrower~~ any Loan Party or such ~~Restricted~~ Subsidiary of Net Cash ~~Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten~~ Proceeds (~~10) Business Days after~~ determined as of the date of ~~the realization or receipt of~~ such Disposition, provided such Net Cash Proceeds ~~Term~~ are then received by or paid for the account of any Loan Party or such Subsidiary) the Borrower shall prepay an aggregate principal amount of Loans ~~in an amount~~ equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Loan Party or such Subsidiary; provided, however, that (~~other than Excluded~~ 1) any Disposition (or series of related Dispositions) of property or assets of the Borrower or any of its Subsidiaries that results in the realization of Net Cash ~~Proceeds~~Proceeds in an amount equal to $50,000 or less, shall not be subject to the foregoing prepayment requirement; (2) ~~received~~any Net Cash Proceeds received by the Borrower on or before March 31, 2004 from the Disposition of the Michigan Cemetery Notes shall not be subject to the foregoing prepayment requirement; ~~provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A~~(3) with respect to any Net Cash Proceeds realized (x) under a Disposition described in this Section 2.05(b)(ii) or (y) from proceeds of insurance and condemnation awards described in Section 2.05(b)(v), so long as no Default shall have occurred and be continuing, the Borrower or applicable Subsidiary may, subject to the dollar limits set forth below, within 270 days following the receipt of such Net Cash Proceeds (A) reinvest all or any portion of such Net Cash Proceeds in operating assets or (B) enter into a definitive agreement for the reinvestment of such assets which agreement shall have been consummated within 360 days following receipt of such Net Cash Proceeds; (4) up to $10,000,000 of Net Cash Proceeds in the aggregate in any fiscal year but not to exceed $35,000,000 of Net Cash Proceeds in the aggregate realized under Dispositions described in this Section 2.05(b)(ii) (other than Net Cash Proceeds from the sale of Security Plan Life) may be reinvested in Capital Expenditures as set forth in Section 7.12 and shall be excluded from the prepayment requirements under this Section 2.05(b)(ii) to the extent reinvested in Capital Expenditures; and (5) Net Cash Proceeds from the sale of Security Plan Life in an amount not to exceed the lesser of $25,000,000 or 40% of such Net Cash Proceeds may be used solely to recapitalize Mayflower National. The Borrower shall have been deemed to have elected to reinvest all Net Cash Proceeds not falling within clauses (1), (2), (4) or (5) of this Section 2.05(b)(ii) in accordance with clause (3) of this Section 2.05(b)(ii) unless the Borrower notifies the Administrative Agent to the contrary in the next quarterly Compliance Certificate delivered Alderwoods Credit Agreement by the Borrower pursuant to Section 6.02(b) after the receipt of such Net Cash Proceeds, and each Compliance Certificate shall include (x) a list of all Net Cash Proceeds so reinvested during the previous fiscal quarter and (y) all definitive agreements for the reinvestment of such assets entered into by the Borrower or such Subsidiary during the previous fiscal quarter. (iii) Upon the sale by any Loan Party or any of its Subsidiaries of any of its capital stock or other Equity Interests, other than (A) the sale of capital stock or other Equity Interests of a Subsidiary of a Loan Party to any Loan Party or (B) the sale of capital stock or other Equity Interests of a non-Guarantor to a Subsidiary of a Loan Party that is a non-Guarantor (in each case, to the extent not prohibited by Sections 7.03, 7.05 and 7.06), the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Loan Party or such Subsidiary. (iv) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02(a), (b), or (c)), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Loan Party or such Subsidiary. (v) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Loan Party or such Subsidiary. (vi) Upon the sale of accounts receivable by the Borrower or any of its Subsidiaries pursuant to Section 7.05(h), the Borrower shall prepay an aggregate principal amount of the Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary and such prepayment shall be applied to the Term Facility and the Revolving Credit Facility on a pro rata basis; provided, however, that with respect to the Term Facility, such prepayments shall be applied first, to the principal repayment installments in the order of maturity for the next succeeding four fiscal quarters and second, to the extent (if any) in excess thereof, to the remaining principal repayment installments on a pro rata basis. (vii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall ~~have~~not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(vii) unless after the prepayment in full of the Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (viii) Each prepayment of Loans pursuant to this Section 2.05(b) (other than clause (vi)) shall be applied, ~~on or prior to such date~~first, ~~given written notice~~ to the ~~Administrative Agent~~ Term Facility and to the principal repayment installments thereof in order of ~~its intent~~ maturity for the next succeeding four fiscal quarters and to ~~reinvest~~ the extent (if any) in ~~accordance with~~ excess thereof, to the remaining principal repayment installments of such Term Alderwoods Credit Agreement Facility on a pro rata basis and second, to the Revolving Credit Facility in the manner set forth in clause (ix) of this Section ~~2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing~~2.05(b);.

Appears in 1 contract

Sources: Credit Agreement (Alderwoods Group Inc)

Mandatory. (i) ~~Within five~~ The Borrower shall, on the 90th day following the end of each Fiscal Year, prepay an aggregate principal amount of the Term Loan Advances comprising part of the same Term Loan Borrowings equal to 25% of the amount of Excess Cash Flow for such Fiscal Year. (5ii) The Borrower shall, within 3 Business Days ~~after financial statements have been delivered~~ of the date of receipt of the Net Cash Proceeds by the Borrower or any of its Restricted Subsidiaries from (A) the sale, lease, transfer or other disposition of any assets (other than payments of cash or Cash Equivalents) of the Borrower or any of its Restricted Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clauses (i) through (ix) of Section ~~6.01(a~~5.2(e)) ~~and the related Compliance Certificate has been delivered pursuant to Section 6.02(b),~~ (provided that the Borrower shall ~~cause~~ only be required, on the 180th day after the date of receipt of such Net Cash Proceeds, to ~~be prepaid~~ prepay the ~~Term Loans~~ Advances in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1. (ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds not reinvested in like-kind assets or fixed assets (which are used in or are useful to the business of the Borrower at such time) during such 180-day period), (B) the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Debt (except Debt incurred or issued pursuant to clauses (i) through (iv) and clauses (vi) through (xii) of Section 5.2(b)), (C) any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Restricted Subsidiaries and not otherwise included in clause (A) above, prepay an aggregate principal amount of the Term ~~Loans in an amount~~ Loan Advances comprising part of the same Term Loan Borrowings equal to 100% of ~~all~~ such Net Cash Proceeds; provided, however, that if such Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required~~ arise from the incurrence or issuance of Subordinated Debt pursuant to ~~this~~ Section ~~2.05(b)(ii)(A) with respect to such portion~~ 5.2(b)(v), only 50% of such Net Cash Proceeds ~~that~~ shall be required to be applied to the Term Loan Advances in accordance with this clause (b)(ii). (iii) The Borrower shall, on each Business Day, to the extent necessary, (A) first, prepay an aggregate principal amount of the Revolving Credit Advance, (B) second, cash collateralize Letters of Credit, and (C) third, prepay an aggregate principal amount of the Term Loan Advance, so that, after giving effect to such prepayments and cash collateralization, the Borrower ~~shall have~~is in compliance with the Net Asset Test on such Business Day. (iv) The Borrower shall, on ~~or prior to such date~~each Business Day, ~~given written notice~~ pay to the Administrative Agent for deposit in the L/C Collateral Account an amount sufficient to cause the aggregate amount on deposit in such Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day. (v) Prepayments made pursuant to clause (iii) or (iv) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full, third deposited in the L/C Collateral Account to cash collateralize 100% of the Available Amount of the Letters of Credit then outstanding and fourth, with respect to prepayments under clause (iii) only, once the Available Amounts of Letters of Credit have been fully cash collateralized, to prepay the Term Loan Advances. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Collateral Account, such funds shall be applied to reimburse the relevant Issuing Bank or Revolving Credit Lenders, as applicable. (vi) Anything contained in this Section 2.6(b) to the contrary notwithstanding, (A) if, following the occurrence of any "Asset Sale" (as such term is defined in any Indenture, if applicable) by any Loan Party or any of its ~~intent~~ Subsidiaries, the Borrower is required to ~~reinvest~~ commit by a particular date (a "Commitment Date") to apply or cause its Subsidiaries to apply an amount equal to any of the "Net Proceeds" (as such term is defined in ~~accordance~~ such Indenture, if applicable) thereof in a particular manner, or to apply by a particular date (an "Application Date") an amount equal to any such "Net Proceeds" in a particular manner, in either case in order to excuse the Borrower from being required to make an "Asset Sale Offer" (as such term is defined in such Indenture, if applicable) in connection with such "Asset Sale," and the Borrower shall have failed to so commit or to so apply an amount equal to such "Net Proceeds" at least 60 days before the applicable Commitment Date or Application Date, as the case may be, or (B) if the Borrower at any other time shall have failed to apply or commit or cause to be applied an amount equal to any such "Net Proceeds," and, within 60 days thereafter assuming no further application or commitment of an amount equal to such "Net Proceeds" the Borrower would otherwise be required to make an "Asset Sale Offer" in respect thereof, then in either such case the Borrower shall immediately apply or cause to be applied an amount equal to such "Net Proceeds" to the payment of the Advances in the manner set forth in Section ~~2.05(b)(ii)(B~~2.6(b)(ii) in such amounts as shall excuse the Borrower from making any such "Asset Sale Offer." (~~which notice may only~~ vii) All prepayments under this subsection (b) shall be ~~provided if no Event~~ made together with accrued interest to the date of ~~Default has occurred and is then continuing);~~such prepayment on the principal amount prepaid.

Appears in 1 contract

Sources: Credit Agreement (Amkor Technology Inc)

Appears in 1 contract

Sources: Amendment No. 2 (Lumexa Imaging Holdings, Inc.)

Mandatory. (i) Within five ~~(5)~~ Business Days after financial statements have been delivered pursuant to Section ~~6.01(a~~6.13(c) and the related Compliance Certificate has been delivered pursuant to Section ~~6.02(b~~6.13(d), the Borrower shall ~~cause to be prepaid the Term Loans in~~ prepay an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the aggregate principal amount of ~~such payments~~Loans equal to, ~~in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that~~ if the Total Leverage Ratio ~~as of the last day of the fiscal year covered by~~ for such ~~financial statements~~ Fiscal Year is (x) greater than or equal to 4.00:1.00, 50%, (y) less than ~~5.25:1~~4:00:1.00, ~~the Borrower shall make prepayments of Loans in an aggregate amount~~ but greater than or equal to 3:00:1.00, 25% or (z) less than 3:00:1.00, 0%, in each case, of Excess Cash Flow for the ~~fiscal year~~ Fiscal Year covered by such financial ~~statements and no payment of any Loans~~ statements, commencing with the Fiscal Year ended December 31, 2004; provided, that Excess Cash Flow for the Fiscal Year ended December 31, 2004 shall be ~~required under this Section 2.05(b)(i~~calculated on a pro forma basis as though (1) the Nu-Gro Acquisition had occurred on the first day of such Fiscal Year and (2) the UPG Acquisition had occurred on the Amendment and Restatement Closing Date; provided further that any calculation of Excess Cash Flow by the Borrower may contain customary currency translation estimates, and may further contain deductions in respect of withholding taxes that would be otherwise payable if such funds were repatriated to the ~~Total Leverage Ratio~~ United States as reasonably determined by a Responsible Officer of the ~~last day of the fiscal year covered by such financial statements is less than 4.5:1~~Borrower. (ii) ~~(A) If (x)~~ If, in each case, Holdings, the Borrower or any ~~Restricted Subsidiary~~ of their respective Subsidiaries Disposes of any property or assets in any single transaction or series of related transactions (other than any Disposition of any property or assets permitted by ~~Section 7.05(a~~clauses (a), (b), (c), (d~~) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~), (e), (gf), (h), (i), (lm), (n), (r) or (~~o)), or (y~~s) ~~any Casualty Event occurs,~~ of Section 7.04) which in the aggregate results in the ~~realization or~~ receipt by Holdings, the Borrower or such ~~Restricted~~ Subsidiary of Net Cash ~~Proceeds~~Proceeds in excess of $2,000,000 or receipt of condemnation or casualty proceeds in respect of any asset or property, the Borrower shall ~~cause to be prepaid on or prior to the date which is ten (10) Business Days after the date~~ prepay an aggregate principal amount of ~~the realization or receipt of such Net Cash Proceeds Term~~ Loans in an amount equal to 100% of all Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds) received~~received therefrom within two Business Days of receipt thereof by Holdings or such Subsidiary; ~~provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A)~~ provided, however, that, with respect to any Net Cash Proceeds received in respect of a Disposition or proceeds of insurance and condemnation awards described in this Section 2.05(b)(ii), at the option of the Borrower (as elected by the Borrower in writing to the Administrative Agent on or prior to the date of the receipt of such proceeds or awards), and so long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful in its business so long as (x) within 360 days after the receipt of such Net Cash Proceeds, such purchase or repair shall have been consummated or (y) if the Borrower or the relevant Subsidiary has entered into a definitive agreement within 360 days after its receipt of such Net Cash Proceeds to purchase or repair such assets within 180 days thereafter, within such 180 days after such receipt of Net Cash Proceeds (in each case, as certified by the Borrower in writing to the Administrative Agent); provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05; and provided still further that any Net Cash Proceeds received in connection with any Disposition of property or assets located outside the United States may contain deductions in respect of withholding taxes that would otherwise be payable if such funds were repatriated to the United States. (iii) Upon each Specified Equity Issuance, the Borrower shall prepay an aggregate principal amount of Loans in an amount equal to (x) if the Total Leverage Ratio for the most recent Measurement Period ending on or prior to the date of such sale is greater than or equal to 4.00:1.00, 50%, (y) if the Total Leverage Ratio for the Measurement Period ending on or prior to the date of such sale is less than 4.00:1.00 but greater than or equal to 3.00:1.00, 25% and (z) if the Total Leverage Ratio for the most recent Measurement Period ending on or prior to the date of such sale is less than 3.00:1.00, 0% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower (or after the occurrence of the Holding Company Event, Holdings). (iv) Upon the incurrence or issuance by Holdings, the Borrower or any of their respective Subsidiaries of (A) any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.02, and (B) any Permitted Subordinated Indebtedness permitted to be incurred pursuant to Section 7.02(a), to the extent not permitted to be retained by the Borrower thereunder, the Borrower shall prepay an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by Holdings, the Borrower or such Subsidiary. (v) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall ~~have~~not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (vi) Each prepayment of Loans (A) pursuant to clause (ii) of this Section 2.05(b) shall be applied, first, to the First Lien Term Facilities, ratably among the Dollar Term Facility and the Canadian Term Facility and (i) to the next four principal repayment installments of each such Facility in direct order of maturity and (ii) to the remaining principal repayment installments of each such Facility on a pro-rata basis based on the number of remaining installments and, second, to the Revolving Credit Facility (the amount of such prepayment of the Revolving Credit Facility, the “Reduction Amount”), in the manner set forth in clause (vii) of this Section 2.05(b), and thereafter, subject to Section 2.05(c) below, to the Second Lien Facility and (i) to next four principal repayment installments of the Second Lien Facility in direct order of maturity and (ii) to the remaining principal repayment installments of the Second Lien Facility on a pro-rata basis based on the number of remaining installments of the Second Lien Facility, and (B) pursuant to clauses (i), (iii), (iv) and (v) of this Section 2.05(b) shall be applied, first, to the First Lien Term Facilities, ratably among the Dollar Term Facility and the Canadian Term Facility and (i) to the next four principal repayment installments of each such Facility in direct order of maturity and (ii) to the remaining principal repayment installments of each such Facility on a pro-rata basis based on the number of remaining installments and, second, subject to Section 2.05(c) below, to the Second Lien Facility and (i) to next four principal repayment installments of the Second Lien Facility in direct order of maturity and (ii) to the remaining principal repayment installments of the Second Lien Facility on a pro-rata basis based on the number of remaining installments of the Second Lien Facility, and thereafter, to the Revolving Credit Facility, in the manner set forth in clause (vii) of this Section 2.05(b); and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. (vii) The Revolving Credit Facility shall be permanently reduced by the Reduction Amount on the date of the applicable prepayment and such prepayment shall be, first, applied to prepay L/C Borrowings outstanding at such time until all such L/C Borrowings are paid in full, second, applied to prepay Swing Line Loans outstanding at such time until all such Swing Line Loans are paid in full, third, applied to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full and, fourth, used to Cash Collateralize the L/C Obligations; and, thereafter, the amount remaining, if any, after the prepayment in full of all Loans and L/C Borrowings outstanding at such time and the L/C Obligations have been Cash Collateralized in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit which has been Cash Collateralized, such funds shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. (viii) Notwithstanding any of the other provisions of Section 2.05(b)(i) through (vii), the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of any Interest Period pertaining to Loans being prepaid, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b). (ix) Anything contained in this Section 2.05(b) to the contrary notwithstanding, (A) if, following the occurrence of any Disposition by any Loan Party or any of its Subsidiaries, the Borrower is required to commit by a particular date (a “Commitment Date”) to apply or cause its Subsidiaries to apply an amount equal to any of the proceeds thereof in a particular manner, or to apply by a particular date (an “Application Date”) an amount equal to any such proceeds in a particular manner, in either case in order to excuse the Borrower from being required to make an offer to the holders of any other debt or equity securities of the Borrower (an “Asset Sale Offer”) in connection with such Disposition, and the Borrower shall have failed to so commit or to so apply an amount equal to such proceeds on or prior to the applicable Commitment Date or Application Date, as the case may be, or (B) if the Borrower at any other time shall have failed to apply or commit or cause to be applied an amount equal to any such ~~date~~proceeds, ~~given written notice~~ and, assuming no further application or commitment of an amount equal to such proceeds the Borrower would otherwise be required to make an Asset Sale Offer in respect thereof, then in either such case the Borrower shall immediately pay or cause to be paid to the Administrative Agent on or prior to the date on which the Borrower would be required to make an Asset Sale Offer an amount equal to such proceeds to be applied to the payment of ~~its intent~~ the Loans and L/C Borrowings and to ~~reinvest~~ Cash Collateralize the L/C Obligations in ~~accordance with~~ the manner set forth in Section ~~2.05(b)(ii)(B~~2.05(b) ~~(which notice may only be provided if no Event of Default has occurred and is then continuing);~~in such amounts as shall excuse the Borrower from making any such Asset Sale Offer.

Appears in 1 contract

Sources: Credit Agreement (United Industries Corp)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the ~~Borrower~~ Company shall cause to be prepaid ~~the~~ an aggregate Dollar Amount of Term Loans in an amount equal to ~~(A)~~ 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended ~~December 31~~November 30, ~~2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such~~ 2004, which fiscal year ~~and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to~~ shall be for the ~~extent~~ period from the ~~Revolving Credit Commitments are permanently reduced by the amount of such payments~~Closing Date through November 30, ~~in the case of each of the immediately preceding clauses (i) and (ii~~2004)~~, to the extent such prepayments are not funded with the proceeds of Indebtedness~~; provided that such percentage shall be reduced to (x) 25% if the ~~Total~~ Leverage Ratio as of the last day of the immediately preceding four fiscal ~~year covered by such financial statements is~~ quarters was less than ~~5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25~~4.0:1 and (y) 0% ~~of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i)~~ if the ~~Total~~ Leverage Ratio as of the last day of the immediately preceding four fiscal ~~year covered by such financial statements is~~ quarters was less than ~~4.5:1~~3.5:1. (ii) (A) If (x) Holdings, the ~~Borrower~~ Company or any of its Restricted ~~Subsidiary~~ Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (~~in the case of clause (d)(i)~~ to the extent constituting a Disposition by any Restricted Subsidiary that is not a Loan Party to a Loan Party), (e), (g), (h), (i), ~~(l), (n)~~ or (oj)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the ~~Borrower~~ Company or such Restricted Subsidiary of Net Cash Proceeds, in excess of $1,000,000 in any fiscal year, the ~~Borrower~~ Company shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate Dollar Amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) ~~with respect to such portion of such Net Cash Proceeds that the Borrower shall have~~if, on or prior to such date, the Company shall have given written notice to the Administrative Agent of its ~~intent~~ intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) (which ~~notice~~ election may only be ~~provided~~ made if no Event of Default has occurred and is then continuing);

Appears in 1 contract

Sources: Credit Agreement (LEM America, Inc)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), ~~the Borrower~~ Dollarama shall cause to be prepaid ~~the~~ an aggregate principal amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended ~~December~~ January 31, ~~2007~~2006) minus (B) ~~the sum of (i) all~~ any voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtednessyear; provided that such percentage shall be reduced to (x) 25% if the ~~Total~~ Consolidated Adjusted Leverage Ratio as of the last day of the immediately preceding fiscal year ~~covered by such financial statements is~~ was less than ~~5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal~~ 5.00:1 and (y) to 250% ~~of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i)~~ if the ~~Total~~ Consolidated Adjusted Leverage Ratio as of the last day of the immediately preceding fiscal year ~~covered by such financial statements is~~ was less than ~~4.5:1~~4.00:1. (ii) (A) If (x) ~~the~~ Holdings, any Borrower or any of their respective Restricted ~~Subsidiary~~ Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (~~in the case of clause (d)(i)~~ to the extent constituting a Disposition by any Restricted Subsidiary that is not a Loan Party to a Loan Party), (e), (f) (to the extent the property subject to the sale-leaseback transaction is acquired by such Borrower or any Restricted Subsidiary after the Closing Date and such sale-leaseback transaction is effected within two hundred and seventy (270) days after such acquisition thereof), (g), (h), (i), (lj), (nl) or (on)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by ~~the~~ Holdings, such Borrower or such Restricted Subsidiary of Net Cash Proceeds, ~~the~~ such Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash ~~Proceeds~~ Proceeds, the Term Loans in an amount equal to 100% of all Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) ~~with respect to such portion of such Net Cash Proceeds that the Borrower shall have~~if, on or prior to such date, the applicable Borrower shall have given written notice to the Administrative Agent of its ~~intent~~ intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) (which ~~notice~~ election may only be ~~provided~~ made if no Event of Default has occurred and is then continuing);

Appears in 1 contract

Sources: Credit Agreement (Dollarama CORP)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b) (or, in the case of the prepayment with respect to Excess Cash Flow for the fiscal year ended December 31, 2012, on or prior to March 1, 2013), the Borrower shall cause to be prepaid the Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1. (ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term Loans in an amount equal to 100% of all Net Cash Proceeds received (other than Excluded Net Cash Proceeds~~) received~~); provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to ~~such~~ any portion of any such Net Cash Proceeds described in or subject to this Section 2.05(b)(ii)(A) that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);

Appears in 1 contract

Sources: Credit Agreement (West Corp)

Mandatory. (i) ~~Within five~~ The Borrower shall on the date of receipt of the Net Cash Proceeds by the Borrower or any of its Restricted Subsidiaries from (5A) ~~Business Days after financial statements have been delivered~~ the sale, lease, transfer or other disposition of any assets of the Borrower or any of its Restricted Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clause (i) or (ii) of Section ~~6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b~~5.02(e)), (B) the incurrence or issuance by the Borrower ~~shall cause~~ or any of its Restricted Subsidiaries of any Debt (other than any Debt permitted by Section 5.02(b)), and (C) any Extraordinary Receipt received by or paid to ~~be prepaid~~ or for the ~~Term Loans~~ account of the Borrower or any of its Restricted Subsidiaries and not otherwise included in clause (A) or (B) above, prepay an aggregate principal amount of the Advances comprising part of the same Borrowing in an amount equal to the amount of such Net Cash Proceeds. Each such prepayment shall be applied ratably first to each of the Term Facilities on a pro rata basis and to the installments thereof on a pro rata basis and second to the Revolving Credit Facility as set forth in clause (v) below. (ii) The Borrower shall, on the 90th day following the end of each Fiscal Year, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to the excess of (A) 50% of Excess Cash Flow over (B) the aggregate principal amount of all optional prepayments of Term Advances made during such Fiscal Year under Section 2.06(a), until such time as the Leverage Ratio is less than 2.0:1 and, thereafter, so long as no Default shall have occurred and be continuing, 0% of Excess Cash Flow. For the purposes of this Section 2.06(b)(ii) only, ~~if any,~~ Excess Cash Flow for the ~~fiscal year covered by such financial statements (commencing with the fiscal~~ year ended December 31, ~~2007) minus (B)~~ 2000 shall be calculated for the ~~sum~~ period from the Closing Date through December 31, 2000. Each such prepayment shall be applied ratably first to each of ~~(i) all voluntary prepayments of~~ the Term ~~Loans during such fiscal year~~ Facilities on a pro rata basis and ~~(ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year~~ to the ~~extent~~ installments thereof on a pro rata basis and second to the Revolving Credit ~~Commitments are permanently reduced by the amount of such payments,~~ Facility as set forth in ~~the case of each of the immediately preceding clauses~~ clause (iv) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1below. (iiiii) ~~(A) If (x)~~ The Borrower shall, on each Business Day, prepay an aggregate principal amount of the ~~Borrower or any Restricted Subsidiary Disposes~~ Revolving Credit Advances comprising part of ~~any property or assets (other than any Disposition~~ the same Revolving Credit Borrowings and the Letter of ~~any property or assets permitted by Section 7.05(a), (b), (c), (d) (~~Credit Advances and deposit an amount in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term Loans L/C Collateral Account in an amount equal to ~~100%~~ the amount by which (A) the sum of the aggregate principal amount of (x) the Revolving Credit Advances and (y) the Letter of Credit Advances then outstanding plus the aggregate Available Amount of all ~~Net Cash Proceeds~~ Letters of Credit then outstanding exceeds (~~other than Excluded Net Cash Proceeds~~B) ~~received; provided that no~~ the Revolving Credit Facility on such ~~prepayment shall be required pursuant to this Section 2.05(b)(ii)(A~~Business Day. (iv) ~~with respect to such portion of such Net Cash Proceeds that the~~ The Borrower ~~shall have~~shall, on ~~or prior to such date~~each Business Day, ~~given written notice~~ pay to the Administrative Agent for deposit in the L/C Collateral Account an amount sufficient to cause the aggregate amount on deposit in such Account to equal the amount by which the aggregate Available Amount of ~~its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event~~ all Letters of ~~Default has occurred and is~~ Credit then ~~continuing);~~outstanding exceeds the Letter of Credit Facility on such Business Day.

Appears in 1 contract

Sources: Credit Agreement (Key3media Group Inc)

Mandatory. (i) Within five ~~(5)~~ Business Days after financial statements have been (or are required to be) delivered pursuant to Section 6.01(a) for the fiscal year ended December 31, 2014 and each fiscal year thereafter and the related Compliance Certificate has been (or is required to be) delivered pursuant to Section 6.02(b), the Borrower shall ~~cause to be prepaid the Term~~ prepay an aggregate principal amount of Loans ~~in an amount~~ equal to the excess (if any) of (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) and no an amount equal to the discounted amount actually paid by the Borrower in respect of the principal amount of Term Loans voluntarily prepaid pursuant to Section 2.05(a)(iv) during the applicable fiscal year or during the period after such year-end but before the Excess Cash Flow payment is due and made so long as (i) such prepayment is not deducted in the following fiscal year and (ii) such prepayment is financed with Internally Generated Cash; provided the percentage of Excess Cash Flow required to be applied in any ~~Loans shall~~ given fiscal year as a prepayment will be ~~required under this Section 2.05(b)(i~~subject to (1) a step-down to 25% if the ~~Total~~ Borrower’s Consolidated Leverage Ratio is less than or equal to 3.25:1:0 as of the ~~last day~~ end of ~~the~~ such fiscal year ~~covered by such financial statements~~ and (2) a step-down to 0% if the Borrower’s Consolidated Leverage Ratio is less than ~~4.5:1~~or equal to 2.75:1:0 as of the end of such fiscal year. (ii~~) (A~~) If (x) the Borrower or any ~~Restricted Subsidiary~~ of its Subsidiaries Disposes of any property ~~or assets~~ (other than any Disposition of any property ~~or assets~~ permitted by Section 7.05(a), (b), (c), (d~~) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~), (e,), (f), (g), (h), (i), (lj), (k), (m) and (n) ~~or (o~~provided that the exclusion for Section 7.05(k) shall only apply to the first $35,000,000 of Net Cash Proceeds received by the Borrower after the Closing Date from Dispositions of property pursuant to such Section and all Net Cash Proceeds in excess of such amount shall be applied as set forth in this Section 2.05(b)(ii)), ) or (y) any Casualty Event ~~occurs,~~ occurs which ~~in the aggregate~~ results in the realization ~~or receipt~~ by ~~the Borrower or~~ such ~~Restricted Subsidiary~~ Person of Net Cash ~~Proceeds~~Proceeds in excess of $5,000,000 for any occurrence, the Borrower shall ~~cause~~ prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within five Business Days of receipt thereof by such Person (such prepayments to be ~~prepaid~~ applied as set forth in clauses (v) and (viii) below); provided, however, that, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date ~~which~~ such prepayment is ~~ten (10) Business Days~~ required to be made), and so long as no Default or Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets of the Borrower or its Subsidiaries so long as within 365 days after the ~~date of the realization or~~ receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a binding agreement to reinvest shall have been entered into within such 365 day period and such reinvestment shall have been made within 455 days after receipt of such Net Cash Proceeds) (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). (iii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Specified Prepayment Debt, Credit Agreement Refinancing Indebtedness or other Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans (or, in the case of Specified Prepayment Debt and Credit Agreement Refinancing Indebtedness, the Term Loans ~~in an amount~~ being refinanced) equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below). (iv) [Reserved]. (v) Except as may otherwise be set forth in any Refinancing Amendment, Term Extension Request or any Additional Facility Joinder Agreement and subject to Section 2.05(b)(ix), each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied ratably to each of the Term B Facility and the Term C Facility and to the principal repayment installments thereof in direct order of maturity; provided that any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Term Debt. (vi) Notwithstanding any of the other provisions of clause (ii), (iii) or (iv) of this Section 2.05(b), so long as no Default under Section 8.01(a) or Section 8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (ii), (iii) or (iv) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $5,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under any such clause (ii), (iii) or (iv) of this Section 2.05(b) to be applied to prepay Loans exceeds $5,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.05(b). Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (vi)) but which have not previously been so applied. (vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than ~~Excluded Net Cash Proceeds~~the L/C Borrowings) ~~received; provided that no~~ in an aggregate amount equal to such ~~prepayment shall be required~~ excess in accordance with Section 2.05(b)(viii). (viii) Prepayments of the Revolving Credit Facility made pursuant to this Section ~~2.05(b)(ii)(A~~2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii) or (iv) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(i). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. (ix) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to this Section 2.05(b) at least five (5) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term Lender of the contents of any such prepayment notice and of such Term Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the Term Facilities). Any Term Lender (a “Declining Term Lender”) may elect, by delivering, not less than three (3) Business Days prior to the proposed prepayment date, a written notice, that any mandatory prepayment (other than any mandatory prepayment with the proceeds of any Specified Prepayment Debt and any Credit Agreement Refinancing Indebtedness) otherwise required to be made with respect to the Term Loans held by such Term Lender pursuant to this Section 2.05(b) not be made (the aggregate amount of such prepayments declined by the Declining Term Lenders, the “Declined Prepayment Amount”). Any Declining Term Lender may elect, by delivering, not less than one (1) Business Day prior to the proposed prepayment date, a written notice, that such Lender’s ratable portion of such ~~Net Cash Proceeds that~~ Declined Prepayment Amount not be applied to repay such Lender’s Term Loans, in which case the portion of such Declined Prepayment Amount which would otherwise have been applied to such Term Loans of the Declining Term Lenders shall instead be retained by the Borrower ~~shall have, on or prior to such date, given written notice~~ and may be used pursuant to the ~~Administrative Agent~~ Available Amount. For the avoidance of doubt, the Borrower may, at its ~~intent~~ option, apply any amounts retained in accordance with this subclause (ix) to ~~reinvest~~ prepay loans in accordance with Section ~~2.05(b)(ii)(B~~2.05(a) ~~(which notice may only be provided if no Event of Default has occurred and is then continuing);~~above.

Appears in 1 contract

Sources: Credit Agreement (Gentiva Health Services Inc)

Mandatory. (i) Within five ~~(5)~~ Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b)) (commencing with the financial statements and certificate in respect of the fiscal year ending September 30, 2009) and provided that the Consolidated Leverage Ratio as set forth in such Compliance Certificate is 2.50 to 1.00 or greater, the Borrower shall ~~cause to be prepaid the Term~~ prepay an aggregate principal amount of Loans ~~in an amount~~ equal to the excess (if any) of (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) (such prepayments to be applied as set forth in clauses (v) and ~~no payment of any Loans shall be required under this Section 2.05(b)(i~~(viii) ~~if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1~~below). (ii) ~~(A)~~ If ~~(x)~~ the Borrower or any ~~Restricted Subsidiary~~ of its Subsidiaries Disposes of any property ~~or assets~~ (other than any Disposition of any property ~~or assets~~ permitted by Section ~~7.05(a), (b~~7.05(b), (c), (d~~) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~), (e~~), (g), (h),~~ ) or (i)~~, (l), (n~~) ~~or (o)), or (y) any Casualty Event occurs,~~ which ~~in the aggregate~~ results in the realization ~~or receipt~~ by ~~the Borrower or~~ such ~~Restricted Subsidiary~~ Person of Net Cash Proceeds, the Borrower shall ~~cause~~ prepay an aggregate principal amount of Loans equal to ~~be prepaid on or prior to the date which is ten (10)~~ 100% of such Net Cash Proceeds promptly, but in any event within five Business Days after the later of (A) receipt thereof by such Person and (B) the expiration of the 30 day period provided below (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent not more than 30 days after the date of such Disposition), and so long as no Default shall have occurred and be continuing, the ~~realization~~ Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 12 months after the receipt of such Net Cash Proceeds ~~Term~~ such reinvestment shall have been completed; provided, further, however, that with respect to Dispositions pursuant to Section 7.05(h), (x) the Borrower or such Subsidiary may only reinvest up to 50% of such Net Cash Proceeds which do not in the aggregate for all Dispositions under such Section exceed 5% of the Borrower’s Consolidated Total Assets as of the end of the immediately preceding fiscal quarter; and (y) the remaining 50% of such Net Cash Proceeds and any Net Cash Proceeds not so reinvested and 100% of such Net Cash Proceeds for Dispositions under such Section in excess of 5% of the Borrower’s Consolidated Total Assets as of the end of the immediately preceding fiscal quarter shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). (iii) (A) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02 except for Indebtedness incurred under Section 7.02(j) in excess of the first $250,000,000 incurred thereunder, as to which this Section 2.05(b)(iii) shall apply to such amounts in excess of $250,000,000), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall havereceived therefrom promptly, ~~on or prior to such date~~but in any event within five Business Days, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);after receipt

Appears in 1 contract

Sources: Credit Agreement (Ashland Inc.)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section ~~6.02(b~~6.02(a), the Borrower shall ~~cause~~ offer to ~~be prepaid the~~ prepay, subject to clauses (b)(vii) and (b)(viii) of this Section 2.05, an aggregate principal amount of Term Loans ~~in an amount~~ (on a pro rata basis) equal to (A) 5075% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, ~~2007~~2012) minus (B) the sum of (iI) all voluntary prepayments of Term Loans pursuant to Section 2.05(a)(i) made during such fiscal year or during the fiscal year in which the payment required by this Section 2.05(b)(i) is to be made and prior to the date on which such payment is required to be made (and in each case not deducted in determining any payment required to be made pursuant to this Section 2.05(b)(i) in any prior fiscal year) and (iiII) all voluntary prepayments of Revolving Credit Loans pursuant to Section 2.05(a)(i) made during such fiscal year or during the fiscal year in which the payment required by this Section 2.05(b)(i) is to be made and prior to the date on which such payment is required to be made (and in each case not deducted in determining any payment required to be made pursuant to this Section 2.05(b)(i) in any prior fiscal year) to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (iI) and (iiII), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that (x) the ECF Percentage shall be 50% if the ~~Total~~ Senior Secured Leverage Ratio ~~as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow~~ for the fiscal year covered by such financial statements ~~and no payment of any Loans~~ was less than or equal to 2.50 to 1.0 but greater than 1.50 to 1.0, (y) the ECF Percentage shall be ~~required under this Section 2.05(b)(i)~~ 25% if the ~~Total~~ Senior Secured Leverage Ratio ~~as of the last day of~~ for the fiscal year covered by such financial statements is was less than ~~4.5:1~~or equal to 1.50 to 1.0 but greater than 1.00 to 1.0 and (z) the ECF Percentage shall be 0% if the Senior Secured Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 1.00 to 1.0. (ii) (A) If (x) Holdings, the Borrower or any of the Restricted ~~Subsidiary~~ Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (~~in the case of clause (d)(i)~~ to the extent constituting a Disposition by ~~any~~ a Restricted Subsidiary to that is not a Loan ~~Party~~Party or a Disposition to the Borrower or a Restricted Subsidiary that is a Guarantor), (e), (g), (h), (ik), (l), (m), (n), (o), (p) or (oq)), ) or (y) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization or receipt by Holdings, the Borrower or ~~such~~ any Restricted Subsidiary of Net Cash Proceeds, the Borrower shall ~~cause~~ offer to ~~be prepaid~~ prepay on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash ~~Proceeds~~ Proceeds, subject to clauses (b)(vii) and (b)(viii) of this Section 2.05, an aggregate principal amount of Term Loans ~~in an amount~~ (on a pro rata basis) equal to 100% of all Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds)~~ realized or received; provided that, if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase Permitted Secured Debt that is secured on a pari passu basis with the Obligations (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Secured Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness) to the prepayment of the Loans and to the repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii)(A) shall be reduced accordingly; provided further, that except as provided in Section 7.05(j)(iii), no ~~such~~ prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B~~) (which notice may only be provided if no Event of Default has occurred and is then continuing~~);.

Appears in 1 contract

Sources: Credit Agreement (Primedia Inc)

Mandatory. (i) ~~Within~~ No later than the earlier of (x) one hundred five (5105) ~~Business Days~~ days after the end of each fiscal year of Holdings, commencing with the fiscal year ending on December 31, 2011, and (y) the date on which the financial statements with respect to such fiscal year have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause outstanding Loans to be prepaid ~~the Term Loans~~ in an amount equal to (A) ~~50%~~ the Applicable ECF Percentage of Excess Cash Flow, if any, for such fiscal year (or, in the case of the fiscal year ~~covered by such financial statements (commencing with the fiscal year ended~~ ending on December 31, ~~2007~~2011, for the period from July 1, 2011 through December 31, 2011) minus (B) the sum of (iI) ~~all~~ the aggregate amount of voluntary prepayments of ~~Term~~ Loans ~~during such fiscal year and (ii~~made pursuant to Section 2.03(a) ~~all voluntary prepayments of Revolving Credit Loans~~ during such fiscal year to the extent made with internally generated funds and (II) the ~~Revolving Credit Commitments are permanently reduced by the~~ aggregate amount of voluntary prepayments of First Lien Loans made pursuant to the First Lien Credit Agreement during such ~~payments~~fiscal year to the extent made with internally generated funds (but, in the case of ~~each~~ a voluntary prepayment of ~~the immediately preceding clauses (i) and (ii)~~First Lien Revolving Loans, only to the extent ~~such prepayments are not funded with~~ accompanied by a corresponding permanent commitment reduction to the ~~proceeds of Indebtedness~~First Lien Revolving Credit Facility); ~~provided~~ provided, that if on the ~~Total Leverage Ratio~~ date of any mandatory prepayment required by this Section 2.03(b)(i) the Borrower maintains Manager Reserves, the amount of any such mandatory prepayment otherwise required by this Section 2.03(b)(i) shall be reduced to the extent necessary such that, after giving effect thereto, the Liquidity as of ~~the last day~~ such date of prepayment shall not be less than Manager Reserves on such date; provided, however, that if any prepayment is not required to be made by operation of the ~~fiscal year covered by such financial statements is less than 5.25:1~~preceding proviso and at any time thereafter the Liquidity shall exceed the amount of the Manager Reserves, the Borrower shall ~~make prepayments of~~ cause outstanding Loans to be prepaid in an ~~aggregate~~ amount equal to ~~25%~~ the lesser of ~~Excess Cash Flow for~~ (x) such excess at such time and (y) the ~~fiscal year covered by such financial statements and no payment~~ remainder of ~~any Loans shall be required~~ (i) the aggregate amount of mandatory prepayments under this Section ~~2.05(b)(i~~2.03(b)(i) ~~if the Total Leverage Ratio as~~ reduced by operation of the ~~last day of the fiscal year covered by such financial statements is~~ preceding proviso less ~~than 4.5:1.~~ (ii) the aggregate amount of mandatory prepayments made pursuant to this further proviso. (A) If (x) ~~the Borrower~~ Holdings or any ~~Restricted~~ Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (~~in the case of clause (d)(i)~~ to the extent constituting a Disposition by any ~~Restricted~~ Subsidiary Guarantor to a Loan Party), (e), (f), (g), (h~~), (i), (l), (n~~) or (~~o)),~~ i) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by ~~the Borrower~~ Holdings or such ~~Restricted~~ Subsidiary of Net Cash Proceeds, the Borrower shall cause outstanding Loans to be prepaid (or, to the extent provided in Section 2.03(b)(vi)(B), offered to be prepaid) on or prior to the date which is ~~ten~~ three (103) Business Days after the date of the realization or receipt of such Net Cash Proceeds ~~Term Loans~~ in an amount equal to 100% of all Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided ~~that~~ that, no such prepayment (or Offer to Prepay) shall be required pursuant to this Section ~~2.05(b)(ii)(A~~2.03(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on within two (2) Business Days of such date of realization or ~~prior to such date~~receipt, given written notice to the Administrative Agent of its intent to reinvest or use such Net Cash Proceeds in accordance with Section ~~2.05(b)(ii)(B~~2.03(b)(ii)(B) or (C), as the case may be (which notice may only be provided if no Default or Event of Default has occurred and is then continuing);. (B) With respect to up to $3,000,000 of Net Cash Proceeds in the aggregate during any fiscal year realized or received with respect to Dispositions by Holdings or any of the Subsidiaries (other than any Disposition specifically excluded from the application of Section 2.03(b)(ii)(A)), the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets (other than working capital) useful for its business within twelve (12) months following receipt of such Net Cash Proceeds; provided that (i) so long as a Default or Event of Default shall have occurred and be continuing, the Borrower shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Default or Event of Default is continuing) and (ii) if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election or if any Net Cash Proceeds are not reinvested by the expiration of the relevant time period set forth above, an amount equal to any such Net Cash Proceeds shall be applied to the prepayment of (or shall be subject to an Offer to Prepay) outstanding Loans as set forth in this Section 2.03 within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested or the expiration of such time period. (C) With respect to any Net Cash Proceeds realized or received with respect to any Casualty Event, the Borrower may use all or any portion of such Net Cash Proceeds to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within (x) fifteen (15) months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to use such Net Cash Proceeds before the expiration of the fifteen (15) month period referred to in preceding clause (x), within ninety (90) days after the end of such fifteen (15) month period; provided that (i) the amount of such Net Cash Proceeds, together with other cash available to the Borrower and permitted to be spent by it on Capital Expenditures during the relevant period pursuant to Section 7.16, equals at least 100% of the estimated cost of replacement or restoration of the properties or assets in respect of which such Net Cash Proceeds were paid as determined by the Borrower and as supported by such estimates or bids from contractors or subcontractors or such other supporting information as the Administrative Agent may reasonably request, (ii) the Borrower has delivered to the Administrative Agent a certificate on or prior to the date of the required prepayment stating that such Net Cash Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within (x) fifteen (15) months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds before the expiration of the fifteen (15) month period referred to in the preceding clause (x), within ninety (90) days after the end of such fifteen (15) month period (which certificate shall set forth the estimates of the Net Cash Proceeds to be so expended) and also certifying the Borrower’s determination as required by preceding clause (i) and certifying the sufficiency of business interruption insurance as required by succeeding clause (iii), (iii) the Borrower has delivered to the Administrative Agent such evidence as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent establishing that the Borrower has sufficient business interruption insurance and that the Borrower will receive payments thereunder in such amounts and at such times as are necessary, together with other funds the Borrower expects to be reasonably available to it, to satisfy all obligations and expenses of the Borrower (including, without limitation, all debt service requirements, including pursuant to this Agreement and the First Lien Credit Agreement), without any delay or extension thereof, for the period from the date of the respective casualty, condemnation or other event giving rise to the Casualty Event and continuing through the completion of the replacement or restoration of respective properties or assets, and (iv) the entire amount of the Net Cash Proceeds of such Casualty Event shall be deposited with the Administrative Agent pursuant to cash collateral arrangements reasonably satisfactory to the Borrower and the Administrative Agent whereupon such Net Cash Proceeds shall be disbursed at the direction of 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 (pursuant to such certification requirements as may be reasonably established by the Administrative Agent), it being understood and agreed that at any time while an Event of Default has occurred and is continuing, the Required Lenders may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Borrower to, follow said directions) to apply any or all proceeds then on deposit in such cash collateral account to the repayment of Obligations hereunder; provided, further, that (i) the aggregate amount applied to replace or rebuild assets of the Borrower and the Subsidiaries (other than assets consisting of casino space and assets therein) shall not exceed $37,500,000 with respect to any Casualty Event, (ii) so long as a Default or an Event of Default shall have occurred and be continuing, the Borrower shall not be permitted to so use any such Net Cash Proceeds (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Default or Event of Default is continuing) and (iii) if any Net Cash Proceeds are no longer intended to be or cannot be so used at any time after delivery of a notice of election to replace or restore or if any Net Cash Proceeds are not so used by the expiration of the relevant time periods set forth above, an amount equal to any such Net Cash Proceeds shall be applied to the prepayment of outstanding Loans as set forth in this Section 2.03 within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so used or the expiration of such time periods. (iii) If Holdings or any Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall cause outstanding Loans to be prepaid (or, to the extent provided in Section 2.03(b)(vi)(B), offered to be prepaid) in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is two (2) Business Days after the receipt of such Net Cash Proceeds. (iv) If Holdings or any Subsidiary receives any cash proceeds from any capital contribution or any sale or issuance of its Equity Interests (including any Permitted Equity Issuance pursuant to Section 8.04, but excluding (A) issuances of Equity Interests to the Borrower or any Subsidiary by any Subsidiary of the Borrower, (B) any capital contribution to any Subsidiary of the Borrower made by the Borrower or any other Subsidiary, and (C) any capital contribution by Parent or any Subsidiary of Parent that is the direct parent company of Holdings to Holdings, or any sale or issuance of Qualified Equity Interests by Holdings to Parent or any Subsidiary of Parent that is the direct parent company of Holdings, the Net Cash Proceeds of which are promptly used (x) by Holdings to make a capital contribution to the Borrower and (y) concurrently thereafter by the Borrower (after delivery of written notice to the Administrative Agent of such intention) to make an Investment pursuant to Section 7.02(m), a prepayment of First Lien Term Loans pursuant to the First Lien Credit Agreement or Capital Expenditure pursuant to Section 7.16(c)), the Borrower shall cause outstanding Loans to be prepaid (or, to the extent provided in Section 2.03(b)(vi)(B), offered to be prepaid) in an amount equal to 50% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds. (v) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment (or, to the extent provided in Section 2.03(b)(vi)(B), any mandatory Offer to Prepay) required to be made pursuant to Section 2.03(b)(i), (ii), (iii) or (iv) at least two (2) Business Days prior to the date of such prepayment (or offer of prepayment) (or no later than the date of such prepayment (or offer of prepayment) in the case of Section 2.03(b)(iii)). Each such notice shall specify the date of such prepayment (or offer of prepayment) and provide a reasonably detailed calculation of the amount of such prepayment (or offer of prepayment). The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s notice and of such Lender’s Pro Rata Share of the prepayment (or offer of prepayment). (vi) (A) Except to the extent set forth in Section 2.09(b)(vi)(B), each repayment of Loans pursuant to this Section 2.03(b)(A) shall be applied to the outstanding principal amount of the Loans and shall be paid to the Administrative Agent for distribution to the Lenders in accordance with their respective Pro Rata Shares. Each repayment of a Eurodollar Loan pursuant to this Section 2.03(b)(A) shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05.

Appears in 1 contract

Sources: Second Lien Credit Agreement (Station Casinos LLC)

Mandatory. ~~(i)~~ Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section ~~6.02(b~~6.02(a), the Borrower ~~shall cause~~ shall, subject to ~~be prepaid the Term~~ clause (b)(v) of this Section 2.03, prepay an aggregate principal amount of Loans ~~in an amount~~ equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash ~~Flow, if any,~~ Flow in excess of $1,000,000 for the fiscal year covered by such financial statements (commencing with the fiscal year ended ~~December 31~~September 30, ~~2007~~2017) (each such fiscal year period, an “ECF Period”) minus (B) the sum of ~~(i)~~ all voluntary prepayments of ~~Term~~ or purchases of (x) Loans ~~during~~ made pursuant to Sections 2.05(a)(i), 2.05(a)(iv) and 10.07(h) (in an amount, in the case of prepayments or purchases pursuant to Section 2.05(a)(iv) and 10.07(h), equal to the discounted amount actually paid in respect of the principal amount of such ~~fiscal year~~ Loans and only to the extent that such Loans have been cancelled), (y) Permitted Additional Pari Debt and Credit Agreement Refinancing Indebtedness to the extent secured in whole or in part on a pari passu basis with the Loans under this Agreement (but without regard to the control of remedies) and (z) loans under the ABL Facility (including any Revolving Commitment Increase) and loans under any other revolving facility that is secured, in whole or in part, on a pari passu basis with the Loans under this Agreement (but without regard to the control of remedies) (in each case of this clause (iii) (and with respect to any revolving facility under clause (ii) ~~all voluntary prepayments of Revolving Credit Loans during such fiscal year~~ above), to the extent accompanied by a permanent reduction in the ~~Revolving Credit Commitments are permanently reduced by~~ corresponding commitments under the ~~amount of such payments~~ABL Facility or other revolving commitments, as applicable), in the case of each of the immediately preceding clauses (ix), (y) and (iiz), made during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.03(b)(i) for any prior fiscal year) or after the fiscal year-end but prior to the date a prepayment pursuant to this Section 2.03(b)(i) is required to be made in respect of such fiscal year (any such payment made after the fiscal year-end, an “After Year-End Payment”) and in each case to the extent such prepayments are not funded with the proceeds of ~~Indebtedness~~Indebtedness (other than any Indebtedness under the ABL Facility or any other revolving credit facilities) or any Cure Amount (as defined in the ABL Facility Documentation); provided that (x) the ECF Percentage shall be 25% if the ~~Total~~ Secured Net Leverage Ratio as of the last day of the ~~fiscal year~~ most recently ended Test Period covered by such financial statements is was less than ~~5.25:1,~~ 3.50 to 1.00 and greater than 3.00 to 1.00 and (y) the ~~Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans~~ ECF Percentage shall be ~~required under this Section 2.05(b)(i)~~ 0% if the ~~Total~~ Secured Net Leverage Ratio as of the last day of the ~~fiscal year~~ most recently ended Test Period covered by such financial statements is was less than ~~4.5:1.~~ 3.00 to 1.00; provided, further, that (A) following the making of any After Year-End Payment, (i) the Secured Net Leverage Ratio shall be recalculated giving Pro Forma Effect to such After Year-End Payment as if such payment were made during the fiscal year of the applicable Excess Cash Flow prepayment and the ECF Percentage for purposes of making such Excess Cash Flow prepayment shall be determined by reference to such recalculated Secured Net Leverage Ratio and (ii) such After Year-End Payment shall not reduce the required amount of) any subsequent Excess Cash Flow prepayment, (AB) ~~If (x)~~ if at the time that any such prepayment would be required, the Borrower (or any Restricted ~~Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d~~Subsidiary) ~~(in the case of clause (d)(i)~~ is required to Discharge Other Applicable Indebtedness with Other Applicable ECF pursuant to the ~~extent constituting a Disposition by~~ terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted ~~Subsidiary~~ Subsidiary) may apply such portion of Excess Cash Flow otherwise required to ~~a Loan Party), (e), (g), (h), (i), (l), (n) or (o)), or (y) any Casualty Event occurs, which in~~ repay the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term Loans ~~in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment shall be required~~ pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing2.03(b);

Appears in 1 contract

Sources: Credit Agreement (Nexeo Solutions, Inc.)

Appears in 1 contract

Sources: Credit Agreement (Life Time Group Holdings, Inc.)

Mandatory. (i) Within five ~~(5)~~ Business Days after the date the Borrower is required to deliver financial statements ~~have been delivered~~ pursuant to ~~Section~~ SECTION 6.01(a) and the related Compliance Certificate ~~has been delivered~~ pursuant to ~~Section~~ SECTION 6.02(b), the Borrower shall ~~cause to be prepaid the Term~~ prepay an aggregate principal amount of Loans ~~in an amount~~ equal to ~~(A) 50~~75% ~~of Excess Cash Flow~~or, if ~~any,~~ the Consolidated Leverage Ratio for ~~the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during~~ such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than ~~5.25:1~~4.5:1.0, ~~the Borrower shall make prepayments of Loans in an aggregate amount equal to 25~~50% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1statements. (ii) ~~(A)~~ If ~~(x) the Borrower~~ any Loan Party or any ~~Restricted Subsidiary~~ of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by ~~Section 7.05(a~~▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇)(▇▇), (c▇), (~~d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~▇), (e▇), (g▇), (h▇), (i▇) OR (k)~~, (l), (n~~) ~~or (o)), or (y) any Casualty Event occurs, which in~~ and the aggregate ~~results in the realization or receipt~~ Net Cash Proceeds received by the Loan Parties and such Subsidiaries in any fiscal year exceeds $1,000,000, the Borrower or shall immediately prepay an aggregate principal amount of Loans equal to 100% of such ~~Restricted Subsidiary of~~ Net Cash Proceeds, and thereafter as and when additional Net Cash Proceeds are received during such year in an aggregate amount of $500,000 or more, the Borrower shall ~~cause to be prepaid on or prior to~~ immediately further prepay the ~~date which is ten (10) Business Days after the date~~ principal of the ~~realization or receipt of such Net Cash Proceeds Term~~ Loans in an amount equal to 100% of ~~all~~ such Net Cash Proceeds; PROVIDED, HOWEVER, that, with respect to any Net Cash Proceeds realized (~~other than Excluded Net Cash Proceeds~~A) ~~received; provided that~~ under a Disposition described in this SECTION 2.05(b)(ii) or (B) from proceeds of insurance and condemnation awards or indemnities covered by SECTION 2.05(b)(v), (1) at the option of the Borrower (as elected by the Borrower in writing to the Administrative Agent on or prior to the date of such Disposition or the receipt of such insurance 42 proceeds or condemnation awards), and so long as no ~~such prepayment~~ Event of Default shall have occurred and be ~~required pursuant to this Section 2.05(b)(ii)(A) with respect to such~~ continuing, the Borrower may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as (a) within 180 days following receipt of such Net Cash Proceeds, a definitive agreement for the purchase of such assets with such proceeds shall have been entered into (as certified by the Borrower in writing to the Administrative Agent), and (b) within 270 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); PROVIDED FURTHER, HOWEVER, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this SECTION 2.05; and (2) any amount reinvested under CLAUSE (A) shall not be included in determining the amount of any required prepayment of the Loans under this SECTION 2.05(b)(ii). (iii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests, the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Loan Party or such Subsidiary. (iv) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to SECTION 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Loan Party or such Subsidiary. (v) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this SECTION 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Loan Party or such Subsidiary. (vi) If for any reason the Total Outstandings under any Facility at any time exceed the Aggregate Commitments then in effect with respect to such Facility, the Borrower shall immediately prepay the applicable Loans and/or (in the case of the Revolving Credit Facility) Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; PROVIDED, HOWEVER, that the Borrower shall ~~have~~not be required to Cash Collateralize the L/C Obligations pursuant to this SECTION 2.05(b)(vi) unless after the prepayment in full of the Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (vii) Each prepayment of Loans pursuant to this SECTION 2.05(b) shall be applied, on FIRST, to principal payments of the Term B Facility scheduled to be paid during the next 12 months in direct order of maturity until such scheduled principal payments are paid in full, SECOND, ratably to the remaining principal repayment installments of the Term B Facility until all such installments are paid in full and, THEREAFTER, ratably to the Revolving Credit Facility; PROVIDED that any prepayment of the Revolving Credit Facility pursuant to CLAUSE (vi) shall be applied as set forth herein. (viii) Prepayments of the Revolving Credit Facility made pursuant to CLAUSE (i), (ii), (iii), (iv), (v), (vi) OR (vii) OF THIS SECTION 2.05(b), FIRST, shall be applied to prepay L/C Borrowings outstanding at such time until all such L/C Borrowings are paid in full, SECOND, shall be applied to prepay Swing Line Loans outstanding at such time until all such Swing Line Loans are paid in full, THIRD, shall be applied to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full and, FOURTH, shall be used to Cash Collateralize the L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to CLAUSE (i), (ii), (iii), (iv) OR (v) OF THIS SECTION 2.05(b), the amount remaining, if any, after the prepayment in full of all Loans and L/C Borrowings outstanding at such time and the L/C Obligations have been Cash Collateralized in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the "REDUCTION AMOUNT") may be retained by the Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in SECTION 2.06(b)(ii). Upon the drawing of any Letter of Credit, which has been Cash Collateralized, such funds shall be applied (without any further action by or ~~prior~~ notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. (ix) Anything contained in this SECTION 2.05(b) to the contrary notwithstanding, (A) if, following the occurrence of any "ASSET SALE" (as such term is defined in the Senior Subordinated Indenture or any analogous term (such as "ASSET DISPOSITION") is defined in any Senior Subordinated Document) by any Loan Party or any of its Subsidiaries, the Borrower is required to commit by a particular date (a "COMMITMENT DATE") to apply or cause its Subsidiaries to apply an amount equal to any of the "NET PROCEEDS" (as such term is defined in the Senior Subordinated Indenture or any analogous term (such as "NET AVAILABLE CASH") as defined in any Senior Subordinated Document) thereof in a particular manner, or to apply by a particular date (an "APPLICATION DATE") an amount equal to any such "NET PROCEEDS" in a particular manner, in either case in order to excuse the Borrower from being required to make an "ASSET SALE OFFER" (as such term is defined in the Senior Subordinated Indenture or any analogous term (such as "OFFER") as defined in any Senior Subordinated Document) in connection with such "ASSET SALE", and the Borrower shall have failed to so commit or to so apply an amount equal to such ~~date~~"NET PROCEEDS" at least 30 days before the applicable Commitment Date or Application Date, ~~given written notice~~ as the case may be, or (B) if the Borrower at any other time shall have failed to apply or commit or cause to be applied an amount equal to any such "NET PROCEEDS", and, within 30 days thereafter assuming no further application or commitment of an amount equal to such "NET PROCEEDS" the Borrower would otherwise be required to make an "ASSET SALE OFFER" in respect thereof, then in either such case the Borrower shall immediately pay or cause to be paid to the Administrative Agent (without duplication of ~~its intent~~ any amount paid or payable under this SECTION 2.05(b)) an amount equal to ~~reinvest~~ such "NET PROCEEDS" to be applied to the payment of the Loans and L/C Borrowings and to Cash Collateralize the L/C Obligations in ~~accordance with Section 2.05(b)(ii)(B~~the manner set forth in SECTION 2.05(b) ~~(which notice may only be provided if no Event of Default has occurred and is then continuing);~~in such amounts as shall excuse the Borrower from making any such "ASSET SALE OFFER".

Appears in 1 contract

Sources: Credit Agreement (Fresh Foods Properties LLC)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the ~~Borrower~~ Borrowers shall cause to be prepaid ~~the~~ an aggregate principal amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, ~~2007~~2008) minus (B) the sum of (i1) all voluntary prepayments of Term Loans during such fiscal year and (ii2) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i1) and (ii2), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that ~~if the Total Leverage Ratio~~ so long as ~~of the last day of the fiscal year covered by such financial statements is less than 5.25:1~~no Default then exists, ~~the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and~~ no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio with respect to the Test Period ended as of the last day of the fiscal year covered by such financial statements is less than ~~4.5:1~~3.75:1.00. (ii) ~~(A)~~ If (x) ~~the~~ Holdings, any Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (~~in the case of clause (d)(i)~~ to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (f)(i), (g), (h), (i), (~~l), (n~~j) or (om)), ) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by ~~the~~ Holdings, such Borrower or such Restricted Subsidiary of Net Cash Proceeds, the ~~Borrower~~ Borrowers shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided that (I) no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the U.S. Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing) and (II) the percentage of Net Cash Proceeds specified above shall instead be 75% if no Default then exists and the Total Leverage Ratio with respect to the Test Period ended as of the last day of the fiscal year covered by such financial statements is less than 3.75 : 1.00; (A) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the U.S. Borrower, the U.S. Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its or its Restricted Subsidiaries’ business within (x) eighteen (18) months following receipt of such Net Cash Proceeds or (y) if the U.S. Borrower enters into a legally binding commitment to reinvest (including pursuant to a Restoration Certificate) such Net Cash Proceeds within eighteen (18) months following receipt thereof, within the later of (1) one hundred eighty (180) days of the date of such legally binding commitment and (2) eighteen (18) months following receipt of such Net Cash Proceeds; provided that (i) so long as an Event of Default shall have occurred and be continuing, the U.S. Borrower shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the U.S. Borrower entered into at a time when no Event of Default is continuing) and (ii) if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be applied to the prepayment of the Term Loans as set forth in this Section 2.05 within five (5) Business Days after the U.S. Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested. (iii) If Holdings, any Borrower or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrowers shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds; (iv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, the U.S. Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the U.S. Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans, such aggregate L/C Obligations exceeds the aggregate Revolving Credit Commitments then in effect. (v) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied pro rata to each Tranche of Term Loans (based upon the TL Repayment Percentages of the various Tranches of outstanding Term Loans). Each prepayment of Term Loans shall within each Tranche be applied in direct order of maturity to repayments thereof required pursuant to Sections 2.07(a), (b) or (c); and each such prepayment shall be paid to the Lenders of such Tranche in accordance with their respective Pro Rata Shares, subject to clause (vi) of this Section 2.05(b).

Appears in 1 contract

Sources: Credit Agreement (APP Pharmaceuticals, Inc.)

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending December 31, 2016) and the related Compliance Certificate has been delivered pursuant to Section ~~6.02(b~~6.02(a), the Borrower shall cause to be offered to be prepaid ~~the~~ in accordance with clause (b)(vi) and (ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) ~~50%~~ the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements ~~(commencing with the fiscal year ended December 31, 2007)~~ minus (B~~) the sum of (i~~) all voluntary prepayments of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (~~ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by~~ including the amount of cash actually paid in respect of Term Loans prepaid pursuant to Section 2.05(a)(v) during such ~~payments, in the case of each of the immediately preceding clauses (i) and (ii~~time), to the extent such prepayments are ~~not~~ funded with ~~the proceeds~~ internally generated cash and, without duplication of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of any deduction from Excess Cash Flow ~~for the fiscal year covered by such financial statements and no payment of~~ in any ~~Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1~~prior period. (ii~~) (A~~) If (x) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by ~~Section 7.05(a~~▇▇▇▇▇▇▇▇ ▇.▇▇(▇), (b▇), (c▇), (d▇), (▇), (▇), (▇), (▇), (▇), (▇) (~~in the case of clause (d)(i)~~ except to the extent ~~constituting a Disposition by any Restricted Subsidiary~~ such property is subject to a ~~Loan Party), (e), (g), (h), (i), (l~~Mortgage), (n), (p), (r) or (os)), or (y) any Casualty Event occurs, which ~~in the aggregate~~ results in the realization or receipt by the Borrower or ~~such~~ Restricted Subsidiary of Net ~~Cash~~ Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) and (ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net ~~Cash Proceeds~~ Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to 100% of all Net ~~Cash~~ Proceeds ~~(other than Excluded Net Cash Proceeds)~~ received; provided that no if at the time that any such prepayment would be required, (I) to the extent such Net Proceeds are from the Disposition of ABL Priority Collateral or Non-U.S. ABL Collateral or Casualty Event with respect to ABL Priority Collateral or Non-U.S. ABL Collateral, the Borrower elects to offer to permanently reduce ABL Debt, pursuant to the terms of the documentation governing such ABL Debt, or any other Indebtedness of the Borrower or a Guarantor that is secured by a Lien on such ABL Priority Collateral that is prior to the Lien on the ABL Priority Collateral securing the Obligations or secured by a Lien on such Non-U.S. ABL Collateral (and, in the case of revolving obligations, to correspondingly reduce commitments with respect thereto), then the Borrower may apply such Net Proceeds to such ABL Debt and (II) the Borrower is required to offer to repurchase any Permitted First Priority Refinancing Debt (or any other Indebtedness that is secured on an equal priority basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section ~~2.05(b)(ii)(A~~2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. If any such Disposition provided for in the preceding sentence involves any Term Priority Collateral, then, prior to the Discharge of ABL Obligations (as defined in the ABL Intercreditor Agreement), the Net Proceeds therefrom shall be deposited by the applicable Loan Party into the Term Priority Collateral Account pending application thereof as provided in this clause (ii). (iii) [Reserved]. (iv) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds. (v) [Reserved]. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) as directed by the Borrower; and (C) each such ~~portion~~ prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such ~~Net Cash Proceeds that the~~ prepayment. (vii) The Borrower shall ~~have, on or prior to such date, given written notice to~~ notify the Administrative Agent in writing of ~~its intent~~ any mandatory prepayment of Term Loans required to ~~reinvest in accordance with~~ be made pursuant to clauses (i) through (iv) of this Section ~~2.05(b)(ii)(B~~2.05(b) at least four (~~which~~ 4) Business Days prior to the date of such prepayment. Each such notice ~~may only be provided if no Event~~ shall specify the date of ~~Default has occurred~~ such prepayment and ~~is then continuing);~~provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.

Appears in 1 contract

Sources: Credit Agreement (DJO Finance LLC)

Mandatory. (i) Within five ~~(5)~~ Business Days after the date on which financial statements ~~have been~~ are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate ~~has been~~ is required to be delivered pursuant to Section 6.02(b), the Borrower shall ~~cause~~ prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) 50% of Excess Cash Flow for the fiscal year, if the Leverage Ratio is equal to or less than 6.00 to 1.00 on the Compliance Certificate and on the date of payment and (B) 100% of Excess Cash Flow for the fiscal year, if the Leverage Ratio is greater than 6.00 to 1.00 on the Compliance Certificate or on the date of payment (each such prepayment to be ~~prepaid~~ applied as set forth in clauses (vi) and (ix) below). (ii) If the ~~Term~~ Borrower or any other Loan Party Disposes of any property (other than any Disposition of any property permitted by Section 7.05(b), (c), (d) or (g)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.06(c)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as (A) no Default shall have occurred and be continuing and (B) the Leverage Ratio is less than or equal to 4.50 to 1.00 on and prior to the date of such Disposition and the date of such reinvestment (or such earlier date as the Borrower has entered into a binding and enforceable contract to investment such Net Cash Proceeds), the Borrower or such other Loan Party or may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 180 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.06(c)(ii). (iii) Upon the sale or issuance by the Borrower or any other Loan Party of any of its Equity Interests (other than any sales or issuances of Equity Interests to another Loan Party), the Borrower shall prepay an aggregate principal amount of Loans equal to (A) 50% of ~~Excess~~ all Net Cash ~~Flow,~~ Proceeds received therefrom immediately upon receipt thereof by the Borrower or such other Loan Party if ~~any, for~~ the ~~fiscal year covered by such financial statements (commencing with~~ Leverage Ratio is less than or equal to 6.00 to 1.00 on the ~~fiscal year ended December 31, 2007) minus~~ most recently delivered Compliance Certificate and immediately prior to and on the date of payment or (B) ~~the sum~~ 100% of ~~(i)~~ all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced Net Cash Proceeds received therefrom immediately upon receipt thereof by the ~~amount~~ Borrower or such other Loan Party if the Leverage Ratio is greater than 6.00 to 1.00 on the most recently delivered Compliance Certificate or immediately prior to or on the date of payment (each such ~~payments,~~ prepayment to be applied as set forth in ~~the case of each of the immediately preceding~~ clauses (ivi) and (iiix) below), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1. (iiiv) ~~(A) If (x)~~ Upon the incurrence or issuance by the Borrower or any ~~Restricted Subsidiary Disposes~~ other Loan Party of any ~~property or assets~~ Indebtedness (other than ~~any Disposition of any property~~ Indebtedness expressly permitted to be incurred or ~~assets permitted by~~ issued pursuant to Section ~~7.05(a~~7.03(a), (b), (c), (d~~) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party~~), (e), ) and (~~g), (h), (i), (l), (n) or (o~~f))~~, or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds~~, the Borrower shall ~~cause to be prepaid on or prior to the date which is ten (10) Business Days after the date~~ prepay an aggregate principal amount of ~~the realization or receipt of such Net Cash Proceeds Term~~ Loans ~~in an amount~~ equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such other Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below). (v) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any other Loan Party, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.06(c), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such other Loan Party (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as (A) no Default shall have occurred and be continuing and (B) the Leverage Ratio is less than or equal to 4.50 to 1.00 on and prior to the date of such receipt of such Extraordinary Receipt and the date of such reinvestment, replacement or repair, the Borrower or such other Loan Party may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property, or to remedy the indemnified loss in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.06(c)(v). (vi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.06(c) shall be applied to prepayment of the Loans in the manner set forth in clause (ix) of this Section 2.06(c). (vii) Notwithstanding any of the other provisions of clause (ii), (iii), (iv) or (v) of this Section 2.06(c), so long as no Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (ii), (iii), (iv) or (v) of this Section 2.06(c), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $1,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (ii), (iii), (iv) or (v) of this Section 2.06(c) to be applied to prepay Loans exceeds $1,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.06(c). Upon the occurrence of a Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.06(c) (without giving effect to the first and second sentences of this clause (vii)) but which have not previously been so applied. (viii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Borrower shall immediately prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than ~~Excluded Net Cash Proceeds~~the L/C Borrowings) ~~received; provided that no~~ in an aggregate amount equal to such ~~prepayment shall be required~~ excess. (ix) Prepayments of the Loans made pursuant to this Section ~~2.05(b)(ii)(A~~2.06(c), first, shall be applied to the L/C Borrowings, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Loans required pursuant to clause (i), (ii), (iii), (iv) ~~with respect to~~ or (v) of this Section 2.06(c), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such ~~portion~~ time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such ~~Net Cash Proceeds that~~ prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business, and the Loans shall ~~have~~be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.07(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, on the funds held as L/C Cash Collateral shall be applied (without any further action by or ~~prior to such date, given written~~ notice to or from the ~~Administrative Agent~~ Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. (x) Notwithstanding anything in this Agreement or in any other Loan Document to the contrary, the provisions of ~~its intent~~ this Section 2.06(c): (i) may be waived or amended in whole or in part by the Required Lenders and (ii) shall be subject, so long as there are any amounts outstanding under the Term Loan Agreement, to ~~reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event~~ the terms of ~~Default has occurred and is then continuing);~~the Intercreditor Agreement.

Appears in 1 contract

Sources: Credit Agreement (Media General Inc)

Common use of Mandatory Clause in Contracts